SecProbe.io

Mail Stop 3561
December 19, 2017

Louis G. Schott
Interim Chief Executive Officer
EnerJex Resources, Inc.
4040 Broadway Street, Suite 425
San Antonio, TX 78209

Re: EnerJex Resources,  Inc.
Registration Statement on Form S-4
Filed November 22, 2017
  File No. 333 -221712

Dear Mr. Schott :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

General

1. Please include a preliminary proxy card with your next amendment .  Refer to Exchange
Act Rule 14a -6.

2. Please revise to clarify whether you are registering the offer and sale of EnerJex
Resources, Inc. common stoc k to the AgEagle Aerial Systems, Inc.  shareholders  in
connection with the merger.  We note your disclosure on page 12 that shares to be
received by AgEagle shareholders will not be registered and are restricted.  On page 119,
however, you state that you have filed a registration statement on Form S -4 to register
certain merger consideration that you will issue to AgEagle’s shareholders in the merger.
If you are not registering such transaction, please clarify in y our response why you are

Louis G. Schott
EnerJex Resources, Inc.
 December 19, 2017
 Page 2

 using Form S -4 in connection with the transactions identified in your calculation of fee
table.  Refer to General Instruction A.1 of Form S -4.

3. Please include information required by Item 5 of Schedule 14A for AgEagle Aerial
Systems, Inc.  In addition, please disclose information required by Item 402 of
Regulation S -K for the surviving company.  Refer to Item 18 of Form S -4.

4. Please provide us with copies of the “board books” and any other materials prepared by
your financial adv isor.  Such materials should include all presentations made by the
financial advisors.

Table of Contents, page 5

5. Your description of the EnerJex  proposals in your table of contents does not appear to be
consistent with the proposals described in the noti ce to shareholders on page 3.  Please
revise or advise.

The Merger

Overview of the Merger Agreement, page 18

6. We note your disclosure that the relative post -merger ownership percentages described
on page 19 do not include shares of common stock that may be issued in connection with
the conversion of your Series B Preferred Stock and Series C Preferred Stock, and also do
not include any additional shares which may be issued in connection with your closing
obligation to provide up to $4 million in new working capital and the elimination of all
liabilities c urrently on your balance sheet.  Please describe the relevant post -merger
ownership percentages on a fully diluted basis.   In addition, please address how the
exchange agreement with Agribotix will impact these relative ownership percentages.

7. We note your  disclosure that the merger agreement contains certain termination rights.
Please briefly describe the termination rights.

Private Placement, page 20

8. Please explain how “a minimum of $4 million in new equity capital” has “pre -money
valuation of between  $16 million and $25 million.”   In addition, please explain how you
plan to  use the proceeds from  the private placement.

Selected Historical and Unaudited Pro Forma Condensed Financial Data, page 23

9. We note that you have provided the selected historical financial data of EnerJex
Resources, Inc.  on page 23.  Please revise to also disclose the selected historical financial
data of AgEagle  Aerial Systems, Inc. , as required by Part 1A. Item 3(d) of Form S -4.

Louis G. Schott
EnerJex Resources, Inc.
 December 19, 2017
 Page 3

 Also, please revise the pro forma information on p age 24 to be consistent with the revised
supplemental pro forma financial statements.

Dividends, page 27

10. Please disclose  in this section  the amount of the Series A Preferred Stock accrued
dividend and additional number of shares you expect to issue in satisfaction of this
accrued dividend.

Risk Factors, page 2 8

11. Please include risk factor disclosure regarding the going concern issues identified in the
auditor’s reports for EnerJex  and AgEagle.

Some of the directors and executive officers, page 30

12. Please disclose the percentage of stock that current officers and direc tors of EnerJex and
current officers and directors of AgEagle will own following  the merger , respectively .

We are currently not in compliance with NYSE American, page 39

13. We note your disclosure that you were required to submit a plan to NYSE American of
the actions you intend to take to regain compliance with the listing standards.  Please
disclose whether the exchange accepted your plan and what steps you are required to take
to regain compliance.  Similarly, revise your disclosure on page 67.

After th e merger, the Chief Executive Officer and President of AgEagle, page 39

14. We note your disclosure here that after the merger Mr. Chilcott will own approximately
49% of EnerJex common stock.  We also note your disclosure on page 116 that Mr.
Chilcott will own 56.4% of the EnerJex common stock.  Please revise for consistency or
advise.

The Merger

Backgroun d of the Merger, page 43

15. Please revise this section to discuss in greater detail how and when AgEagle was
identified as a potential transaction partner and which party initiated discussions.  Please
clarify why the board determined to pursue the AgEagle t ransaction instead of the other
alternatives referenced in this section.

Louis G. Schott
EnerJex Resources, Inc.
 December 19, 2017
 Page 4

 16. Please describe how the parties arrived at the amount and type of merger consideration.
In addition, please disclose the dates and participants of important meetings related to th e
merger.

17. Please refer to the second paragraph on page 44 , including your reference to “discussions
about a p ossible acquisition by merger of a privately held company that operates an
agricultural drone business and in which an affiliate of the holder of the Compa ny’s
Series B Preferred Stock introduced and has an interest.”  If such privately held company
was AgEagle , please  disclose  the affiliate of the holder of your Series B Preferred Stock
who has an interest in AgEagle and introduced the parties.

Opinion of the Financial Advisor to the EnerJex Board of Directors

Net Asset Value Analysis, page 52

18. Please disclose the calculations that resulted in the Net Asset Value of EnerJex and
AgEagle of 11.7% and 88.3%, respectively.

General Overview of Analyses; Other Considerations, page 52

19. If applicable, please quantify any fees payable to Northland and its affiliates relatin g to
any material relationship that existed in the last two years between Northland and its
affiliates and AgEagle and its affiliates.  Refer to Item 1015(b)(4) of Regulation M -A.

The Merger Agreement

Consummation of the Merger; Merger Consideration, p age 56

20. We not e your disclosure here that you “may dispose of [your] principal assets.”  On page
51, however, you state that at the time of closing of the merger, “all consolidated assets
of EnerJex will have been disposed of and the corresponding debt and  liabilities shall
have either been extinguished or assigned to a third party.”  We also not e that your
financial advisors assumed in their valuation analysis that you will be a shell company at
the time of the merger.  Please revise your disclosure here f or consistency or advise.

Related Party Transactions of Directors and Officers of the Combined Company, page 63

21. We note your reference to related party loans totaling $55,000 on pages 89 and 90.  If
required, please disclose th ese related party loan s in this section.  Refer to Item 404 of
Regulation S -K.

22. Please disclose in this section the unsecured loan in the principal amount of $150,000
from an affiliate  referenced on page 70 .

Louis G. Schott
EnerJex Resources, Inc.
 December 19, 2017
 Page 5

 23. Please disclose the agreement with Camber Energy, Inc. referenced on page 155.  Refer
to Item 404 of Regulation S -K.

Agribotix – Data and SAAS Agreements, page 77

24. Please revise to clarify whether customers purchase FarmLens directly from Agribotix or
through AgEagle .

AgEagle Management’s Discussion and Analysis of Financial Condition

Results of Operations, page 87

25. We note your discussion of the decrease in revenues for the nine months ended
September 30, 2017, and your statement that due to the uncertai nty of new regulations
from the FAA that were released, the l aunch of AgEagle’s sales of UAV s by Raven was
delayed past the growing season , resulting in lower sales.  If you are referring to the FAA
rules that went into effect in August 2016, please clarif y how this impacted sales in 2017.

Liquidity and Capital Resources, page 91

26. We note that this section includes  several statements inapplicable to this merger
transaction.  For example, on page 91 you refer to “offering circular,” and on page 92 you
refer ence “units being offered in this offering .”  You also  state that “[you] are currently
pursuing this offering, in which [you] anticipate raising additional capital through the sale
of [your] securities.”  Please revise.

27. We note your disclosure regarding  an exclusive worldwide distribution agreement with
Raven.  On page 37, however, you refer to  a non -exclusive distribution agreement with
Raven.  Please revise throughout your filing for consistency.  We also note your
statement that to maintain its exclusivity as a distributor, Raven is expected to attain
certain sales thresholds .  Please  disclose these thresholds , or tell us why they are not
material .

EnerJex Proposals

Proposal No. 1: Approval of the issuance of EnerJex common stock, page 97

28. Please revise here and throughout your filing (including the notice to shareholders on
page 3) to clarify the matters for which you are seeking shareholder approval under
Proposal 1.  For example,  clarify whether you are seeking shareholder approval of the
merger  agreement , and if not, whether such approval is required.   Please also clarify the
“transactions contemplated” by the merger for which you seek approval as described
under Proposal 1 in the notice to shareholders on page 3.

Louis G. Schott
EnerJex Resources, Inc.
 December 19, 2017
 Page 6

 29. Similarly, you describe Proposal 1  as seeking approval of “the issuance of shares to be
issued in connection with a private placement offering (which offering is a condition to
closing of the Merger.) ”  In the notice to shareholders on page 3, you reference seeking
approval of “the issuanc e of EnerJex securities in connection with a private placement
offering. ”  Please clarify the EnerJex  securities issuances for which you are seeking
shareholder approval, and provide all information required by Item 11 and Item 13 of
Schedule 14A.

30. Please disclose the Exchange Ratio  in this section, in the questions and answers on page
10, and on page 54 under “Merger Consideration .”  In addition, please explain how “any
changes in the number of shares of outstanding capital stock of either EnerJex or
AgEagle, such as the awards to AgEagle advisor prior to the completion of the Merger ,”
would result in a change in the Exchange Ratio.

Unaudited Pro Forma Combined Financial Statements, page 106

31. In order to enhance an investors understanding of the separate events that will impact
your financial statements, p lease explain in the introductory paragraph to the pro forma
financial stateme nts each of the material subsequent events that will occur either prior to
or in connection wi th the closing of the merger.  In this regard, we note from the front of
the document that you are also voting on amendments to your Series A cumulative
redeemabl e perpetual preferred stock, which includes the conversion of each preferred
share to 10 common shares.  In light of the fact that this is a vote separate from the
merger transaction vote, please present this transaction in a separate column in the pro
forma financial statements, rather than as an adjustment related to the merger transaction.
Please revise accordingly.

Pro Forma Condensed Statement of Operations, page 108

32. We note that the supplemental revised pro forma statements of operations are la beled for
the nine months ended September 30, 2017.  However, the historical information for both
AgEagle Aerial Systems and EnerJex Resources appears to be from the historical
financial statements for the nine months ended September 30, 2016.  Please advi se or
revise accordingly.

Notes to the Unaudited Pro Forma Condensed Financial Information, page 110

33. Please also revise your disclosure to include next to each pro forma adjustment a
referenced footnote that explains how each pro forma adjustment was cal culated and
determined, including all relevant assumptions used in such calculations.  In this regard,
for any adjustment that relates to an agreement, such as the November 2017 private
placement with Alpha, and the Agribotix agreement, please revise to di scuss the nature
and terms of the agreement in the context of each applicable pro forma adjustment.

Louis G. Schott
EnerJex Resources, Inc.
 December 19, 2017
 Page 7

 34. We note that adjustment (E) is to remove and transfer oil and gas properties concurrently
with the closing of the merger.  It also appears that $4.5 millio n of debt will be
extinguished in connection with the transfer of this property.  Please explain to us and
revise to disclose how this adjustment is factually supportable.  In this regard, please
revise to explain the nature of any agreement that has been finalized regarding this
transfer.

35. As necessary, please make conforming changes to your presentations on pages 23 -25.

Principal Shareholders of EnerJex, page 114

36. It does not appear that the total number of shares and the percent age of outstanding
shares for directors, officers and beneficial owners as a group are correct based on the
individual numbers and percentages listed in the table.  Please revise or advise.

Principal Shareholders of Combined Company, page 116

37. We note your disclosure that the table excludes (i) the conversion to common stock of
EnerJex’s Series B and Series C Convertible Preferred Stock, (ii) the common stock that
could be issuable upon the conversion of any additional issuances of EnerJex’s Series A
Convert ible Preferred Stock, and (iii) any additional shares of common stock or equity
convertible into common stock issued in connection with funding provided prior to or
concurrently with the closing of the Merger.  For each of these items, please tell us why
you have excluded such shares of common stock.  Refer to Item 403 of Regulation S -K.

Signatures, page 192

38. Please add the language required by Form S -4 that precedes the signatures of the officers
and directors.  Refer to the Form S -4 signatures section.

Index to Exhibits, page 193

39. Please provide a tax opinion related to the material tax consequences discussed  in the
filing .  Refer to Item 601(b)(8) of Regulation S -K.  For additional guidance, please refer
to Staff Legal Bulletin 19 .

We remind you that  the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for