##### Table of Contents





As filed with the Securities and Exchange Commission on
    April 9, 2008
 Registration
    No. 333-
    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form S-1
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
    ENERJEX RESOURCES,
    INC.
 (Exact name of registrant as
    specified in its charter)
    Nevada

1311

88-0422242(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification No.)     7300 W. 110th,
    7th
    Floor
 Overland Park, Kansas 66210
 (913) 693-4600
 (Address, including zip code,
    and telephone number,
 including area code, of
    registrants principal executive offices)
    C. Stephen Cochennet
 President and Chief Executive Officer
 EnerJex Resources, Inc.
 7300 W. 110th,
    7th
    Floor
 Overland Park, Kansas 66210
 (913) 693-4600
 (Name, address, including zip
    code, and telephone number,
 including area code, of agent
    for service)
  Copies to:
  Jeffrey T. Haughey, Esq.
    Husch Blackwell Sanders LLP
    4801 Main Street, Suite 1000
    Kansas City, Missouri 64112
    (816) 983-8146

Michael A. Hedge, Esq.
    Ryan C. Wilkins, Esq.
    Stradling Yocca Carlson & Rauth
    660 Newport Center Drive, Suite 1600
    Newport Beach, California 92660
    (949) 725-4000     Approximate date of commencement of proposed sale to the
    public:
  o
  o
  o
  o
  12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company þ   CALCULATION
    OF REGISTRATION FEE
  Proposed Maximum


Amount ofAggregate


RegistrationTitle of Securities to be Registered


Offering Price(1)(2)


FeeCommon Stock ($0.001 par value)


$28,000,000


$1,100.40  (1)
    
    In accordance with Rule 457(o)
    under the Securities Act of 1933, as amended, the number of
    shares being registered and the proposed maximum offering price
    per share are not included in this table.(2)
    
    Estimated solely for the purpose of
    calculating the registration fee pursuant to Rule 457(o)
    under the Securities Act of 1933, as amended.  The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Commission,
    acting pursuant to said Section 8(a), may determine.




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##### Table of Contents



The
information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.


SUBJECT TO COMPLETION,
    DATED APRIL 9, 2008
  Shares
  
  Common Stock
         This investment involves a high degree of risk. We urge you
    to carefully read the Risk Factors section beginning
    on page 9 of this prospectus.
  Per Share

TotalPublic Offering Price

$



$Underwriting Discount

$



$Proceeds, Before Expenses, to EnerJex Resources, Inc.

$



$   30-day
    Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or determined if this prospectus is truthful or
    complete. Any representation to the contrary is a criminal
    offense.




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##### Table of Contents



PROPERTIES
    FOCUSED IN EASTERN KANSAS
  
  MISSISSIPPI
    OIL RESERVOIR
    NW Woodson County, Kansas




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##### 



TABLE OF
    CONTENTS
   
 SUMMARY


1RISK FACTORS


9SPECIAL NOTE REGARDING FORWARD-LOOKING
    STATEMENTS


23USE OF PROCEEDS


24DIVIDEND POLICY


24CAPITALIZATION


25DILUTION


26PRICE RANGE OF COMMON STOCK


27MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


28BUSINESS AND PROPERTIES


37MANAGEMENT


52EXECUTIVE COMPENSATION


54CERTAIN RELATIONSHIPS AND RELATED PARTY
    TRANSACTIONS


57DESCRIPTION OF CAPITAL STOCK


59MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
    FOR NON-U.S.
    HOLDERS


62UNDERWRITING


65LEGAL MATTERS


67EXPERTS


67INDEPENDENT PETROLEUM ENGINEERS


67WHERE YOU CAN FIND MORE INFORMATION


68GLOSSARY


69INDEX TO FINANCIAL STATEMENTS


F-1EXHIBIT 23.1EXHIBIT 23.3      You should rely only on the information contained in this
    prospectus. We have not, and the underwriters have not,
    authorized anyone to provide you with different information. We
    are not making offers to sell or seeking offers to buy these
    securities in any jurisdiction where the offer or sale is not
    permitted. You should assume that the information contained in
    this prospectus is accurate as of the date on the front of this
    prospectus only, regardless of the time of delivery of this
    prospectus or any sale of our common stock. Our business,
    financial condition, operating results and prospects may have
    changed since that date.
  No action is being taken in any jurisdiction outside the
    United States to permit a public offering of the common stock or
    possession or distribution of this prospectus in that
    jurisdiction. Persons who come into possession of this
    prospectus in jurisdictions outside the United States are
    required to inform themselves about and to observe any
    restrictions as to this offering and the distribution of this
    prospectus applicable to those jurisdictions.
    Industry
    and Market Data




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##### Table of Contents



SUMMARY  The items in the following summary are described in more
    detail later in this prospectus. Because this section is a
    summary, it does not contain all the information that may be
    important to you or that you should consider before investing in
    our common stock. For a more complete understanding, you should
    carefully read the more detailed information set out in this
    prospectus, especially the risks of investing in our common
    stock that we discuss under the Risk Factors
    section, as well as the financial statements and the related
    notes to those statements included elsewhere in this
    prospectus.
  All references in this prospectus to we,
    us, our, company and
    EnerJex refer to EnerJex Resources, Inc. and our
    wholly-owned operating subsidiaries, EnerJex Kansas, Inc. and DD
    Energy, Inc., unless the context requires otherwise. We report
    our financial information on the basis of a March 31 fiscal year
    end. We have provided definitions for the oil and natural gas
    industry terms used in this prospectus in the Glossary of
    Terms beginning on page 69 of this prospectus.
  Unless stated otherwise, all information in this prospectus
    (other than in the financial statements) gives effect to a
    1-for-5
    reverse stock split of our outstanding shares of common stock,
    which will be effected prior to the consummation of this
    offering (and assumes no fractional shares will remain
    outstanding thereafter).
  Our
    Business
 1




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##### Table of Contents



Summary
    of Oil and Natural Gas Reserves
 as of December 31, 2007
  PV10Proved Reserves Category

Gross BOE*


Net BOE*


(Before Tax)Proved, Developed Producing


643,573



488,897


$
12,156,907Proved, Developed Non-Producing


606,133



432,875


$
12,424,172Proved, Undeveloped


406,750



304,526


$
6,329,438Total Proved


1,656,456



1,226,298


$
30,910,517     *
    
    BOE = barrels of oil equivalent (with 6 mcf of natural gas =
    1 barrel of oil).  The
    Opportunity in Kansas
      
    Traditional
    Roll-Up
    Strategy.  We are seeking to employ a traditional
    roll-up
    strategy utilizing a combination of capital resources,
    operational and management expertise, technology, and our
    strategic partnership with Haas Petroleum, which has experience
    operating in the region for nearly 70 years.
    Numerous Acquisition Opportunities.  There are
    thousands of small producers and owners of mineral rights in the
    region, which afford us numerous opportunities to pursue
    negotiated lease transactions instead of having to competitively
    bid on fundamentally sound assets.
    Fragmented Ownership Structure.  There are
    numerous opportunities to acquire producing properties at
    attractive prices, because of the currently inefficient and
    fragmented ownership structure.  Our
    Properties
  
    Black Oaks Project.  The Black Oaks Project is
    a 1,980 acre project in Woodson and Greenwood Counties of
    Kansas where we are aggressively implementing a primary and
    secondary recovery waterflood program to increase oil
    production. We originally acquired an option to purchase and
    participate in the Black Oaks Project from MorMeg, LLC, or
    MorMeg, which is controlled by Mark Haas, a principal of Haas
    Petroleum, for $500,000 of cash and stock. In addition, as part
    of the agreement we established a joint operating account with
    MorMeg and funded it with $4.0 million for the initial
    development of the project. We hold a 95% working interest in
    the project and MorMeg retained a 5% carried working interest in
    the project, which will convert to a 30% working interest upon
    payout. As of December 31, 2007, production from the
    approximate 60 net wells on the Black Oaks Project averaged
    approximately 101 barrels of oil per day, or BOPD. We plan
    to invest at least $5 million from the proceeds of this
    offering to further develop this project.
    DD Energy Project.  In September of 2007, we
    acquired a 100% working interest in seven oil and natural gas
    leases stretching across approximately 1,700 acres in
    Johnson, Anderson and Linn Counties of Kansas for
    $2.7 million. As of December 31, 2007, production from
    the 112 oil wells on this project
 2




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##### Table of Contents



averaged approximately 40 BOPD. We expect to continue to develop
    this project with approximately $4.0 million from the
    proceeds of this offering.  
    Tri-County Project.  We hold a nearly 100%
    working interest in, and are the operator of, approximately
    1,300 acres of oil and natural gas leases in Miami, Johnson
    and Franklin Counties of Kansas that make up the Tri-County
    Project. We completed this purchase in September of 2007 for
    $800,000 in cash. Subsequent to this acquisition, we purchased
    two additional 80 acre leases for a total of $50,000, which
    we incorporated into the project. As of December 31, 2007,
    production from the 191 oil wells on this project averaged
    approximately 45 BOPD. We plan to further develop this project
    with approximately $3.0 million from the proceeds of this
    offering.
    Thoren Project.  We acquired the Thoren Project
    from MorMeg in April of 2007 for $400,000. The lease encompasses
    approximately 240 acres in Douglas County, Kansas. We hold
    a 100% working interest in the Thoren Project. As of
    December 31, 2007, production from the 31 oil wells on this
    lease averaged approximately 50 BOPD. We have completed our
    originally planned $600,000 development of the project. We
    intend to further develop this lease with approximately $500,000
    from the proceeds of this offering.
    Gas City Project.  The Gas City Project,
    located on approximately 4,400 acres in Allen County,
    Kansas, was acquired for $750,000 in February of 2006 and was
    our first property acquisition. Subsequent to acquisition, we
    invested an additional $650,000 in capital improvement and
    development of this project. In August of 2007, we entered into
    a Development Agreement with Euramerica Energy, Inc., or
    Euramerica, whereby Euramerica initially invested $524,000 in
    funds for development of the project. In February of 2008,
    Euramerica made its first quarterly payment related to the
    exercise of its option to purchase this property by paying the
    initial installment payment of $300,000 towards the full
    purchase price of $1.2 million by October 31, 2008. In
    addition, through April of 2008, Euramerica has funded $500,000
    of a required $2.0 million to be invested by
    August 31, 2008, which will be used for development of the
    Gas City Project. Production on this project as of
    December 31, 2007 from 15 wells was approximately
    200,000 cubic feet per day. We are the operator of the Gas City
    Project at a cost plus 17.5% basis on direct costs. Until
    Euramerica has completed all payments related to the option
    exercise, we will retain a 100% working interest in the project,
    with Euramerica receiving revenues equal to a 90% net revenue
    interest. We also receive a management fee equal to a 5% net
    revenue interest in the project until Euramerica has completed
    the payment of its option exercise at which time this 5% net
    revenue interest management fee will be converted to a 5%
    carried working interest and Euramerica will receive assignment
    of its before payout 95% working interest in the project. When
    the project reaches payout our 5% carried working interest will
    increase to a 25% working interest and Euramerica will have a
    75% working interest.
    Nickel Town Project.  The option granted to us
    in connection with the Black Oaks Project would allow us to
    participate in another approximately 2,100 acre development
    and secondary recovery project with MorMeg, in the same area as
    the Black Oaks Project. Should we elect to participate in the
    Nickel Town Project, which requires us to complete development
    of the Black Oaks Project, we will have the option of
    negotiating new operating agreements with MorMeg. As of
    December 31, 2007, production on this project averaged
    approximately 25 BOPD.  Our
    Business Strategy
    
    Develop Our Existing Properties.  We intend to
    create near-term reserve and production growth from over 400
    additional drilling locations identified on our properties. The
    structure and the continuous oil accumulation in Eastern Kansas
    and the mid-continent region of the United States, and the
    expected
 3




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##### Table of Contents



long-life production and reserves of our properties, are
    anticipated to enhance our opportunities for long-term
    profitability.  
    Maximize Operational Control.  We seek to
    operate our properties and maintain a substantial working
    interest. We believe the ability to control our drilling
    inventory will provide us with the opportunity to more
    efficiently allocate capital, manage resources, control
    operating and development costs, and utilize our experience and
    knowledge of oilfield technologies.
    Pursue Selective Acquisitions and Joint
    Ventures.  Due to our local presence in Kansas and
    strategic partnership with Haas Petroleum, we believe we are
    well-positioned to pursue selected acquisitions from the
    fragmented and capital constrained owners of mineral rights
    throughout Eastern Kansas.
    Reduce Unit Costs Through Economies of Scale and Efficient
    Operations.  As we continue to increase our oil
    production and develop our existing properties, we expect that
    our unit cost structure will benefit from economies of scale. In
    particular, we anticipate reducing unit costs by greater
    utilization of our existing infrastructure over a larger number
    of wells.  Our
    Competitive Strengths
    
    Acquisition and Development Strategy.  We have
    what we believe to be a relatively low-risk, acquisition and
    development strategy compared to some of our competitors. We
    generally buy properties that have proven current production,
    with a projected pay-back within a relatively short period of
    time, and with potential growth and upside in terms of
    development, enhancement and efficiency. We also plan to
    minimize the risk of natural gas and oil price volatility by
    developing a portfolio of pricing for our production as we
    continue to expand and as market conditions permit.


    Significant Production Growth
    Opportunities.  We have acquired an attractive
    acreage position with favorable lease terms in a region with
    historical hydrocarbon production. Based on continued drilling
    success within our acreage position, we expect to increase our
    reserves, production and cash flow.
    Experienced Management Team and Strategic Partner with Strong
    Technical Capability.  Our management team and
    Board of Directors have considerable industry experience and
    technical expertise in engineering, horizontal drilling,
    geoscience and field operations. In addition, our in-house
    technical personnel and strategic partner, Haas Petroleum, have
    extensive experience in Eastern Kansas, including completion and
    secondary recovery techniques and technologies.
    Incentivized Management Ownership.  The equity
    ownership of our directors and executive officers is strongly
    aligned with that of our stockholders. As of December 31,
    2007, our directors and executive officers owned approximately
    9.1% of our outstanding common stock, with options that upon
    exercise would increase their ownership of our outstanding
    common stock to 16.7%. In addition, the compensation
    arrangements for our directors and executive officers are
    weighted toward future performance based equity payments rather
    than cash.  Company
    History
 4




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##### Table of Contents



Risk
    Factors
    Recent
    Developments
    
    As of December 31, 2007, our estimated total proved
    reserves were 1.2 million BOE with a total proved PV10,
    before tax, of reserves of $30.9 million.
    On February 29, 2008, we received our first quarterly
    payment of $300,000 from Euramerica related to its option
    exercise contained in the amended and restated well development
    agreement with Euramerica executed on August 10, 2007.
    Further, through April 3, 2008, Euramerica funded $500,000
    of a required $2.0 million to be invested by
    August 31, 2008, which will be used for development of the
    Gas City Project.
    On March 6, 2008, we entered into an agreement with Shell
    Trading (US) Company (Shell) whereby we agreed to an
    18-month
    fixed-price swap with Shell for 130 BOPD at a fixed price per
    barrel of $96.90, before transportation costs. This represents
    approximately 60% of our total current oil production on a net
    revenue basis and locks in approximately $6.8 million in
    gross revenue over the 18 month period. In addition, we
    agreed to sell all of our remaining oil production at current
    spot market pricing beginning April 1, 2008 through
    September 30, 2009 to Shell.
    On March 13, 2008, we disclosed an operations update
    regarding our Black Oaks Project, which we acquired in April of
    2007. Since January 15, 2008, our in-fill drilling and
    waterflood enhanced recovery techniques at the Black Oaks
    Project has increased oil production to an average of
    approximately 117 BOPD from a level of 32 BOPD per day when the
    project was originally acquired. Based upon these results, we
    anticipate commencing Phase II of the development plan,
    which contemplates drilling 28 additional water injection wells
    and completing 23 additional producer wells.  Corporate
    Information
  (913) 693-4600.
 5




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The
    Offering
  Common stock offered by us
    
    sharesCommon stock to be outstanding after this offering
    
    sharesPublic offering price
    
    $      per shareUse of proceeds
    
    We intend to use the net proceeds of this offering for debt
    repayment, development of our properties, working capital and
    other general corporate purposes. See the more detailed
    description of our expected use of the proceeds from this
    offering under the heading Use of Proceeds on
    page 24 of this prospectus.Current OTC:BB symbol
    
    EJXRProposed American Stock Exchange symbol
    
    JEXDividend policy
    
    We do not expect to pay dividends in the foreseeable future.Risk factors
    
    Investing in our common stock involves certain risks. See the
    risk factors described under the heading Risk
    Factors beginning on page 9 of this prospectus and
    the other information included in this prospectus for a
    discussion of factors you should carefully consider before
    deciding to invest in shares of our common stock.    
    458,500 shares of our common stock issuable upon exercise
    of outstanding options under our existing 2000 and 2002/2003
    Stock Option Plans, at a weighted average exercise price of
    $6.30 per share;
    2,500 shares issuable upon conversion of a $25,000
    unsecured, 6% convertible note due August 2, 2010, which is
    convertible into shares of our common stock at $10.00 per share;
    75,000 shares of our common stock issuable upon the
    exercise of outstanding warrants, at an exercise price of $3.00
    per share, that were issued to the placement agent in connection
    with the private placement of $9.0 million of debentures in
    April of 2007; and
    shares
    of our common stock issuable upon the exercise of warrants to be
    issued to the underwriters in connection with this offering at
    an exercise price equal to 120% of the offering price.
 6




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##### Table of Contents



SUMMARY
    FINANCIAL DATA
        From Inception(December 30,Nine Months Ended


Year Ended


2005) throughDecember 31,


March 31,


March 31,2007


2006


2007


2006(Audited)


(Unaudited)


(Audited)


(Audited)Statement of Operations:RevenueOil and natural gas activities

$
1,982,119


$
76,314


$
90,800


$
2,142ExpensesDirect costs


1,104,272



279,619



172,417



14,599Repairs on oil and natural gas equipment










165,603



40,436Professional fees


1,112,832



287,478



302,071



50,490Investor relations fees


164,435











General and administrative expenses


1,758,262



319,366



470,789



21,700Depreciation, depletion and amortization


532,665



23,359



23,978



825Impairment of goodwill






677,000







Impairment of oil and natural gas properties subject to
    amortization










273,959



468,081Goodwill on acquisition










677,000



Total expenses


4,672,466



1,586,822



2,085,817



596,131Net operating income (loss)


(2,690,347
)


(1,510,508
)


(1,995,017
)


(593,989
)Other income (expense):Interest expense


(507,640
)


(4,239
)


(8,434
)


(38
)Loan fees


(113,155
)










Loan interest accretion


(766,800
)










Interest income






3,495



4,202



1,159Gain (loss) on sale of asset






(3,854
)


(3,854
)


Total other income (expense)


(1,317,595
)


(4,598
)


(8,086
)


1,121Net income (loss)

$
(4,077,942
)

$
(1,515,106
)

$
(2,003,103
)

$
(592,868
)Weighted average number of common shares outstanding 
    basic and fully diluted(1)


20,691,689



12,142,498



12,241,589



8,563,044Net income (loss) per share  basic and fully diluted

$
(0.16
)

$
(0.12
)

$
(0.16
)

$
(0.07
)
 7




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##### Table of Contents



(1)
    
    This information does not give effect to a
    1-for-5
    reverse stock split of our common stock, which will be effected
    prior to consummation of this offering.  From InceptionNine Months


Nine Months





(12/30/05)Ended


Ended


Year Ended


throughDecember 31,


December 31,


March 31,


March 31,2007


2006


2007


2006(Audited)


(Unaudited)


(Audited)


(Audited)Statements of Cash Flows:Cash used in operating activities

$
(750,483
)

$
(1,268,081
)

$
(1,435,559
)

$
(60,786
)Cash used in investing activities


(9,050,203
)


(160,379
)


(151,180
)


(767,550
)Cash provided from financing activities


10,658,670



845,800



1,095,800



1,418,768Increase (decrease) in cash and cash equivalents


857,984



(582,660
)


(490,939
)


590,432Cash and cash equivalents, beginning


99,493



590,432



590,432



Cash and cash equivalents, end

$
957,477


$
7,772


$
99,493


$
590,432Supplemental disclosures:Interest paid

$
75,935


$
2,313


$
5,407


$
38Income tax paid

$



$



$



$
Non-cash transactions:Stock, warrants and options issued for services

$
1,862,795


$
644,000


$
252,000


$
33,000Stock issued for properties not subject to amortization










200,000



Stock issued for payment of liabilities net of asset in reverse
    merger










306,000



Asset retirement obligation


352,000











Loan costs


879,955











   AtDecember 31, 2007


At


At


AtPro Forma


December 31,


March 31,


March 31,As Adjusted(1)


2007


2007


2006(Audited)


(Audited)


(Audited)Total Assets

$



$
10,563,926


$
492,507


$
922,486Total Liabilities






12,596,786



537,097



71,586Stockholders Equity (deficit)

$



$
(2,032,860
)

$
(44,590
)

$
850,900     (1)
    
    The pro forma as adjusted column gives effect to the sale of
    shares of our common stock in this offering at the public
    offering price of $  .00 per share, after deducting
    estimated underwriting discounts and commissions and estimated
    offering costs payable by us.
 8




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##### Table of Contents



RISK
    FACTORS  Investing in our common stock involves a high degree of risk.
    You should carefully consider the following risk factors, as
    well as the other information in this prospectus, before
    deciding whether to invest in shares of our common stock. If any
    of the following risks actually occur, our business, financial
    condition, operating results and prospects would suffer. In that
    case, the trading price of our common stock would likely decline
    and you might lose all or part of your investment in our common
    stock. The risks described below are not the only ones we face.
    Additional risks that we currently do not know about or that we
    currently believe to be immaterial may also impair our
    operations and business results.
  Risks
    Associated with Our Business
  We
    have sustained losses, which raises doubt as to our ability to
    successfully develop profitable business
    operations.
    
    the future prices of natural gas and oil;
    our ability to raise adequate working capital;
    success of our development and exploration efforts;
    demand for natural gas and oil;
    the level of our competition;
    our ability to attract and maintain key management, employees
    and operators;
    transportation and processing fees on our facilities;
    fuel conservation measures;
    alternate fuel requirements;
    government regulation and taxation;
    technical advances in fuel economy and energy generation
    devices; and
    our ability to efficiently explore, develop and produce
    sufficient quantities of marketable natural gas or oil in a
    highly competitive and speculative environment while maintaining
    quality and controlling costs.    Natural
    gas and oil prices are volatile. This volatility may occur in
    the future, causing negative change in cash flows which may
    result in our inability to cover our operating or capital
    expenditures.
   9




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##### Table of Contents




    worldwide or regional demand for energy, which is affected by
    economic conditions;
    the domestic and foreign supply of natural gas and oil;
    weather conditions;
    natural disasters;
    acts of terrorism;
    domestic and foreign governmental regulations and taxation;
    political and economic conditions in oil and natural gas
    producing countries, including those in the Middle East and
    South America;
    impact of the U.S. dollar exchange rates on oil and natural
    gas prices;
    the availability of refining capacity;
    actions of the Organization of Petroleum Exporting Countries, or
    OPEC, and other state controlled oil companies relating to oil
    price and production controls; and
    the price and availability of other fuels.    Approximately
    60% of our total proved reserves as of December 31, 2007
    consist of undeveloped and developed non-producing reserves, and
    those reserves may not ultimately be developed or
    produced.
    Because
    we face uncertainties in estimating proven recoverable reserves,
    you should not place undue reliance on such reserve
    information.
   10




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##### Table of Contents




    Geological conditions;
    Assumptions governing future oil and natural gas prices;
    Amount and timing of actual production;
    Availability of funds;
    Future operating and development costs;
    Actual prices we receive for natural gas and oil;
    Supply and demand for our natural gas and oil;
    Changes in government regulations and taxation; and
    Capital costs of drilling new wells.      The
    differential between the New York Mercantile Exchange, or NYMEX,
    or other benchmark price of oil and natural gas and the wellhead
    price we receive could have a material adverse effect on our
    results of operations, financial condition and cash
    flows.
   11




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##### Table of Contents



The
    natural gas and oil business involves numerous uncertainties and
    operating risks that can prevent us from realizing profits and
    can cause substantial losses.
      
    unexpected operational events
    and/or
    conditions;
    unusual or unexpected geological formations;
    reductions in natural gas and oil prices;
    limitations in the market for oil and natural gas;
    adverse weather conditions;
    facility or equipment malfunctions;
    title problems;
    natural gas and oil quality issues;
    pipe, casing, cement or pipeline failures;
    natural disasters;
    fires, explosions, blowouts, surface cratering, pollution and
    other risks or accidents;
    environmental hazards, such as natural gas leaks, oil spills,
    pipeline ruptures and discharges of toxic gases;
    compliance with environmental and other governmental
    requirements; and
    uncontrollable flows of oil, natural gas or well fluids.    
    injury or loss of life;
    severe damage to and destruction of property, natural resources
    and equipment;
    pollution and other environmental damage;
    clean-up
    responsibilities;
    regulatory investigation and penalties;
    suspension of our operations; and
    repairs to resume operations.   12




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##### Table of Contents



Drilling
    wells is speculative, often involving significant costs that may
    be more than our estimates, and may not result in any addition
    to our production or reserves. Any material inaccuracies in
    drilling costs, estimates or underlying assumptions will
    materially affect our business.
      Unless
    we replace our oil and natural gas reserves, our reserves and
    production will decline, which would adversely affect our cash
    flows and income.
    
    unable to identify attractive acquisition candidates or
    negotiate acceptable purchase contracts with them;
    unable to obtain financing for these acquisitions on
    economically acceptable terms; or
    outbid by competitors.   13




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##### Table of Contents



A
    significant portion of our potential future reserves and our
    business plan depend upon secondary recovery techniques to
    establish production.
    
    higher than projected operating costs;
    lower-than-expected production;
    longer response times;
    higher costs associated with obtaining capital;
    unusual or unexpected geological formations;
    fluctuations in natural gas and oil prices;
    regulatory changes;
    shortages of equipment; and
    lack of technical expertise.    Any
    acquisitions we complete are subject to considerable
    risk.
    
    the validity of our assumptions about reserves, future
    production, revenues and costs, including synergies;
    an inability to integrate successfully the businesses we acquire;
    a decrease in our liquidity by using our available cash or
    borrowing capacity to finance acquisitions;
    a significant increase in our interest expense or financial
    leverage if we incur additional debt to finance acquisitions;
    the assumption of unknown liabilities, losses or costs for which
    we are not indemnified or for which our indemnity is inadequate;
    the diversion of managements attention from other business
    concerns;
    an inability to hire, train or retain qualified personnel to
    manage the acquired properties or assets;
    the incurrence of other significant charges, such as impairment
    of goodwill or other intangible assets, asset devaluation or
    restructuring charges;
    unforeseen difficulties encountered in operating in new
    geographic or geological areas; and
    customer or key employee losses at the acquired businesses. 14




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##### Table of Contents



Our
    decision to acquire a property will depend in part on the
    evaluation of data obtained from production reports and
    engineering studies, geophysical and geological analyses and
    seismic and other information, the results of which are often
    incomplete or inconclusive.
    We
    must obtain governmental permits and approvals for drilling
    operations, which can result in delays in our operations, be a
    costly and time consuming process, and result in restrictions on
    our operations.
  and/or
  Due to
    our lack of geographic diversification, adverse developments in
    our operating areas would materially affect our
    business.
    We
    depend on a small number of customers for all, or a substantial
    amount of our sales. If these customers reduce the volumes of
    oil and natural gas they purchase from us, our revenue and cash
    available for distribution will decline to the extent we are not
    able to find new customers for our production.
    We are
    not the operator of some of our properties and we have limited
    control over the activities on those properties.
   15




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##### Table of Contents



We may
    suffer losses or incur liability for events for which we or the
    operator of a property have chosen not to obtain
    insurance.
    Our
    hedging activities could result in financial losses or could
    reduce our income and therefore our financial
    position.
      Our
    business depends in part on gathering and transportation
    facilities owned by others. Any limitation in the availability
    of those facilities could interfere with our ability to market
    our oil and natural gas production and could harm our
    business.
    The
    high cost of drilling rigs, equipment, supplies, personnel and
    other services could adversely affect our ability to execute on
    a timely basis our development, exploitation and exploration
    plans within our budget.
   16




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##### Table of Contents



We may
    incur possible leasehold defects.
    Many
    of our leases are in mature fields that have produced large
    quantities of oil and natural gas to date.
    Our
    lease ownership may be diluted due to financing strategies we
    may employ in the future due to our lack of
    capital.
    We are
    subject to complex laws and regulations, including environmental
    regulations, which can adversely affect the cost, manner or
    feasibility of doing business.
    
    location and density of wells;
    the handling of drilling fluids and obtaining discharge permits
    for drilling operations;
    accounting for and payment of royalties on production from
    state, federal and Indian lands;
    bonds for ownership, development and production of natural gas
    and oil properties;
    transportation of natural gas and oil by pipelines;
    operation of wells and reports concerning operations; and
    taxation.  clean-up
 17




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##### Table of Contents



Our
    operations may expose us to significant costs and liabilities
    with respect to environmental, operational safety and other
    matters.
      Our
    facilities and activities could be subject to regulation by the
    Federal Energy Regulatory Commission or the Department of
    Transportation, which could take actions that could result in a
    material adverse effect on our financial
    condition.
      We
    operate in a highly competitive environment and our competitors
    may have greater resources than us.
   18




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##### Table of Contents



We may
    incur substantial write-downs of the carrying value of our
    natural gas and oil properties, which would adversely impact our
    earnings.
    We
    will need additional capital in the future to finance our
    planned growth, which we may not be able to raise or may only be
    available on terms unfavorable to us or our stockholders, which
    may result in our inability to fund our working capital
    requirements and harm our operational results.
  and/or
      Our
    success depends on our key management and professional
    personnel, including C. Stephen Cochennet, the loss of whom
    would harm our ability to execute our business
    plan.
   19




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##### Table of Contents



Risks
    Associated with our Debt Financing
  Although
    we plan to repay our outstanding debt from proceeds of this
    offering, until we repay the full amount of the
    $9.0 million debentures, outstanding bank loans and
    promissory notes, we may continue to have substantial
    indebtedness, which is secured by all of our
    assets.
    We may
    be required to issue additional shares of common stock to our
    debenture holders, which would cause immediate and substantial
    dilution to our existing stockholders.
  30-day
  Risks
    Associated with our Common Stock and the Offering
  Our
    common stock is traded on an illiquid market, making it
    difficult for investors to sell their shares.
    The
    price of our common stock may be volatile and you may not be
    able to resell your shares at a favorable price.
    
    our operating and financial performance and prospects;
    quarterly variations in the rate of growth of our financial
    indicators, such as net income per share, net income and
    revenues;
    changes in revenue or earnings estimates or publication of
    research reports by analysts about us or the exploration and
    production industry;
    potentially limited liquidity;
    actual or anticipated variations in our reserve estimates and
    quarterly operating results; 20




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##### Table of Contents




    changes in natural gas and oil prices;
    sales of our common stock by significant stockholders and future
    issuances of our common stock;
    increases in our cost of capital;
    changes in applicable laws or regulations, court rulings and
    enforcement and legal actions;
    commencement of or involvement in litigation;
    changes in market valuations of similar companies;
    additions or departures of key management personnel;
    general market conditions, including fluctuations in and the
    occurrence of events or trends affecting the price of natural
    gas and oil; and
    domestic and international economic, legal and regulatory
    factors unrelated to our performance.  Due to
    our low book value, investors in this offering will incur
    substantial immediate dilution of up to
    $      per share.
    Future
    sales of our common stock may result in a decrease in the market
    price of our common stock, even if our business is doing
    well.
    lock-up lock-up lock-up lock-up lock-up lock-up
 21




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##### Table of Contents



We
    have substantial discretion to use the proceeds from this
    offering for business activities that may not be successful,
    which could adversely affect the trading price of our common
    stock.
    Our
    articles of incorporation, bylaws and Nevada Law contain
    provisions that could discourage an acquisition or change of
    control of us.
      We
    have no plans to pay dividends on our common stock. You may not
    receive funds without selling your stock.
    We may
    issue shares of preferred stock with greater rights than our
    common stock.
    We
    have derivative securities currently outstanding. Exercise of
    these derivatives will cause dilution to existing and new
    stockholders.
   22




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##### Table of Contents



SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS    
    estimated quantities and quality of oil and natural gas reserves;
    fluctuations in the price of oil and natural gas;
    inability to efficiently manage our operations;
    the inability of management to effectively implement our
    strategies and business plans;
    potential default under our secured obligations or material debt
    agreements;
    approval of certain parts of our operations by state regulators;
    inability to hire or retain sufficient qualified operating field
    personnel;
    inability to attract and obtain additional development capital;
    increases in interest rates or our cost of borrowing;
    deterioration in general or regional (especially Eastern Kansas)
    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;
    inability to achieve future sales levels or other operating
    results;
    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. 23




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##### Table of Contents



USE OF
    PROCEEDS      
    $9.0 million, plus accrued interest, for the repayment of
    our 10% debentures, which are due in
    March of 2010. We used the $9.0 million in
    proceeds from the debentures for development of our Black Oaks
    Project, the Thoren Project acquisition, other lease
    acquisitions and general working capital;  
    $965,000, plus accrued interest, for the repayment of our 5%
    promissory notes, which are due in September of 2008. These
    notes were incurred as part of a $2.7 million DD Energy
    acquisition completed in September 2007, whereby the sellers of
    the leaseholds agreed to carry a portion of the purchase price;
    $1,549,000, plus accrued interest, for the repayment of our 8.5%
    promissory note, which is due in September of 2011. We issued
    this note to Cornerstone Bank in connection with the purchase of
    the DD Energy Project;
    At least $5.0 million for the continued development of the
    Black Oaks Project;
    Up to $4.0 million for the continued development of the DD
    Energy Project;
    Up to $3.0 million for the continued development of the
    Tri-County Project;
    Up to $500,000 for the continued development of the Thoren
    Project; and
    Approximately $      million for
    the acquisition and development of other properties.     DIVIDEND
    POLICY   24




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##### Table of Contents



CAPITALIZATION      
    an actual consolidated historical basis; and
    on a pro forma basis to reflect the sale of shares of our common
    stock in this offering at an assumed offering price of
    $      per share, after deducting
    estimated underwriting discounts and commissions and estimate
    offering costs payable by us, and the use of proceeds therefrom.  As of December 31, 2007Pro FormaActual


As Adjusted(Audited)


(Unaudited)Long-term debt

$
10,260,332


$Stockholders equity (deficit):Common stock; $0.001 par value, 100,000,000 shares
    authorized, 22,203,256 issued and outstanding, actual(1);
    [          ]
    issued and outstanding, pro forma as adjusted


22,203Unamortized cost of stock, warrants and options issued for
    services


(129,329
)Unamortized loan fees and interest


(4,086,880
)Additional paid-in capital


8,835,059Accumulated (deficit)


(6,673,913
)Total stockholders equity (deficit)


(2,032,860
)Total capitalization

$
8,227,472


$     (1)
    
    This information does not give effect to a
    1-for-5
    reverse stock split of our common stock, which will be effected
    prior to consummation of this offering.    
    458,500 shares of our common stock issuable upon exercise
    of outstanding options at a weighted average exercise price of
    $1.26 per share;
    2,500 shares issuable upon conversion of an unsecured
    $25,000 6% convertible note due August 2, 2010, which
    is convertible into common stock at $10.00 per share;
    75,000 shares of our common stock issuable upon the
    exercise of outstanding warrants, at an exercise price of $3.00
    per share, that were issued to the underwriter in connection
    with the private placement of $9.0 million of debentures in
    April and June of 2007; and
    shares
    of our common stock issuable upon the exercise of warrants to be
    issued to the underwriters in connection with this offering at
    an exercise price equal to 120% of the offering price.    
    Assumes no exercise of the underwriters option to purchase
    additional shares: and
    The Pro Forma as Adjusted column gives effect to a
    1-for-5
    reverse stock split of our outstanding shares of common stock,
    which will be effected prior to the consummation of this
    offering (and assumes no fractional shares will remain
    outstanding thereafter). 25




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##### Table of Contents



DILUTION      Assumed public offering price per share

$Net tangible book value per share as
    of          ,
    2008 (unaudited)Increase in net tangible book value per share after the offeringAs adjusted net tangible book value per share after this offeringDilution in as adjusted net tangible book value per share to new
    investors

$     Shares Purchased


Total Consideration


Average PriceNumber


Percent


Amount


Percent


per Share(In thousands)Existing StockholdersNew Public InvestorsTotal      26




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##### Table of Contents



PRICE
    RANGE OF COMMON STOCK  mark-up,
  Low


HighFiscal 2007Quarter ended June 30, 2006

$
0.50


$
6.25Quarter ended September 30, 2006


4.50



7.50Quarter ended December 31, 2006


3.75



6.00Quarter ended March 31, 2007


0.50



0.60Fiscal 2008Quarter ended June 30, 2007


0.50



6.25Quarter ended September 30, 2007


3.75



6.75Quarter ended December 31, 2007


3.50



6.00Quarter ended March 31, 2008


4.05



6.00Fiscal 2009Quarter ended June 30, 2008
    (through          ,
    2008)    27




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##### Table of Contents



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 prospectus. 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 Risk Factors and
    elsewhere in this prospectus.
  Overview
        Recent
    Developments
      18-month
    Results
    of Operations for the Fiscal Year Ended March 31,
    2007.
   28




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##### Table of Contents



start-up,
    Results
    of Operations for the Nine Months Ended December 31, 2007
    and 2006.
  Income:
  Nine Months EndedDecember 31,2007

2006(Audited)

(Unaudited)

Increase/(Decrease)Amount

Amount

$Oil and natural gas revenues

$
1,982,119


$
76,314


$
1,905,805  29




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##### Table of Contents



Revenues
    Expenses:
  Nine Months EndedDecember 31,2007


2006(Audited)


(Unaudited)


Increase / (Decrease)Amount


Amount


$Expenses:Direct costs

$
1,104,272


$
279,619


$
824,653Professional fees


1,112,832



287,478



825,354Investor relations fees


164,435







164,435General and administrative expenses


1,758,262



319,366



1,438,896Depreciation, depletion and amortization


532,665



23,359



509,306Impairment of goodwill






677,000



(677,000
)Total expenses


4,672,466



1,586,822



3,085,644Net operating (loss)


(2,690,347
)


(1,510,508
)


1,179,839Other income (expense):Interest expense


(507,640
)


(4,239
)


503,401Loan fee expense


(113,155
)






113,155Loan interest accretion


(766,800
)






766,800Interest income






3,495



3,495Loss on sale of asset






(3,854
)


(3,854
)Total other income (expense)


(1,387,595
)


(4,598
)


1,382,997Net income (loss)

$
(4,077,942
)

$
(1,515,106
)

$
2,562,836   Direct
    Costs
    Professional
    Fees
    Investor
    Relations Fees
   30




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##### Table of Contents



General
    and Administrative
    Depreciation,
    Depletion and Amortization
    Impairment
    of Goodwill
    Net
    Operating Income (Loss)
    Other
    Income (Expense):
  Interest
    expense
    Loan Fee
    Expense
    Loan
    Interest Accretion
   31




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##### Table of Contents



Interest
    Income
    Loss on
    Sale of Asset
    Net
    Income (Loss)
  start-up,
  Reserves
      Summary
    of Oil and Natural Gas Reserves
    as of December 31, 2007
  PV10Proved Reserves Category

Gross BOE*


Net BOE*


(Before Tax)Proved, Developed Producing


643,573



488,897


$
12,156,907Proved, Developed Non-Producing


606,133



432,875


$
12,424,172Proved, Undeveloped


406,750



304,526


$
6,329,438Total Proved


1,656,456



1,226,298


$
30,910,517     *
    
    BOE = barrels of oil equivalent (with 6 mcf of natural gas =
    1 barrel of oil).  Operation
    Plan
      
    Investing additional capital in development drilling and in
    secondary and tertiary recovery of oil as well as natural gas;
    Using the latest technologies available to the oil and natural
    gas industry in our operations; and
    Finding additional oil and natural gas reserves on the
    properties we acquire. 32




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##### Table of Contents




    On April 12, 2007, we completed a private placement of
    senior secured debentures for $9.0 million (before fees and
    expenses) that has allowed us to implement our business plan.
    In April of 2007, we funded $4.0 million towards the
    development of the Black Oaks Project.
    On September 14, 2007, we completed the purchase of nine
    leases in Eastern Kansas for $800,000 in cash. As part of this
    acquisition, we acquired a nearly 100% working interest in
    1,300 gross acres of leaseholds located in Miami, Johnson
    and Franklin counties in Eastern Kansas.
    On September 27, 2007, DD Energy entered into a purchase
    and sale agreement with an effective date of September 1,
    2007, whereby DD Energy acquired seven oil leases and a 100%
    working interest in 1,700 gross acres of leaseholds for
    $2.7 million, of which $1,735,000 was in cash delivered at
    the time of closing and $965,000 was in the form of one year 5%
    promissory notes, secured by a second mortgage on the
    leaseholds. The $1,735,000 amount was borrowed from Cornerstone
    Bank pursuant to a 8.5% promissory note due September 27,
    2011. The seven leases are in Johnson, Anderson and Linn
    counties in Eastern Kansas.
    As of December 31, 2007, our estimated total proved
    reserves were 1.2 million BOE with a total proved PV10 of
    reserves of $30.9 million, before tax.
    On February 29, 2008, we received our first quarterly
    payment of $300,000 from Euramerica related to its option
    exercise contained in the amended and restated well development
    agreement with Euramerica. Further, through April of 2008,
    Euramerica funded $500,000 of a required $2.0 million to be
    invested by August 31, 2008, which will be used for
    development of the Gas City Project.
    On March 6, 2008, we entered into the Shell agreement
    whereby we agreed to an
    18-month
    fixed-price swap with Shell for 130 BOPD at a fixed price per
    barrel of $96.90, before transportation costs. This represents
    approximately 60% of our total current oil production on a net
    revenue basis and locks in approximately $6.8 million in
    gross revenue over the 18 month period. In addition, we
    agreed to sell all of our remaining oil production at current
    spot market pricing beginning April 1, 2008 through
    September 30, 2009 to Shell.
    On March 13, 2008, we disclosed an operations update
    regarding our Black Oaks Project, which was acquired in April of
    2007. Since January 15, 2008, our in-fill drilling and
    enhanced primary and secondary recovery waterflood techniques at
    the Black Oaks Project has increased oil production to an
    average of approximately 117 BOPD from a level of an average of
    approximately 32 BOPD per day when the project was originally
    acquired. Based upon these results, we anticipate commencing
    Phase II of the development plan.       33




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##### Table of Contents



Liquidity
    and Capital Resources
  and/or
    December 31,


March 31,


Increase/(Decrease)2007


2007


$Current Assets

$
1,345,583


$
120,604



1,224,979Current Liabilities

$
1,946,979


$
488,189



1,458,790Working Capital (deficit)

$
(601,396
)

$
(367,585
)


(233,811
)   Debenture
    Financing.
      Satisfaction
    of our cash obligations for the next
    12 months.
  and/or
   34




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##### Table of Contents



Summary
    of product research and development that we will perform for the
    term of our plan.
    Expected
    purchase or sale of any significant equipment.
    Significant
    changes in the number of employees.
    Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies and Estimates
       35




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##### Table of Contents



Recent
    Accounting Pronouncements
    Business Combinations purchase method
    Effects
    of Inflation and Pricing
   36




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##### Table of Contents



BUSINESS
    AND PROPERTIES  Our
    Business
          The
    Opportunity in Kansas
      
    Traditional
    Roll-Up
    Strategy.  We are seeking to employ a traditional
    roll-up
    strategy utilizing a combination of capital resources,
    operational and management expertise, technology, and our
    strategic partnership with Haas Petroleum, which has experience
    operating in the region for nearly 70 years.
    Numerous Acquisition Opportunities.  There are
    thousands of small producers and owners of mineral rights in the
    region, which afford us numerous opportunities to pursue
    negotiated lease transactions instead of having to competitively
    bid on fundamentally sound assets.
    Fragmented Ownership Structure.  There are
    numerous opportunities to acquire producing properties at
    attractive prices, because of the currently inefficient and
    fragmented ownership structure. 37




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##### Table of Contents



Our
    Properties
    Developed Acreage


Undeveloped Acreage


Total AcreageProject Name

Gross


Net(1)


Gross


Net(1)


Gross


Net(1)Black Oaks Project*


530



504



1,450



1,377



1,980



1,881DD Energy Project


380



380



1,340



1,340



1,720



1,720Tri-County Project


610



606



652



651



1,262



1,257Thoren Project


100



100



140



140



240



240Gas City Project


560



560



3,849



3,849



4,409



4,409Total


2,180



2,150



7,431



7,357



9,611



9,507     (1)
    
    Net acreage is based on our net working interest as of
    December 31, 2007.*
    
    Following completion of the Black Oaks Project, or upon mutual
    agreement with MorMeg, we will have the option to develop the
    approximate 2,100 acre Nickel Town Project.  Black
    Oaks and Nickel Town Projects
        PV10Gross STB*


Net STB*


(Before Tax)Proved, Developed Producing


243,256



158,539


$
2,010,023Proved, Developed Non-Producing


335,000



208,798


$
4,405,805Proved, Undeveloped


120,000



66,961


$
1,166,409Total Proved


698,256



434,298


$
7,582,237     *
    
    STB = one stock-tank barrel   38




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##### Table of Contents



DD
    Energy Project
        PV10Gross STB*


Net STB*


(Before Tax)Proved, Developed Producing


128,208



108,221


$
3,444,668Proved, Developed Non-Producing


183,200



153,849


$
6,348,604Proved, Undeveloped


202,750



169,521


$
3,940,437Total Proved


514,158



431,591


$
13,733,709     *
    
    STB = one stock-tank barrel    Tri-County
    Project
       39




---



##### Table of Contents



PV10Gross STB*


Net STB*


(Before Tax)Proved, Developed Producing


129,969



102,753


$
2,175,567Proved, Developed Non-Producing


54,600



42,728


$
1,242,725Proved, Undeveloped


60,000



47,700


$
691,684Total Proved


244,569



193,181


$
4,109,976     *
    
    STB = one stock-tank barrel    Thoren
    Project
        PV10Gross STB*


Net STB*


(Before Tax)Proved, Developed Producing


109,189



92,555


$
3,992,648Proved, Developed Non-Producing


-0-



-0-


$
-0-Proved, Undeveloped


24,000



20,334


$
530,908Total Proved


133,189



112,889


$
4,523,556     *
    
    STB = one stock-tank barrel      Gas
    City Project
     40




---



##### Table of Contents



PV10Gross MCF*


Net MCF*


(Before Tax)Proved, Developed Producing


197,704



160,976


$
534,001Proved, Developed Non-Producing


200,000



165,000


$
427,038Proved, Undeveloped


-0-



-0-


$
-0-Total Proved


397,704



325,976


$
961,039     *
    
    MCF = million cubic feet of natural gas        Our
    Business Strategy
    
    Develop Our Existing Properties.  We intend to
    create near-term reserve and production growth from over 400
    additional drilling locations identified on our properties. The
    structure and the continuous oil accumulation in Eastern Kansas
    and the mid-continent region of the United States, and the
    expected long-life production and reserves of our properties,
    are anticipated to enhance our opportunities for long-term
    profitability.
    Maximize Operational Control.  We seek to
    operate our properties and maintain a substantial working
    interest. We believe the ability to control our drilling
    inventory will provide us with the opportunity to more
    efficiently allocate capital, manage resources, control
    operating and development costs, and utilize our experience and
    knowledge of oilfield technologies. 41




---



##### Table of Contents




    Pursue Selective Acquisitions and Joint
    Ventures.  Due to our local presence in Kansas and
    strategic partnership with Haas Petroleum, we believe we are
    well-positioned to pursue selected acquisitions from the
    fragmented and capital constrained owners of mineral rights
    throughout Eastern Kansas.
    Reduce Unit Costs Through Economies of Scale and Efficient
    Operations.  As we continue to increase our oil
    production and develop our existing properties, we expect that
    our unit cost structure will benefit from economies of scale. In
    particular, we anticipate reducing unit costs by greater
    utilization of our existing infrastructure over a larger number
    of wells.  Our
    Competitive Strengths
    
    Acquisition and Development Strategy.  We have
    what we believe to be a relatively low-risk acquisition and
    development strategy compared to some of our competitors. We
    generally buy properties that have proven current production,
    with a projected pay-back within a relatively short period of
    time, and with potential growth and upside in terms of
    development, enhancement and efficiency. We also plan to
    minimize the risk of natural gas and oil price volatility by
    developing a portfolio of pricing for our production as we
    continue to expand and as market conditions permit.
    Significant Production Growth
    Opportunities.  We have acquired an attractive
    acreage position with very favorable lease terms in a region
    with historical hydrocarbon production. Based on continued
    drilling success within our acreage position, we expect to
    increase our reserves, production and cash flow.
    Experienced Management Team and Strategic Partner with Strong
    Technical Capability.  Our management team and
    Board of Directors have considerable industry experience and
    technical expertise in engineering, horizontal drilling,
    geoscience and field operations. In addition, our in-house
    technical personnel and strategic partner, Haas Petroleum, have
    extensive experience in Eastern Kansas, including completion and
    secondary recovery techniques and technologies.
    Incentivized Management Ownership.  The equity
    ownership of our directors and executive officers is strongly
    aligned with that of our stockholders. As of December 31,
    2007, our directors and executive officers owned approximately
    9.1% of our outstanding common stock, with options that upon
    exercise would increase their ownership of our outstanding
    common stock to 16.7%. In addition, the compensation
    arrangements for our directors and executive officers are
    weighted toward future performance based equity payments rather
    than cash.  Company
    History
   42




---



##### Table of Contents



Significant
    Developments from Inception through Fiscal 2007
    
    From February through August of 2006, EnerJex Kansas (formerly
    Midwest Energy) raised approximately $2.0 million by
    selling shares of its common stock, which was subsequently
    exchanged for shares of our common stock in the August 2006
    reverse merger.
    Effective February 1, 2006, EnerJex Kansas acquired the Gas
    City Project for $750,000, which as of December 31, 2007
    comprised approximately 4,400 acres of oil and natural gas
    leases in Allen County, Kansas.
    In September 2006, we entered into an agreement with MorMeg,
    which is controlled by Mark Haas, a principal of Haas Petroleum,
    to purchase and participate in the Black Oaks Project,
    approximately 1,980 acres of oil and natural gas leases in
    Woodson and Greenwood Counties, Kansas. We paid MorMeg $500,000
    ($300,000 in cash and $200,000 through the issuance of
    64,000 shares of our common stock), which included the
    purchase price for the leases, current oil production and an
    option fee to participate in an additional project owned by
    MorMeg called the Nickel Town Project, approximately
    2,100 acres of oil and natural gas leases near the Black
    Oaks Project.  Significant
    Developments in Fiscal 2008 To Date
    
    In April of 2007, we completed a debt financing in which we
    issued debentures and received $6.3 million (before
    expenses and placement fees) at the first closing and an
    additional $2.7 million in June 2007.
    In April of 2007, concurrent with the receipt of funds from the
    debentures, we acquired all of the rights, title and interest to
    the Black Oaks Project for $4.0 million, with the
    commitment to spend additional funds to fully complete the
    development of the Black Oaks Project.
    In April of 2007, Phase I of the Black Oaks Project development
    plan commenced with the drilling of 44 in-fill wells. In the
    period ended December 31, 2007, we began injecting water
    into the first five water injection wells at a rate averaging
    approximately 50 barrels of water per day per well, which
    was expanded in March 2008 to an average of approximately
    200 barrels of water per day per well. Project-wide
    production has increased to an average of approximately 117 BOPD
    from a level of approximately 32 BOPD per day when the project
    was originally acquired.
    In April of 2007, we entered into an agreement with MorMeg to
    acquire the 240 acre Thoren Project in Douglas County,
    Kansas for $400,000.
    In August of 2007, we entered into the Development Agreement
    with Euramerica, pursuant to which we granted to Euramerica the
    right to purchase the Gas City Project for $1.2 million.
    In September of 2007, we acquired the 1,700 acre DD
    Energy Project, located in Johnson, Anderson and Linn Counties
    of Kansas, for $2.7 million.
    In September of 2007, we acquired the
    1,300 acre Tri-County
    Project, located in Miami, Johnson and Franklin Counties,
    Kansas, for $800,000.
    Our estimated total proved oil reserves increased from zero as
    of March 31, 2007 to 1.2 million BOE as of
    December 31, 2007.
    According to a reserve report prepared by McCune Engineering
    P.E., our independent petroleum engineer, the total proved PV 10
    (present value) of reserves before tax as of December 31,
    2007 was $30.9 million. 43




---



##### Table of Contents




    In February of 2008, we received our first quarterly payment of
    $300,000 from Euramerica related to its option exercise
    contained in the amended and restated well development agreement
    with Euramerica executed on August 10, 2007. Further,
    through April 3, 2008, Euramerica funded $500,000, of a
    required $2.0 million to be invested by August 31,
    2008, which will be used for development of the Gas City Project.
    In March of 2008, we entered into the Shell agreement whereby we
    agreed to an
    18-month
    fixed-price swap with Shell for 130 BOPD at a fixed price per
    barrel of $96.90, before transportation costs. This represents
    approximately 60% of our total current oil production on a net
    revenue basis and locks in approximately $6.8 million in
    gross revenue over the 18 month period. In addition, we
    agreed to sell all of our remaining oil production at current
    spot market pricing beginning April 1, 2008 through
    September 30, 2009 to Shell.
    On March 13, 2008, we disclosed an operations update
    regarding our Black Oaks Project, which we acquired in April of
    2007. Since January 15, 2008, our in-fill drilling and
    waterflood enhanced recovery techniques at the Black Oaks
    Project has increased oil production to an average of
    approximately 117 BOPD from a level of 32 BOPD per day when the
    project was originally acquired. Based upon these results, we
    anticipate commencing Phase II of the development plan,
    which contemplates drilling 28 additional water injection wells
    and completing 23 additional producer wells.  Relationship
    with Haas Petroleum
       44




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##### Table of Contents



Drilling
    Activity
    Drilling ActivityGross Wells


Net Wells(1)Fiscal Year

Total


Producing


Dry


Total


Producing


Dry2006 Exploratory


-0-



-0-



-0-



-0-



-0-



-0-2007 Exploratory


-0-



-0-



-0-



-0-



-0-



-0-2008 Exploratory*


10



10



-0-



10



10



-0-2006 Development


-0-



-0-



-0-



-0-



-0-



-0-2007 Development


-0-



-0-



-0-



-0-



-0-



-0-2008 Development*


55



53



2



52



50



2     (1)
    
    Net wells are based on our net working interest as of
    December 31, 2007*
    
    2008 drilling activities are for the nine months ended
    December 31, 2007.  Net
    Production, Average Sales Price and Average Production and
    Lifting Costs
    Period FromInception (December 30,Nine Months Ended


Year Ended


2005) throughDecember 31,


March 31,


March 31,2007


2007


2006Net ProductionOil (Bbls)


25,674



-0-



-0-Natural gas (Mcf)


11,840



19,254



-0-Average Sales PricesOil (per Bbl)

$
76.45


$
-0-


$
-0-Natural gas (per Mcf)

$
5.25


$
4.72


$
-0-Average Production Cost(1)Per equivalent (Bbl of oil)

$
59.24


$
57.31


$
-0-Average Lifting Costs(2)Per equivalent (Bbl of oil)

$
39.94


$
53.73


$
-0-     (1)
    
    Production costs include all operating expenses, depreciation,
    depletion and amortization, lease operating expenses and all
    associated taxes. Impairment of oil and natural gas properties
    is not included in production costs.(2)
    
    Direct lifting costs do not include impairment expense or
    depreciation, depletion and amortization.  Results
    of Oil and Natural Gas Producing Activities
   45




---



##### Table of Contents



From Inception(December 30,For the Nine


For the Year


2005)Months Ended


Ended


throughDecember 31,


March 31,


March 31,2007


2007


2006Production revenues

$
1,982,119


$
90,800


$
2,142Production costs


(1,104,272
)


(172,417
)


(14,599
)Depreciation, depletion and amortization


(532,665
)


(11,477
)


(385
)Income tax


-0-



-0-



-0-Results of operations for producing activities

$
345,182


$
$(93,094
)

$
(12,842
)   Producing
    Wells
    ProducingGross


NetProject

Gross Oil


Net Oil(1)


Natural Gas


Natural Gas(1)Black Oaks Project*


63



60



-0-



-0-DD Energy Project


112



112



-0-



-0-Tri-County Project


191



190



-0-



-0-Thoren Project


31



31



-0-



-0-Gas City Project


-0-



-0-



15



15Total


444



440



15



15     (1)
    
    Net wells are based on our net working interest as of
    December 31, 2007*
    
    Following completion of the Black Oaks Project, or upon mutual
    agreement with MorMeg, we will have the option to develop the
    approximate 2,100 acre Nickel Town Project.  Reserves
   46




---



##### Table of Contents



Summary
    of Proved Oil and Natural Gas Reserves as of December 31,
    2007
  PV10Proved Reserves Category

Net


(Before Tax)(1)Proved, Developed ProducingOil (stock-tank barrels)


462,068Natural Gas (mcf)


160,976Total Developed Producing





$
12,156,907Proved, Developed Non-ProducingOil (stock-tank barrels)


405,375Natural Gas (mcf)


165,000Total Developed Non-Producing





$
12,424,172Proved, UndevelopedOil (stock-tank barrels)


304,526Natural Gas (mcf)


-0-Total Undeveloped





$
6,329,438Total Proved ReservesOil (stock-tank barrels)


1,171,969Natural Gas (mcf)


325,976Total





$
30,910,517     (1)
    
    The following table shows our reconciliation of our PV10 to our
    standardized measure of discounted future net cash flows (the
    most direct comparable measure calculated and presented in
    accordance with GAAP). PV10 is our estimate of the present value
    of future net revenues from estimated proved natural gas
    reserves after deducting estimated production and ad valorem
    taxes, future capital costs and operating expenses, but before
    deducting any estimates of future income taxes. The estimated
    future net revenues are discounted at an annual rate of 10% to
    determine their present value. We believe PV10 to be
    an important measure for evaluating the relative significance of
    our oil and natural gas properties and that the presentation of
    the non-GAAP financial measure of PV10 provides useful
    information to investors because it is widely used by
    professional analysts and sophisticated investors in evaluating
    oil and gas companies. Because there are many unique factors
    that can impact an individual company when estimating the amount
    of future income taxes to be paid, we believe the use of a
    pre-tax measure is valuable for evaluating our company. We
    believe that most other companies in the oil and gas industry
    calculate PV10 on the same basis. PV10 should not be considered
    as an alternative to the standardized measure of discounted
    future net cash flows as computed under GAAP.  As ofDecember 31,2007PV10

$
30,910,517Future income taxes, discounted at 10%


(5,034,403
)Standardized measure of discounted future net cash flows

$
25,876,114  47




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##### Table of Contents



Oil and
    Natural Gas Reserves Reported to Other Agencies
    Title to
    Properties
      Sale of
    Natural Gas and Oil
    Secondary
    Recovery and Other Production Enhancement Strategies
        3-D
 48




---



##### Table of Contents



Markets
    and Marketing
        Competition
    Governmental
    Regulations
  Regulation of Oil and Natural Gas
    Production.
 49




---



##### Table of Contents



Federal Regulation of Natural Gas. 636-A
    Environmental
    Matters
      
    require the acquisition of a permit or other authorization
    before construction or drilling commences and for certain other
    activities;
    limit or prohibit construction, drilling and other activities on
    certain lands lying within wilderness and other protected
    areas; and
    impose substantial liabilities for pollution resulting from its
    operations, or due to previous operations conducted on any
    leased lands.    clean-up
 50




---



##### Table of Contents



on-site
    Personnel
    Legal
    Proceedings
    Facilities
   51




---



##### Table of Contents



MANAGEMENT    Name

Age

PositionC. Stephen Cochennet


51


President, Chief Executive Officer, Principal Financial and
    Accounting Officer and ChairmanDierdre P. Jones


43


Director of Finance and AccountingRobert G. Wonish


54


DirectorDaran G. Dammeyer


47


DirectorDarrel G. Palmer


50


DirectorDr. James W. Rector


46


Director   C. Stephen Cochennet
  Dierdre P. Jones, These
    Faux Walls,
  Robert G. Wonish
  Daran G. Dammeyer,
 52




---



##### Table of Contents



Darrel G. Palmer,
  Dr. James W. Rector, Editor-in-Chief Journal of Applied Geophysics
  Board of
    Directors
    Committees
    of the Board of Directors
    Audit
    Committee
  Rule 10A-3 Regulation S-K
   53




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##### Table of Contents



Governance,
    Compensation and Nominating Committee
    Director
    Compensation
   EXECUTIVE
    COMPENSATION    Summary
    Compensation Table
  Option


All OtherFiscal


Salary


Bonus


Awards


Compensation


TotalName and Principal Position

Year


($)


($)


($)


($)


($)C. Stephen Cochennet


2007


$
110,500
(1)









$
9,500
(2)

$
120,000President, Chief Executive Officer and Principal Financial and
    Accounting OfficerTodd Bart


2007


$
106,875
(3)

$
8,306
(4)

$
37,813
(5)

$
8,775
(6)

$
161,769Former Chief Financial Officer  54




---



##### Table of Contents



(1)
    
    Mr. Cochennet began receiving compensation as of
    August 1, 2006; therefore the amounts listed for fiscal
    2007 represents compensation for only a portion of the year. We
    agreed to pay Mr. Cochennet a monthly salary of $13,000.
    Mr. Cochennet received $26,000 as compensation for
    August 1, 2006 through October 1, 2006. As of
    October 15, 2006, Mr. Cochennet agreed to defer his
    salary until financing was secured. As of March 31, 2007,
    we accrued $84,500 of Mr. Cochennets salary.
    Subsequent to March 31, 2007, Mr. Cochennets
    accrued salary was paid and Mr. Cochennet is no longer
    accruing salary.(2)
    
    Represents automobile maintenance and related costs.(3)
    
    Mr. Bart began receiving compensation as of June 15,
    2006. We agreed to pay Mr. Bart a monthly salary of
    $11,250. Mr. Bart resigned as our Chief Financial Officer
    on June 29, 2007.(4)
    
    Represents a discretionary moving bonus of $8,306.(5)
    
    Amount represents the estimated total fair market value of stock
    options granted to Mr. Bart under SFAS 123(R), as
    discussed in Note 3 to our audited financial statements for
    the year ended March 31, 2007 included elsewhere in this
    prospectus.(6)
    
    Represents reimbursement of Mr. Barts moving expenses.  Grants of
    Plan-Based Awards in Fiscal 2007
    PossibleFuture


All Other





GrantPayouts


Awards:


Exercise


Date FairUnder Non-


Number of


or Base


Value ofEquity


Securities


Price of


Stock andFiscal


Grant


Incentive


Underlying


Option


OptionName

Year


Date


Plan Awards


Options


Awards


AwardsC. Stephen Cochennet(1)


2007



N/A















Todd Bart(2)


2007



08/16/2006







60,000


$
5.00


$
99,000
(3)     (1)
    
    Mr. Cochennet did not receive any plan based awards in
    fiscal 2007.(2)
    
    Mr. Bart resigned as our Chief Financial Officer on
    June 29, 2007.(3)
    
    Amount represents the estimated total fair value of stock
    options granted to Mr. Bart under SFAS 123(R), as
    discussed in Note 3 to our audited financial statements for
    the year ended March 31, 2007 included elsewhere in this
    prospectus.  Outstanding
    Equity Awards at 2007 Fiscal Year-End
    Option AwardsNumber of


Number ofSecurities


SecuritiesUnderlying


UnderlyingUnexercised


Unexercised


OptionOptions


Options


Exercise


OptionFiscal Year


Exercisable


Unexercisable


Price


Expiration DateC. Stephen Cochennet(1)


2007















Todd Bart


2007



20,000



40,000


$
5.00



09/13/07
(2)     (1)
    
    Mr. Cochennet did not receive any equity incentive awards
    in fiscal 2007.(2)
    
    On June 29, 2007, we entered into a separation agreement
    with Mr. Bart, pursuant to which the 60,000 options were
    fully vested with a right to exercise any time prior to
    September 13, 2007. The options were not exercised and have
    been cancelled. 55




---



##### Table of Contents



Option
    Exercises for 2007
    Potential
    Payments Upon Termination or Change in Control
    2000
    Stock Option and Incentive Plan
    2002-2003
    Stock Option Plan
    2002-2003
      General
    Terms of Stock Option Plans
     56




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##### Table of Contents



Limitation
    of Liability of Directors
   CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS    
    The amounts involved exceeds the lesser of $120,000 or one
    percent of the average of our total assets at year end for the
    last two completed fiscal years; and
    A director, executive officer, holder of more than 5% of our
    common stock or any member of their immediate family had or will
    have a direct or indirect material interest.       57




---



##### Table of Contents



PRINCIPAL
    STOCKHOLDERS
      Percent of Outstanding


Percent of OutstandingShares of Common


Shares of CommonNumber


Stock


StockName of Beneficial Owner, Officer or Director(1)

of Shares


before Offering(2)


after Offering(2)C. Stephen Cochennet, President & Chief Executive
    Officer(3)


600,000
(4)


13.5
%



%Dierdre P. Jones, Director of Finance & Accounting(3)


20,000
(5)


0.5
%



%Robert G. Wonish, Director(3)


40,000
(6)


0.9
%



%Darrel G. Palmer, Director(3)


40,000
(6)


0.9
%



%Daran G. Dammeyer, Director(3)


41,920
(6)


0.9
%



%Dr. James W. Rector, Director(3)


-0-



0.0
%


0.0
%Directors and Officers as a Group


741,920



16.7
%



%West Coast Opportunity Fund LLC(7)*


1,000,000



22.5
%



%West Coast Asset Management, Inc. Paul Orfalea, Lance
    Helfert & R. Atticus Lowe
    2151 Alessandro Drive, #100
    Ventura, CA 93001Enable Growth Partners L.P.(8)*


385,980



8.7
%



%Enable Capital Management, LLC
    Mitchell S. Levine
    One Ferry Building, Suite 225
    San Francisco, CA 94111Beneficial Owners as a Group


1,385,980



31.2
%



%Directors, Officers and Beneficial Owners as a Group


2,127,900



47.9
%



%     (1)
    
    As used in this table, beneficial ownership means
    the sole or shared power to vote, or to direct the voting of, a
    security, or the sole or shared investment power with respect to
    a security (i.e., the power to dispose of, or to direct the
    disposition of, a security).(2)
    
    Figures are rounded to the nearest tenth of a percent.(3)
    
    The address of each person is care of EnerJex:
    7300 W. 110th
    Street,
    7th
    Floor, Overland Park, Kansas 66210.(4)
    
    Includes 200,000 options, exercisable at $6.25 per share through
    May 3, 2011.(5)
    
    Includes 20,000 options, exercisable at $6.25 per share through
    July 31, 2011.(6)
    
    Includes 40,000 options, exercisable at $6.25 per share through
    May 3, 2011. 58




---



##### Table of Contents



(7)
    
    The investment manager of West Coast Opportunity Fund, LLC
    (WCOF) is West Coast Asset Management
    (WCAM). WCAM has the authority to take any and all
    actions on behalf of WCOF, including voting any shares held by
    WCOF. Paul Orfalea, Lance Helfert and R. Atticus Lowe constitute
    the Investment Committee of the WCOF. Messrs. Orfalea,
    Helfert and Lowe disclaim beneficial ownership of the shares.(8)
    
    Enable Capital Management, as general and investment manager of
    Enable Growth Partners L.P. and other clients, may be deemed to
    have the power to direct the voting or disposition of shares of
    common stock held by Enable growth Partners L.P.
    (277,040 shares of common stock) and other clients
    (108,940 shares of common stock). Therefore, Energy Capital
    Management, LLC, as Enable Growth Partners L.P.s and those
    other accounts general partner and investment manager, and
    Mitchell S. Levine, as managing member and majority owner of
    Enable Capital Management, LLC, may be deemed to beneficially
    own the shares of common stock owned by Enable Growth Partners
    L.P. and such other accounts.*
    
    The information used set forth in this table is based on the
    information reported by the beneficial owners pursuant to their
    most recent respective Schedule 13G filings. DESCRIPTION
    OF CAPITAL STOCK  Common
    Stock
    Preferred
    Stock
    
    adopt resolutions;
    issue the shares;
    fix the number of shares;
    change the number of shares constituting any series; and
    provide for or change the following:  
    the voting powers;
    designations;
    preferences; and
    relative, participating, optional or other special rights,
    qualifications, limitations or restrictions, including the
    following:  
    dividend rights, including whether dividends are cumulative;
    dividend rates;
    terms of redemption, including sinking fund provisions; 59




---



##### Table of Contents




    redemption prices;
    conversion rights; and
    liquidation preferences of the shares constituting any class or
    series of the preferred stock.      Debenture
    Financing
      Production Thresholds.
    06/30/08


12/31/08


06/30/09BOPDE Production


182



170



206
(1)     (1)
    
    Notwithstanding the above, for the Measurement Date of
    June 30, 2009, if BOPDE production is (i) equal to or
    greater than 136 BOPDE but less than 206 BOPDE, we are only
    obligated to issue 200,000 shares of common stock instead
    of 600,000 shares of common stock, and (ii) equal to
    or greater than 69 BOPDE but less than 136 BOPDE, we are only
    obligated to issue 400,000 shares of common stock instead
    of 600,000 shares of common stock.    Right to Redeem Debenture.
 60




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##### Table of Contents



Registration Rights.
    Additional Restrictions and Operational
    Covenants.
  Nevada
    Anti-Takeover Law and Charter and By-law Provisions
  et seq
  et
    seq and/or et seq.
   61




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##### Table of Contents



Liability
    and Indemnification of Officers and Directors
    Transfer
    Agent
   MATERIAL
    U.S. FEDERAL INCOME TAX CONSEQUENCES FOR
    NON-U.S.
    HOLDERS  Non-U.S. Holder, Non-U.S. Holders Non-U.S. Holder
    If you are considering the purchase of common stock, you
    should consult your own tax advisors regarding the United States
    federal income tax consequences to you of the purchase,
    ownership, and disposition of common stock, as well as any
    consequences arising under the laws of any other taxing
    jurisdiction.
  Non-U.S. Holder
  U.S.
    Trade or Business Income
  Non-U.S. Holder
 62




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##### Table of Contents



Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder
  Distributions
  Non-U.S. Holder Non-U.S. Holders Non-U.S. Holders Non-U.S. Holder, Form W-8BEN Non-U.S. Holders
  Non-U.S. Holder
  Non-U.S. Holder Form W-8ECI, Non-U.S. Holders
  Sale or
    Other Disposition of Our Common Stock
  Non-U.S. Holder
  
    The gain is U.S. trade or business income, as defined and
    discussed above;
    The
    Non-U.S. Holder
    is an individual who is present in the United States for
    183 days or more in the taxable year of the disposition,
    and certain other conditions are met; or
    Our common stock constitutes a United States Real Property
    interest by reason of our status as a United States real
    property holding corporation, or a USRPHC, under
    Section 897 of the Code at any time during the shorter of
    the five-year period ending on the date of disposition and the
    Non-U.S. Holders
    holding period for our common stock.   63




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##### Table of Contents



Non-U.S. Holder Non-U.S. Holder
    U.S.
    Federal Estate Tax
  Non-U.S. Holder,
  Information
    Reporting and Backup Withholding
    Form W-8BEN) Non-U.S. Holder
  Non-U.S. Holder non-U.S. office non-U.S. broker non-U.S. broker non-U.S. office Non-U.S. Holder Non-U.S. Holders
  Non-U.S. Holder
 64




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##### Table of Contents



UNDERWRITING    Underwriter

Number of SharesC. K. Cooper & Company, Inc.Total     
    the obligation to purchase all of the shares of common stock
    offered hereby (other than those shares of common stock covered
    by their option to purchase additional shares as described
    below), if any of the shares are purchased;
    the representations and warranties made by us to the
    underwriters are true;
    there is no material change in our business or the financial
    markets; and
    we deliver customary closing documents to the underwriters.        Without Option


With OptionPer Share

$



$Total

$



$      65




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##### Table of Contents



180-days
    60-day 180-day
  
    during the last 17 days of the
    60-day or
    180-day
    restricted periods we issue an earnings release or material news
    or a material event relating to us occurs; or
    prior to the expiration of the
    60-day or
    180-day
    restricted periods, we announce that we will release earnings
    results during the
    16-day
    period beginning on the last day of the
    60-day or
    180-day
    periods,  18-day
  lock-up lock-up
       66




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##### Table of Contents



67




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##### Table of Contents



LEGAL
    MATTERS   EXPERTS   INDEPENDENT
    PETROLEUM ENGINEERS   WHERE YOU
    CAN FIND MORE INFORMATION  Form S-1
  th th
 68




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##### Table of Contents



GLOSSARY  Term

DefinitionBarrel (bbl)

The standard unit of measurement of liquids in the petroleum
    industry, it contains 42 U.S. standard gallons. Abbreviated to
    bbl.Basin

A depression in the crust of the Earth, caused by plate tectonic
    activity and subsidence, in which sediments accumulate.
    Sedimentary basins vary from bowl-shaped to elongated troughs.
    Basins can be bounded by faults. Rift basins are commonly
    symmetrical; basins along continental margins tend to be
    asymmetrical. If rich hydrocarbon source rocks occur in
    combination with appropriate depth and duration of burial, then
    a petroleum system can develop within the basin.BOPD

Abbreviation for barrels of oil per day, a common unit of
    measurement for volume of crude oil. The volume of a barrel is
    equivalent to 42 U.S. standard gallons.Carried Working Interest

The owner of this type of working interest in the drilling of a
    well incurs no capital contribution requirement for drilling or
    completion costs associated with a well and, if specified in the
    particular contract, may not incur capital contribution
    requirements beyond the completion of the well.Completion / Completing

A well made ready to produce oil or natural gas.Development

The phase in which a proven oil or natural gas field is brought
    into production by drilling development wells.Development Drilling

Wells drilled during the Development phase.Division order

A directive signed by the royalty owners verifying to the
    purchaser or operator of a well the decimal interest of
    production owned by the royalty owner. The Division Order
    generally includes the decimal interest, a legal description of
    the property, the operators name, and several legal
    agreements associated with the process. Completion of this step
    generally precedes placing the royalty owner on pay status to
    begin receiving revenue payments.Drilling

Act of boring a hole through which oil and/or natural gas may be
    produced.Dry Wells

A well found to be incapable of producing hydrocarbons in
    sufficient quantities such that proceeds from the sale of such
    production exceed production expenses and taxes.Exploration

The phase of operations which covers the search for oil or
    natural gas generally in unproven or semi-proven territory.Exploratory Drilling

Drilling of a relatively high percentage of properties which are
    unproven.Farm out

An arrangement whereby the owner of a lease assigns all or some
    portion of the lease or licenses to another company for
    undertaking exploration or development activity.Field

An area consisting of a single reservoir or multiple reservoirs
    all grouped on, or related to, the same individual geological
    structural feature or stratigraphic condition. The field name
    refers to the surface area, although it may refer to both the
    surface and the underground productive formations.Fixed price swap

A derivative instrument that exchanges or swaps the
    floating or daily price of a specified volume of
    natural gas, oil or NGL, over a specified period, for a fixed
    price for the specified volume over the same period (typically
    three months or longer).Gathering line / system

Pipelines and other facilities that transport oil or natural gas
    from wells and bring it by separate and individual lines to a
    central delivery point for delivery into a transmission line or
    mainline.Gross acre

The number of acres in which the Company owns any working
    interest. 69




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##### Table of Contents



Term

DefinitionGross Producing Well

A well in which a working interest is owned and is producing oil
    or natural gas or other liquids or hydrocarbons. The number or
    gross producing wells is the total number of wells producing oil
    or natural gas or other liquids or hydrocarbons in which a
    working interest is owned.Gross well

A well in which a working interest is owned. The number of gross
    wells is the total number of wells in which a working interest
    is owned.Held-By-Production (HBP)

Refers to an oil and natural gas property under lease, in which
    the lease continues to be in force, because of production from
    the property.Horizontal drilling

A drilling technique used in certain formations where a well is
    drilled vertically to a certain depth and then turned and
    drilled horizontally. Horizontal drilling allows the wellbore to
    follow the desired formation.In-fill wells

In-fill wells refers to wells drilled between established
    producing wells; a drilling program to reduce the spacing
    between wells in order to increase production and recovery of
    in-place hydrocarbons.Oil and Natural Gas Lease

A legal instrument executed by a mineral owner granting the
    right to another to explore, drill, and produce subsurface oil
    and natural gas. An oil and natural gas lease embodies the legal
    rights, privileges and duties pertaining to the lessor and
    lessee.Lifting Costs

The expenses of producing oil from a well. Lifting costs are the
    operating costs of the wells including the gathering and
    separating equipment. Lifting costs do not include the costs of
    drilling and completing the wells or transporting the oil.Mcf

Thousand cubic feet.Mmcf

Million cubic feet.Net acres

Determined by multiplying gross acres by the working interest
    that the Company owns in such acres.Net Producing Wells

The number of producing wells multiplied by the working interest
    in such wells.Net Revenue Interest

A share of production revenues after all royalties, overriding
    royalties and other nonoperating interests have been taken out
    of production for a well(s).Operator

A person, acting for itself, or as an agent for others,
    designated to conduct the operations on its or the joint
    interest owners behalf.Overriding Royalty

Ownership in a percentage of production or production revenues,
    free of the cost of production, created by the lessee, company
    and/or working interest owner and paid by the lessee, company
    and/or working interest owner out of revenue from the well.Pooled Unit

A term frequently used interchangeably with
    Unitization but more properly used to denominate the
    bringing together of small tracts sufficient for the granting of
    a well permit under applicable spacing rules.Proved Developed Reserves

Proved reserves that can be expected to be recovered from
    existing wells with existing equipment and operating methods.Proved Developed Non-Producing

Proved developed reserves expected to be recovered from zones
    behind casings in existing wells.Proved Undeveloped Reserves

Proved undeveloped reserves are the portion of proved reserves
    which can be expected to be recovered from new wells on
    undrilled proved acreage, or from existing wells where a
    relatively major expenditure is required for completion. 70




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##### Table of Contents



Term

DefinitionPV10 Value

PV10 value means the estimated future gross revenue to be
    generated from the production of proved reserves, net of
    estimated production and future development and abandonment
    costs, using prices and costs in effect at the determination
    date, before income taxes, and without giving effect to
    non-property related expenses, discounted to a present value
    using an annual discount rate of 10% in accordance with the
    guidelines of the SEC.Re-completion

Completion of an existing well for production from one formation
    or reservoir to another formation or reservoir that exists
    behind casing of the same well.Reservoir

The underground rock formation where oil and natural gas has
    accumulated. It consists of a porous rock to hold the oil or
    natural gas, and a cap rock that prevents its escape.Reservoir Pressure

The pressure at the face of the producing formation when the
    well is shut-in. It equals the shut-in pressure at the wellhead
    plus the weight of the column of oil and natural gas in the well.Secondary Recovery

The stage of hydrocarbon production during which an external
    fluid such as water or natural gas is injected into the
    reservoir through injection wells located in rock that has fluid
    communication with production wells. The purpose of secondary
    recovery is to maintain reservoir pressure and to displace
    hydrocarbons toward the wellbore.The most common secondary recovery techniques are natural gas
    injection and waterflooding. Normally, natural gas is injected
    into the natural gas cap and water is injected into the
    production zone to sweep oil from the reservoir. A
    pressure-maintenance program can begin during the primary
    recovery stage, but it is a form of enhanced recovery.Shut-in well

A well which is capable of producing but is not presently
    producing. Reasons for a well being shut-in may be lack of
    equipment, market or other.Stock Tank Barrel or STB

A stock tank barrel of oil is the equivalent of 42 U.S. Gallons
    at 60 degrees Fahrenheit.Undeveloped acreage

Lease acreage on which wells have not been drilled or completed
    to a point that would permit the production of commercial
    quantities of oil and natural gas regardless of whether such
    acreage contains proved reserves.Unitize, Unitization

When owners of oil and/or natural gas reservoir pool their
    individual interests in return for an interest in the overall
    unit.Waterflood

The injection of water into an oil reservoir to push
    additional oil out of the reservoir rock and into the wellbores
    of producing wells. Typically a secondary recovery process.Water Injection Wells

A well in which fluids are injected rather than produced, the
    primary objective typically being to maintain or increase
    reservoir pressure, often pursuant to a waterflood.Water Supply Wells

A well in which fluids are being produced for use in a Water
    Injection Well.Wellbore

A borehole; the hole drilled by the bit. A wellbore may have
    casing in it or it may be open (uncased); or part of it may be
    cased, and part of it may be open. Also called a borehole or
    hole.Working Interest

An interest in an oil and natural gas lease entitling the owner
    to receive a specified percentage of the proceeds of the sale of
    oil and natural gas production or a percentage of the
    production, but requiring the owner of the working interest to
    bear the cost to explore for, develop and produce such oil and
    natural gas.  71




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##### Table of Contents



INDEX TO
    FINANCIAL STATEMENTS  PageIndex to Financial Statements


F-1Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheet at March 31, 2007
    and 2006


F-3Consolidated Statement of Operations for the Year
    Ended March 31, 2007 and period of inception
    (December 30, 2005) to March 31, 2006


F-4Consolidated Statement of Stockholders
    Equity for the Year Ended March 31, 2007 and period of
    inception (December 30, 2005) to March 31,
    2006


F-5Consolidated Statement of Cash Flows for the Year
    Ended March 31, 2007 and period of inception
    (December 30, 2005) to March 31, 2006


F-6Notes to Consolidated Financial Statements


F-7Report of Independent Registered Public
    Accounting Firm


G-1Consolidated Balance Sheet at December 31,
    2007


G-2Consolidated Statement of Operations for the Nine
    Months Ended December 31, 2007 and 2006


G-3Consolidated Statement of Stockholders Equity
    (Deficit) for the Nine Months Ended December 31, 2007 and
    2006


G-4Consolidated Statement of Cash Flows for the Nine
    Months Ended December 31, 2007 and 2006


G-5Notes to Consolidated Financial Statements


G-6   The share information presented in the accompanying
    financial statements does not reflect the proposed
    1-for-5
    reverse stock split of our outstanding shares of common stock,
    which will be effected prior to the consummation of this
    offering.
 F-1




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##### Table of Contents



Report
    of Independent Registered Public Accounting Firm  
           
      F-2




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##### Table of Contents



EnerJex
    Resources, Inc. and Subsidiary
  Consolidated
    Balance Sheet
  March 31,


March 31,2007


2006ASSETSCurrent assets:Cash

$
99,493


$
590,432Accounts receivable


4,138



2,549Notes and interest receivable


10,300



Deposits and prepaid expenses


6,673



8,861Total current assets


120,604



601,842Fixed assets


35,500



17,550Accumulated depreciation


8,875



440Total fixed assets


26,625



17,110Other assets:Note receivable-officer


23,100



Oil and gas properties using full cost accounting:Properties not subject to amortization


322,178



59,582Properties subject to amortization






243,952Total other assets


345,278



303,534Total assets

$
492,507


$
922,486LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current liabilities:Accounts payable

$
42,299


$
49,045Notes payable


350,000



Accrued liabilities


95,890



503Total current liabilities


488,189



49,548Asset retirement obligation


23,908



22,038Convertible note payable


25,000



Contingencies and commitmentsStockholders equity (deficit):Preferred stock, $001 par value, 10,000,000 shares
    authorized, no shares issued and outstanding






Common stock $.001 par value, 100,000,000 shares
    authorized; 13,178,656 shares issued and outstanding at
    3/31/07 and 11,050,000 at 3/31/06


13,179



11,050Common stock owed but not issued 15,000 shares


15



Paid in capital


2,603,374



1,432,718Unamortized cost of options issued for service


(61,187
)


Unamortized cost of stock issued for service


(4,000
)


Retained deficit


(2,595,971
)


(592,868
)Total stockholders equity (deficit)


(44,590
)


850,900Total liabilities and stockholders equity (deficit)

$
492,507


$
922,486    F-3




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##### Table of Contents



EnerJex
    Resources, Inc. and Subsidiary



Consolidated
    Statement of Operations  From Inception(12/30/05)Year Ended


throughMarch 31,


March 31,2007


2006Oil and gas revenues

$
90,800


$
2,142Costs and operating expensesDirect operating costs


172,417



14,599Repairs on oil & gas equipment


165,603



40,436Professional fees


302,071



50,490Administrative expense


470,789



21,700Depreciation, depletion and amortization


23,978



825Impairment of oil & gas properties subject to
    amortization


273,959



468,081Goodwill on acquisition


677,000



Total cost and operating expenses


2,085,817



596,131Loss from operations


(1,995,017
)


(593,989
)Other income (expense):Interest expense


(8,434
)


(38
)Loss on sale of vehicle


(3,854
)


Interest income


4,202



1,159Total other income (expense)


(8,086
)


1,121Net loss

$
(2,003,103
)

$
(592,868
)Net loss per share of common stock-basic and diluted

$
(0.16
)

$
(0.07
)Weighted average shares outstanding


12,241,589



8,563,044    F-4




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##### Table of Contents



EnerJex
    Resources, Inc. and Subsidiary



Consolidated
    Statement of Stockholders Equity (Deficit)  Unamortized


UnamortizedCost of


Cost of





TotalCommon Stock


Options


Stock





StockholdersPer








Owed But


Paid in


Issued for


Issued for


Retained


EquityShare


Shares


Amount


Not Issued


Capital


Service


Service


Deficit


(Deficit)Stock issued to founders

$
0.001



8,000,000


$
8,000


$



$
(8,000
)

$



$



$



$
Stock sold


0.500



3,000,000



3,000







1,415,768















1,418,768Stock issued for services


0.500



50,000



50







24,950















25,000Net loss for the period






























(592,868
)


(592,868
)Balance March 31, 2006






11,050,000



11,050







1,432,718











(592,868
)


850,900Stock sold


0.540



768,000



768







414,032















414,800Stock issued for services


0.600



230,000



230







137,770















138,000Stock issued for services


1.000











15



14,985







(15,000
)






Stock issued to satisfy liabilities


0.600



510,000



510







305,490















306,000Stock issued to stockholders






300,656



301







(301
)














Stock issued for contract extension


0.625



320,000



320







199,680















200,000Options issued for services


















99,000



(99,000
)










Amortization of stock and options for services






















37,813



11,000







48,813Net loss for the period






























(2,003,103
)


(2,003,103
)Balance March 31, 2007






13,178,656


$
13,179


$
15


$
2,603,374


$
(61,187
)

$
(4,000
)

$
(2,595,971
)

$
(44,590
)    F-5




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##### Table of Contents



EnerJex
    Resources, Inc. and Subsidiary



Consolidated
    Statement of Cash Flows  From Inception(12/30/05)Year Ended


throughMarch 31,


March 31,2007


2006Cash flows from operating activities:Net loss

$
(2,003,103
)

$
(592,868
)Depreciation and depletion


22,108



863Amortization of stock and options for services


186,813



25,000Accretion of asset retirement obligation


1,870



Impairment of oil & gas properties subject to
    amortization


273,959



468,081Loss on sale of vehicle


3,854



Adjustments to reconcile net (loss) to cash used in operating
    activities:Accounts receivable


(1,589
)


(2,549
)Notes and interest receivable


(10,300
)


Deposits and prepaid expenses


2,188



(8,861
)Accounts payable


(6,746
)


49,045Accrued liabilities


95,387



503Cash used in operating activities


(1,435,559
)


(60,786
)Cash flows from investing activities:Purchase of equipment


(35,500
)


(17,550
)Additions to oil & gas properties not subject to
    amortization


(104,080
)


(750,000
)Note and interest receivable from officer


(23,100
)


Proceeds from sale of vehicle


11,500



Cash used in investing activities


(151,180
)


(767,550
)Cash flows from financing activities:Proceeds from note payable


350,000



Proceeds from sales of common stock


414,800



1,418,768Stock issued to pay liabilities


306,000



Proceeds from convertible note


25,000



Cash provided from financing activities


1,095,800



1,418,768Increase in cash & cash equivalents


(490,939
)


590,432Cash and cash equivalents, beginning


590,432



Cash and cash equivalents, end

$
99,493


$
590,432Interest paid

$
5,407


$
38Income tax paid

$



$
Non cash transactions:Stock and options issued for services

$
252,000


$
33,000Stock issued for properties not subject to amortization

$
200,000


$
Stock issued for payment of liabilities net of asset in reverse
    merger

$
306,000


$
    F-6




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##### Table of Contents



EnerJex
    Resources, Inc. and Subsidiary
  Notes
    to Consolidated Financial Statements
  Note 1 
    Significant
    Accounting Policies  Nature
    of Business
    Basis
    of Presentation
          Principles
    of Consolidation
    Use of
    Estimates
    Trade
    Accounts Receivable
   F-7




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##### Table of Contents



EnerJex
    Resources, Inc. and Subsidiary
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Stock-based
    Compensation
    Income
    Taxes
    Fair
    Value of Financial Instruments
    Earnings
    Per Share
  Earnings Per Share.
  Cash
    and Cash Equivalents
    Revenue
    Recognition
    Property
    and Equipment
    Debt
    issue costs
   F-8




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##### Table of Contents



EnerJex
    Resources, Inc. and Subsidiary
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Oil
    and Gas Properties
          Long-Lived
    Assets
    Asset
    Retirement Obligations
    Major
    Purchasers
    Recent
    Issued Accounting Standards
   F-9




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##### Table of Contents



EnerJex
    Resources, Inc. and Subsidiary
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Fair Value Measurements
    Reclassifications
    Note 2 
    Going
    Concern    Note 3 
    Stock
    Transactions  Stock
    transactions in fiscal 2006:
         F-10




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##### Table of Contents



EnerJex
    Resources, Inc. and Subsidiary
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Stock
    transactions in fiscal 2007:
                  Option
    transactions in fiscal 2007:
    Note 4 
    Impairment
    of oil and gas properties   F-11




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##### Table of Contents



EnerJex
    Resources, Inc. and Subsidiary
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Note 5 
    Income
    Taxes  2021-2022.
  March 31,


March 31,2007


2006Non-current deferred tax asset (liabilities):Net operating loss carry-forward

$
908,000


$
180,000Valuation allowance


(908,000
)


(180,000
)Total deferred tax net

$



$
     March 31,


March 31,2007


2006Statutory tax rate


34.0
%


34.0
%Change in valuation allowance


(34.0
)%


(34.0
)%Effective tax rate


0.0
%


0.0
%   Note 6 
    Asset
    Retirement Obligations    March 31,


March 31,2007


2006Asset retirement obligation, beginning of period

$
22,038


$
Liabilities incurred during the period






22,000Liabilities settled during the period






Accretion


1,870



38Asset retirement obligations, end of period

$
23,908


$
22,038   Note 7 
    Convertible
    Note   F-12




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##### Table of Contents



EnerJex
    Resources, Inc. and Subsidiary
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 8 
    Goodwill
    From Reverse Merger    Note 9 
    Related
    Party Transactions              Note 10 
    Commitments
    and Contingencies    Note 11 
    Note
    Payable    Note 12 
    Cost of
    Oil and Natural Gas Properties  General
   F-13




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##### Table of Contents



EnerJex
    Resources, Inc. and Subsidiary
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Results
    of operations from oil and natural gas producing
    activities
    March 31,


March 31,2007


2006Production revenues

$
90,800


$
2,142Production costs


(172,417
)


(14,599
)Depletion and depreciation


(11,477
)


(385
)Income taxes






Results of operations for producing activities

$
(93,094
)

$
(12,842
)   Capitalized
    costs of oil and natural gas producing properties
    March 31,


March 31,2007


2006Proved

$
11,862


$
244,337Unevaluated and unproved


322,178



59,582Accumulated depreciation and depletion


(11,862
)


(385
)Net capitalized costs

$
322,178


$
303,534     Capitalized
    costs incurred for oil and natural gas producing
    activities
    March 31,


March 31,2007


2006Acquisition of proved and unproved properties

$
304,080


$
772,000Development costs






Exploration costs






Total

$
304,080


$
772,000   Note 13 
    Subsequent
    Events   F-14




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##### Table of Contents



EnerJex
    Resources, Inc. and Subsidiary
  Notes to
    Consolidated Financial
    Statements  (Continued)
  30-day
        2002 2003
  Note 14 
    Supplemental
    Oil and Natural Gas Reserve Information (Unaudited)  (a)
    General   F-15




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##### Table of Contents



EnerJex
    Resources, Inc. and Subsidiary
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (b)
    Estimated
    Oil and Gas Reserve Quantities    Gas-mcfProved reserves:Balance at inception (December 30, 2005)


Purchase of
    reserves-in-place


229,912Production


(395
)Balance March 31, 2006


229,517     Gas-mcfProved reserves:Balance March 31, 2006


229,517Revisions of previous estimates


(212,077
)Production


(17,440
)Balance March 31, 2007


   reserves-in-place
    Gas-mcf


Gas-mcfMarch 31,


March 31,2007


200644,621



229,517   (c)
    Standardized
    measure of discounted future cash flows   F-16




---



##### Table of Contents



EnerJex
    Resources, Inc. and Subsidiary
  Notes to
    Consolidated Financial
    Statements  (Continued)
     March 31,


March 31,2007


2006Future production revenue

$
240,000


$
1,103,000Future production costs


(240,000
)


(775,000
)Future development costs






Future cash flows before income taxes






328,000Future income taxes






Future net cash flows






328,00010% annual discount for estimating of future cash flows






(84,000
)Standardized measure of discounted net cash flows

$



$
244,000   (d)
    Changes
    in Standardized Measure of Discounted Future Net Cash
    Flows    Balance December 30, 2005 (inception)(1)

$
Sales, net of production costs


Acquisition of gas in place


244,000Balance March 31, 2006


244,000Sales, net of production costs


(18,000
)Net change in pricing and production costs(1)


(60,000
)Net change in future estimated development costs


(90,000
)Extensions and discoveries


Revisions


(77,000
)Accretion of discount


1,000Change in income tax


Balance March 31, 2007

$
    F-17




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm  
         
 
    G-1




---



##### Table of Contents



EnerJex
    Resources, Inc. and subsidiaries



Consolidated
    Balance Sheet  December 31,2007ASSETSCurrent assets:Cash

$
957,477Accounts receivable


57,788Sales revenue receivable


319,521Prepaid expenses


10,797Total current assets


1,345,583Fixed assets, net of accumulated depreciation of $21,140


127,400Other assets:Oil and gas properties using full cost accounting:Properties not subject to amortization


74,777Properties subject to amortization


9,016,166Total other assets


9,090,943$
10,563,926LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
364,755Accrued liabilities


126,981Deferred payments from Euramerica for development


51,925Promissory notes payable


965,000Current portion of long term debt


438,318Total current liabilities


1,946,979Asset retirement obligation


389,475Long term liabilities:Convertible note payable


25,000Long-term debt, less current portion


10,235,33210,260,332Commitments and contingencies


Stockholders Equity (Deficit):Preferred stock, $0.001 par value, 10,000,000 shares
    authorized, no shares issued and outstanding


Common stock, $0.001 par value, 100,000,000 shares
    authorized 22,203,256 shares issued and outstanding


22,203Unamortized cost of stock, warrants & options issued
    for services


(129,329
)Unamortized loan fees and interest


(4,086,880
)Additional paid-in capital


8,835,059Accumulated (deficit)


(6,673,913
)(2,032,860
)$
10,563,926    G-2




---



##### Table of Contents



EnerJex
    Resources, Inc. and subsidiaries



Consolidated
    Statement of Operations  Nine Months Ended


Nine Months EndedDecember 31,


December 31,2007


2006(Audited)


(Unaudited)RevenueOil and gas activities

$
1,982,119


$
76,314Expenses:Direct costs


1,104,272



279,619Professional fees


1,112,832



287,478Investor relations fees


164,435



General and administrative expenses


1,758,262



319,366Depreciation, depletion and amortization


532,665



23,359Impairment of goodwill






677,000Total expenses


4,672,466



1,586,822Net operating (loss)


(2,690,347
)


(1,510,508
)Other income (expense):Interest expense


(507,640
)


(4,239
)Loan fees


(113,155
)


Loan interest accretion


(766,800
)


Interest income






3,495Loss on sale of asset






(3,854
)Total other income (expense)


(1,317,595
)


(4,598
)Net income (loss)

$
(4,077,942
)

$
(1,515,106
)Weighted average number of Common shares outstanding 
    basic


20,691,689



12,142,498Net income (loss) per share  basic

$
(0.16
)

$
(0.12
)    G-3




---



##### Table of Contents



EnerJex
    Resources, Inc. and subsidiaries



Consolidated
    Statement of Stockholders Equity (Deficit)  UnamortizedCost StockCommon Stock





& Options


UnamortizedOwed But


Paid in


Issued for


Loan Fees


Retained


StockholdersAmount


Not Issued


Capital


Services


& Interest


Deficit


Equity Deficit)Balance March 31, 2007

$
13,179


$
15


$
2,603,374


$
(65,187
)

$



$
(2,595,971
)

$
(44,590
)Stock sold


9,000







4,024,167















4,033,167Stock issued for services


9







11,990















11,999Previously authorized but unissued stock


15



(15
)


















Warrants issued for services










280,591















280,591Options issued for services










1,914,937



(64,142
)










1,850,795Loan fees and interest

















$
(4,086,880
)






(4,086,880
)Net loss for the period






















(4,077,942
)


(4.077,942
)Balance December 31, 2007

$
22,203


$



$
8,835,059


$
(129,329
)

$
(4,086,880
)

$
(6,673,913
)

$
(2,032,860
)    G-4




---



##### Table of Contents



EnerJex
    Resources, Inc. and subsidiaries



Consolidated
    Statement of Cash Flows  Nine Months Ended


Nine Months EndedDecember 31,


December 31,2007


2006(Audited)


(Unaudited)Cash flows from operating activitiesNet (loss)

$
(4,077,942
)

$
(1,515,106
)Depreciation, depletion and amortization


532,665



46,047Accretion of asset retirement obligation


13,567



1,440Stock, warrants and options issued for services


1,862,795



138,000Loan costs


879,955



Loss on sale of asset






3,854Adjustments to reconcile net (loss) to cash used in operating
    activities:Accounts and notes receivable


(362,871
)


(18,028
)Prepaid expenses


(4,124
)


8,443Accounts payable


322,456



28,832Accrued liabilities


31,091



38,437Deferred payments from Euramerica for development


51,925



Net cash used in operating activities


(750,483
)


(1,268,081
)Cash flows from investing activitiesPurchase of fixed assets


(113,575
)


(35,500
)Proceeds from sale of assets






11,500Payments received on notes receivable






(32,275
)Additions to oil and gas properties


(8,936,628
)


(100,000
)Additions to oil and gas properties not subject to amortization






(4,104
)Net cash used in investing activities


(9,050,203
)


(160,379
)Cash flows from financing activitiesProceeds from sale of common stock


4,313,757



414,800Stock issued for liabilities






306,000Payments received on notes receivable


23,100



Proceeds from long term debt


6,765,141



100,000Payments on notes payable


(443,328
)


Proceeds from convertible note






25,000Net cash provided from financing activities


10,658,670



845,800Net increase (decrease) in cash


857,984



(582,660
)Cash  beginning


99,493



590,432Cash  ending

$
957,477


$
7,772Supplemental disclosures:Interest paid

$
75,935


$
2,313Income taxes paid






Non-cash transactions Stock, warrants and options issued for
    services

$
1,862,795


$
644,000Asset retirement obligation


352,000



Loan costs


879,955



    G-5




---



##### Table of Contents



EnerJex
    Resources, Inc.



Notes to
    Consolidated Financial Statements  Note 1 
    Significant
    Accounting Policies  Nature
    of Business
    Principles
    of Consolidation
    Use of
    Estimates
    Trade
    Accounts Receivable
    Stock-based
    Compensation
    Income
    Taxes
    Fair
    Value of Financial Instruments
   G-6




---



##### Table of Contents



EnerJex
    Resources, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Earnings
    Per Share
  Earnings Per Share.
  Cash
    and Cash Equivalents
    Revenue
    Recognition
    Property
    and Equipment
    Debt
    issue costs
    Oil
    and Gas Properties
         G-7




---



##### Table of Contents



EnerJex
    Resources, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Long-Lived
    Assets
    Asset
    Retirement Obligations
    Major
    Purchasers
    Recent
    Issued Accounting Standards
       G-8




---



##### Table of Contents



EnerJex
    Resources, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Business Combinations purchase method
    Reclassifications
    Note 2 
    Stock
    Transactions  Stock
    transactions in fiscal 2008:
        Option
    and Warrant transactions in fiscal 2008:
       G-9




---



##### Table of Contents



EnerJex
    Resources, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
                Weighted Ave





Weighted AveOptions


Price


Warrants


PriceOutstanding 03/31/07


300,000


$
1.00






$
Granted


2,175,000



1.26



375,000



0.60Cancelled


(300,000
)


1.00







Exercised














Outstanding 12/31/07


2,175,000


$
1.26



375,000


$
0.60  G-10




---



##### Table of Contents



EnerJex
    Resources, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 3 
    Asset
    Retirement Obligation    December 31,2007Asset retirement obligation, beginning of period

$
23,908Liabilities incurred during the period


352,000Liabilities settled during the period


Accretion


13,567Asset retirement obligations, end of period

$
389,475   Note 4 
    Long-Term
    Debt           G-11




---



##### Table of Contents



EnerJex
    Resources, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
            December 31,2007Long term debentures

$
9,000,000Note payable  Cornerstone Bank


1,642,990Promissory notes payable


965,000Note payable


30,660Convertible note payable


25,000Total loans and notes payable

$
11,636,650   Note 5 
    Oil &
    Gas Properties   G-12




---



##### Table of Contents



EnerJex
    Resources, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
            Note 6 
    Related
    party transactions      Note 7 
    Commitments
    and Contingencies  30-day
 G-13




---



##### Table of Contents



EnerJex
    Resources, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Note 8 
    Income
    Taxes  2021-2023.
  December 31,2007Non-current deferred tax asset:Goodwill and oil & gas costs

$
264,320Loan costs


(172,178
)Net operating loss carry-forward


2,231,450Valuation allowance


(2,323,592
)Total deferred tax net

$
     December 31,2007Statutory tax rate


34.0
%Equity based compensation


(13.0
)%Loan cost and other


4.0
%Change in valuation allowance


(25.0
)%Effective tax rate


0.0
%   Note 9 
    Cost of
    Oil and Natural Gas Properties  Results
    of operations from oil and natural gas producing
    activities
    December 31,2007Production revenues

$
1,982,119Production costs


(1,104,272
)Depletion and depreciation


(532,665
)Income taxes


Results of operations for producing activities

$
345,182  G-14




---



##### Table of Contents



EnerJex
    Resources, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Capitalized
    costs of oil and natural gas producing properties
    December 31,2007Proved

$
9,547,893Unevaluated and unproved


74,777Accumulated depreciation and depletion


(531,727
)Net capitalized costs

$
9,090,943     Capitalized
    costs incurred for oil and natural gas producing
    activities
    December 31,2007Acquisition of proved and unproved properties

$
4,560,579Development costs


4,376,049Exploration costs


Total

$
8,936,628   Note 10 
    Subsequent
    Events    Note 11 
    Supplemental
    Oil and Natural Gas Reserve Information (Unaudited)  (a)
    General   G-15




---



##### Table of Contents



EnerJex
    Resources, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (b)
    Estimated
    Oil and Gas Reserve Quantities    Gas  mcf


Oil  stbProved reserves:Balance March 31, 2007






Revisions of previous estimates






Extensions and discoveries


335,905



1,197,653Production


(9,926
)


(25,674
)Balance, December 31, 2007


325,979



1,171,979     *
    
    STB represents Stock Tank Barrels    Gas- mcf


Oil stbDecember 31,


December 31,2007


2007325,976



867,443   (c) Standardized
    measure of discounted future cash flows
      December 31,2007Future production revenue

$
100,583,366Future production costs


(31,730,228
)Future development costs


(14,245,318
)Future cash flows before income taxes


54,607,820Future income taxes


(5,034,403
)Future net cash flows


49,573,41710% annual discount for estimating of future cash flows


(23,697,303
)Standardized measure of discounted net cash flows

$
25,876,114  G-16




---



##### Table of Contents



EnerJex
    Resources, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (d)
    Changes
    in Standardized Measure of Discounted Future Net Cash
    Flows  Balance March 31, 2007

$
Sales, net of production costs


(877,847
)Net change in pricing and production costs


Net change in future estimated development costs


Extensions and discoveries


26,753,961Revisions


Accretion of discount


Change in income tax


Balance December 31, 2007

$
25,876,114   BLACK
    OAKS PROJECT LOCATIONS
    (At time of Acquisition)
  
 G-17




---



##### Table of Contents



EnerJex
    Resources, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  BLACK
    OAKS PROJECT
    (At Completion of Phase 1 Development)
   G-18




---



##### Table of Contents



Shares
  
  Common Stock
    PROSPECTUS




---



##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  Item 13.
    Other
    Expenses of Issuance and Distribution    SEC registration fee

$
1,100.40American Stock Exchange listing application fee


*Printing expenses


*FINRA filing fee


*Legal fees and expenses


*Accounting fees and expenses


*Blue sky fees and expenses


*Transfer Agent fees


*Miscellaneous


*Total

$
*     *
    
    To be filed by amendment  Item 14.
    Indemnification
    of Directors and Officers      and/or
 II-1




---



##### Table of Contents



Item 15.
    Recent
    Sales of Unregistered Securities                   II-2




---



##### Table of Contents



OptionPerson Issued to

No. of options


Exercise Price


Term


PlanC. Stephen Cochennet, CEO


200,000


$
6.25



4 Years



2000Daran G. Dammeyer, Director


40,000


$
6.25



4 Years



2002/2003Robert G. Wonish, Director


40,000


$
6.25



4 Years



2002/2003Darrel G. Palmer, Director


40,000


$
6.25



4 Years



2002/2003Mark Haas, Service provider


60,000


$
6.25



4 Years



2002/2003Brad Kramer, Employee


15,000


$
6.25



4 Years



2002/2003Maureen Elton, Employee


10,000


$
6.25



4 Years



2002/2003Total:


405,000        II-3




---



##### Table of Contents



Item 16.
    Exhibits
    and Financial Statement Schedules  (a) Exhibits
  Exhibit No.

Description1
.1*

Form of Underwriting Agreement2
.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)3
.1**

Amended and Restated Articles of Incorporation, as currently in
    effect (incorporated by reference to Exhibit 3(i)(c) to the
    Form 8-K
    filed on August 16, 2006)3
.2*

Amended and Restated Bylaws, as currently in effect4
.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)4
.3*

Specimen common stock certificate5
.1*

Opinion of Husch Blackwell Sanders LLP10
.1**

Letter Agreement with MorMeg, LLC dated September 26, 2006
    (incorporated by reference to Exhibit 10.9 to the
    Form 8-K
    filed on October 13, 2006)10
.2**

Amendment No. 1 to Letter Agreement with MorMeg, LLC dated
    December 12, 2006 (incorporated by reference to
    Exhibit 10.10 to the
    Form 8-K
    filed on January 8, 2007)10
.3**

Debenture Securities Purchase Agreement dated April 11,
    2007 (incorporated by reference to Exhibit 10.11 to the
    Form 8-K
    filed on April 16, 2007)10
.4**

Debenture Registration Rights Agreement dated April 11,
    2007 (incorporated by reference to Exhibit 10.12 to the
    Form 8-K
    filed on April 16, 2007)10
.5**

Senior Secured Debenture  ($3,500,000) West Coast
    Opportunity Fund, LLC dated April 11, 2007 (incorporated by
    reference to Exhibit 10.13 to the
    Form 8-K
    filed on April 16, 2007)10
.6**

Senior Secured Debenture  ($700,000) DKR Soundshore
    Oasis Holding Fund Ltd. dated April 11, 2007
    (incorporated by reference to Exhibit 10.14 to the
    Form 8-K
    filed on April 16, 2007)10
.7**

Senior Secured Debenture  ($1,050,000) Enable Growth
    Partners, LP dated April 11, 2007 (incorporated by
    reference to Exhibit 10.15 to the
    Form 8-K
    filed on April 16, 2007)10
.8**

Senior Secured Debenture  ($350,000) Enable
    Opportunity Partners LP dated April 11, 2007 (incorporated
    by reference to Exhibit 10.16 to the
    Form 8-K
    filed on April 16, 2007)10
.9**

Senior Secured Debenture  ($350,000) Glacier Partners
    LP dated April 11, 2007 (incorporated by reference to
    Exhibit 10.17 to the
    Form 8-K
    filed on April 16, 2007)10
.10**

Senior Secured Debenture  ($350,000) Frey Living
    Trust dated April 11, 2007 (incorporated by reference to
    Exhibit 10.18 to the
    Form 8-K
    filed on April 16, 2007)10
.11**

Debenture Secured Guaranty dated April 11, 2007
    (incorporated by reference to Exhibit 10.19 to the
    Form 8-K
    filed on April 16, 2007) II-4




---



##### Table of Contents



Exhibit No.

Description10
.12**

Debenture Pledge and Security Agreement dated April 11,
    2007 (incorporated by reference to Exhibit 10.20 to the
    Form 8-K
    filed on April 16, 2007)10
.13**

Joint Exploration Agreement with MorMeg, LLC dated
    March 30, 2007 (incorporated by reference to
    Exhibit 10.21 to the
    Form 8-K
    filed on April 16, 2007)10
.14**

Purchase and Sale Agreement with MorMeg, LLC dated
    April 18, 2007 (incorporated by reference to
    Exhibit 10.22 to the
    Form 8-K
    filed on May 2, 2007)10
.15**

2000-2001
    Stock Option Plan (incorporated by reference to
    Exhibit 99.2 to the
    Form 10-QSB
    filed on February 14, 2001)10
.16**

Amended and Restated 2002/2003 Stock Option Plan (incorporated
    by reference to Exhibit 10.23 to the
    Form 8-K
    filed on May 11, 2007)10
.17**

Senior Secured Debenture dated June 21, 2007 
    ($1,500,000)West Coast Opportunity Fund, LLC (incorporated by
    reference to Exhibit 10.24 to the
    Form 8-K
    filed on June 25, 2007)10
.18**

Senior Secured Debenture  ($300,000) DKR Soundshore
    Oasis Holding Fund Ltd. dated June 21, 2007
    (incorporated by reference to Exhibit 10.25 to the
    Form 8-K
    filed on June 25, 2007)10
.19**

Senior Secured Debenture  ($450,000) Enable Growth
    Partners LP dated June 21, 2007 (incorporated by reference
    to Exhibit 10.26 to the
    Form 8-K
    filed on June 25, 2007)10
.20**

Senior Secured Debenture  ($150,000) Enable
    Opportunity Partners LP dated June 21, 2007 (incorporated
    by reference to Exhibit 10.27 to the
    Form 8-K
    filed on June 25, 2007)10
.21**

Senior Secured Debenture  ($150,000) Glacier Partners
    LP dated June 21, 2007 (incorporated by reference to
    Exhibit 10.28 to the
    Form 8-K
    filed on June 25, 2007)10
.22**

Senior Secured Debenture  ($150,000) Frey Living
    Trust dated June 21, 2007 (incorporated by reference to
    Exhibit 10.29 to the
    Form 8-K
    filed on June 25, 2007)10
.23**

Debenture Mortgage, Security Agreement and Assignment of
    Production dated June 21, 2007 (incorporated by reference
    to Exhibit 10.30 to the
    Form 8-K
    filed on June 25, 2007)10
.24**

Separation Agreement with Todd Bart dated June 14, 2007
    (incorporated by reference to Exhibit 10.31 to the
    Form 8-K
    filed on June 29, 2007)10
.25**

Amended and Restated Well Development Agreement and Option for
    Gas City Project dated August 10, 2007 (incorporated by
    reference to Exhibit 10.31 to the
    Form 10-QSB
    filed on August 17, 2007)10
.26**

Purchase and Sale Contract for Tri-County Project dated
    September 27, 2007 (incorporated by reference to
    Exhibit 10.1 to the
    Form 8-K
    filed on October 2, 2007)10
.27**

Purchase and Sale Contract DD Energy Project dated
    September 14, 2007 (incorporated by reference to
    Exhibit 10.33 to the
    Form 10-QSB
    filed on November 14, 2007)10
.28**

Amendment No. 1 to Well Development Agreement and Option
    for Gas City Project dated December 10, 2007 (incorporated
    by reference to Exhibit 10.35 to the
    Form 8-K
    filed on December 20, 2007)10
.29**

Debenture Holder Amendment Letter dated December 10, 2007
    (incorporated by reference to Exhibit 10.36 to the
    Form 8-K
    filed on December 20, 2007)10
.30**

Amendment No. 2 to Joint Exploration Agreement with MorMeg,
    LLC dated March 20, 2008 (incorporated by reference to
    Exhibit 10.1 to the
    Form 8-K
    filed on March 24, 2008)10
.31*

Form of
    Lock-Up
    Agreement21
.1*

List of Subsidiaries23
.1

Consent of Weaver & Martin, LLC23
.2*

Consent of Husch Blackwell Sanders LLP (included in
    Exhibit 5.1)23
.3

Consent of McCune Engineering, P.E.     *
    
    To be filed by amendment.**
    
    Incorporated by reference as indicated.
    
    Indicates management contract or compensatory plan or
    arrangement. II-5




---



##### Table of Contents



(b) Financial Statement Schedules
    Item 17.
    Undertakings.         II-6




---



##### Table of Contents



SIGNATURES
      By:
    /s/  C.
    Stephen Cochennet   President and Chief Executive Officer
    Signature

Title

Date/s/  C.
    Stephen CochennetC.
    Stephen Cochennet

President, Chief Executive Officer, (Principal Executive
    Officer), Chief Financial Officer (Principal Financial and
    Accounting Officer), Chairman

April 9, 2008/s/  Robert
    G. WonishRobert
    G. Wonish

Director

April 9, 2008/s/  Daran
    G. DammeyerDaran
    G. Dammeyer

Director

April 9, 2008/s/  Darrel
    G. PalmerDarrel
    G. Palmer

Director

April 9, 2008/s/  Dr. James
    W. RectorDr. James
    W. Rector

Director

April 9, 2008




---



##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Description1
.1*

Form of Underwriting Agreement2
.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)3
.1**

Amended and Restated Articles of Incorporation, as currently in
    effect (incorporated by reference to Exhibit 3(i)(c) to the
    Form 8-K
    filed on August 16, 2006)3
.2*

Amended and Restated Bylaws, as currently in effect4
.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)4
.3*

Specimen common stock certificate5
.1*

Opinion of Husch Blackwell Sanders LLP10
.1**

Letter Agreement with MorMeg, LLC dated September 26, 2006
    (incorporated by reference to Exhibit 10.9 to the
    Form 8-K
    filed on October 13, 2006)10
.2**

Amendment No. 1 to Letter Agreement with MorMeg, LLC dated
    December 12, 2006 (incorporated by reference to
    Exhibit 10.10 to the
    Form 8-K
    filed on January 8, 2007)10
.3**

Debenture Securities Purchase Agreement dated April 11,
    2007 (incorporated by reference to Exhibit 10.11 to the
    Form 8-K
    filed on April 16, 2007)10
.4**

Debenture Registration Rights Agreement dated April 11,
    2007 (incorporated by reference to Exhibit 10.12 to the
    Form 8-K
    filed on April 16, 2007)10
.5**

Senior Secured Debenture  ($3,500,000) West Coast
    Opportunity Fund, LLC dated April 11, 2007 (incorporated by
    reference to Exhibit 10.13 to the
    Form 8-K
    filed on April 16, 2007)10
.6**

Senior Secured Debenture  ($700,000) DKR Soundshore
    Oasis Holding Fund Ltd. dated April 11, 2007
    (incorporated by reference to Exhibit 10.14 to the
    Form 8-K
    filed on April 16, 2007)10
.7**

Senior Secured Debenture  ($1,050,000) Enable Growth
    Partners, LP dated April 11, 2007 (incorporated by
    reference to Exhibit 10.15 to the
    Form 8-K
    filed on April 16, 2007)10
.8**

Senior Secured Debenture  ($350,000) Enable
    Opportunity Partners LP dated April 11, 2007 (incorporated
    by reference to Exhibit 10.16 to the
    Form 8-K
    filed on April 16, 2007)10
.9**

Senior Secured Debenture  ($350,000) Glacier Partners
    LP dated April 11, 2007 (incorporated by reference to
    Exhibit 10.17 to the
    Form 8-K
    filed on April 16, 2007)10
.10**

Senior Secured Debenture  ($350,000) Frey Living
    Trust dated April 11, 2007 (incorporated by reference to
    Exhibit 10.18 to the
    Form 8-K
    filed on April 16, 2007)10
.11**

Debenture Secured Guaranty dated April 11, 2007
    (incorporated by reference to Exhibit 10.19 to the
    Form 8-K
    filed on April 16, 2007)10
.12**

Debenture Pledge and Security Agreement dated April 11,
    2007 (incorporated by reference to Exhibit 10.20 to the
    Form 8-K
    filed on April 16, 2007)10
.13**

Joint Exploration Agreement with MorMeg, LLC dated
    March 30, 2007 (incorporated by reference to
    Exhibit 10.21 to the
    Form 8-K
    filed on April 16, 2007)10
.14**

Purchase and Sale Agreement with MorMeg, LLC dated
    April 18, 2007 (incorporated by reference to
    Exhibit 10.22 to the
    Form 8-K
    filed on May 2, 2007)10
.15**

2000-2001
    Stock Option Plan (incorporated by reference to
    Exhibit 99.2 to the
    Form 10-QSB
    filed on February 14, 2001)10
.16**

Amended and Restated 2002/2003 Stock Option Plan (incorporated
    by reference to Exhibit 10.23 to the
    Form 8-K
    filed on May 11, 2007)10
.17**

Senior Secured Debenture dated June 21, 2007 
    ($1,500,000)West Coast Opportunity Fund, LLC (incorporated by
    reference to Exhibit 10.24 to the
    Form 8-K
    filed on June 25, 2007)




---



##### Table of Contents



Exhibit No.

Description10
.18**

Senior Secured Debenture  ($300,000) DKR Soundshore
    Oasis Holding Fund Ltd. dated June 21, 2007
    (incorporated by reference to Exhibit 10.25 to the
    Form 8-K
    filed on June 25, 2007)10
.19**

Senior Secured Debenture  ($450,000) Enable Growth
    Partners LP dated June 21, 2007 (incorporated by reference
    to Exhibit 10.26 to the
    Form 8-K
    filed on June 25, 2007)10
.20**

Senior Secured Debenture  ($150,000) Enable
    Opportunity Partners LP dated June 21, 2007 (incorporated
    by reference to Exhibit 10.27 to the
    Form 8-K
    filed on June 25, 2007)10
.21**

Senior Secured Debenture  ($150,000) Glacier Partners
    LP dated June 21, 2007 (incorporated by reference to
    Exhibit 10.28 to the
    Form 8-K
    filed on June 25, 2007)10
.22**

Senior Secured Debenture  ($150,000) Frey Living
    Trust dated June 21, 2007 (incorporated by reference to
    Exhibit 10.29 to the
    Form 8-K
    filed on June 25, 2007)10
.23**

Debenture Mortgage, Security Agreement and Assignment of
    Production dated June 21, 2007 (incorporated by reference
    to Exhibit 10.30 to the
    Form 8-K
    filed on June 25, 2007)10
.24**

Separation Agreement with Todd Bart dated June 14, 2007
    (incorporated by reference to Exhibit 10.31 to the
    Form 8-K
    filed on June 29, 2007)10
.25**

Amended and Restated Well Development Agreement and Option for
    Gas City Project dated August 10, 2007 (incorporated by
    reference to Exhibit 10.31 to the
    Form 10-QSB
    filed on August 17, 2007)10
.26**

Purchase and Sale Contract for Tri-County Project dated
    September 27, 2007 (incorporated by reference to
    Exhibit 10.1 to the
    Form 8-K
    filed on October 2, 2007)10
.27**

Purchase and Sale Contract DD Energy Project dated
    September 14, 2007 (incorporated by reference to
    Exhibit 10.33 to the
    Form 10-QSB
    filed on November 14, 2007)10
.28**

Amendment No. 1 to Well Development Agreement and Option
    for Gas City Project dated December 10, 2007 (incorporated
    by reference to Exhibit 10.35 to the
    Form 8-K
    filed on December 20, 2007)10
.29**

Debenture Holder Amendment Letter dated December 10, 2007
    (incorporated by reference to Exhibit 10.36 to the
    Form 8-K
    filed on December 20, 2007)10
.30**

Amendment No. 2 to Joint Exploration Agreement with MorMeg,
    LLC dated March 20, 2008 (incorporated by reference to
    Exhibit 10.1 to the
    Form 8-K
    filed on March 24, 2008)10
.31*

Form of
    Lock-Up
    Agreement21
.1*

List of Subsidiaries23
.1

Consent of Weaver & Martin, LLC23
.2*

Consent of Husch Blackwell Sanders LLP (included in
    Exhibit 5.1)23
.3

Consent of McCune Engineering, P.E.     *
    
    To be filed by amendment.**
    
    Previously filed.
    
    Indicates management contract or compensatory plan or
    arrangement.