ENEX RESOURCES CORP
10QSB, 1997-05-15
CRUDE PETROLEUM & NATURAL GAS
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                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


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

                  For the quarterly period ended March 31, 1997

                                       OR

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

         For the transition period from...............to...............

                          Commission file number 0-9378

                           ENEX RESOURCES CORPORATION
        (Exact name of small business issuer as specified in its charter)

               Delaware                                  93-0747806
    (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                   Identification No.)

                         Suite 200, Three Kingwood Place
                              Kingwood, Texas 77339
                    (Address of principal executive offices)

                    Issuer's telephone number (713) 358-8401

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                    Yes x No

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

                  Class                   Outstanding at May 10, 1997

   Common Stock, $.05 par value                    1,374,156


<PAGE>
                          PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements

ENEX RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                           MARCH 31,             DECEMBER 31,
ASSETS                                                        1997                        1996
                                                     ---------------------       ---------------------
                                                          (Unaudited)
CURRENT ASSETS:
<S>                                                  <C>                         <C>                 
  Cash and certificates of deposit                   $          2,999,227        $          1,862,281
  Accounts receivable:
    Managed limited partnerships                                  526,803                     522,283
    Oil and gas sales                                             914,370                   1,242,923
    Joint owner                                                   188,672                     178,291
  Prepaid expenses & other current assets                         866,538                     806,443
  Deferred tax asset - current portion                            111,953                     105,464
                                                     ---------------------       ---------------------

Total current assets                                            5,607,563                   4,717,685
                                                     ---------------------       ---------------------

PROPERTY:
  Oil & gas properties (Successful efforts
     accounting method)  Proved mineral             
     interests and related equipment & facilities:
    Direct ownership                                            6,509,217                   6,940,811
    Derived from investment in managed
     limited partnerships                                       9,112,089                   9,130,403
  Furniture, fixtures and other (at cost)                         366,291                     350,019
                                                     ---------------------       ---------------------

Total property                                                 15,987,597                  16,421,233
                                                     ---------------------       ---------------------

Less accumulated depreciation,
  depletion and amortization                                    7,950,674                   7,988,452
                                                     ---------------------       ---------------------

Property, net                                                   8,036,923                   8,432,781
                                                     ---------------------       ---------------------

OTHER ASSETS
  Receivable from managed limited partnerships                    917,285                   1,153,267
  Deferred tax asset                                              611,439                     635,947
  Other accounts receivable                                       106,797                     131,004
  Deferred organization expenses and other                          4,079                       4,694
                                                     ---------------------       ---------------------

Total other assets                                              1,639,600                   1,924,912
                                                     ---------------------       ---------------------

TOTAL                                                $         15,284,086        $         15,075,378
                                                     =====================       =====================

</TABLE>




See accompanying notes to consolidated financial statements.
- -------------------------------------------------------------------------------

                                       I-1

<PAGE>
ENEX RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                        MARCH 31,               DECEMBER 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                     1997                        1996
                                                  --------------------       ---------------------
                                                      (Unaudited)
CURRENT LIABILITIES:
<S>                                                    <C>                 <C>                       
   Accounts payable                                    $      895,664      $              748,283  


COMMITMENTS AND
CONTINGENT LIABILITIES                                              -                           -
                                                 ---------------------     -----------------------

TOTAL LIABILITIES                                             895,664                     748,283
                                                 ---------------------       ---------------------

MINORITY INTEREST                                           1,445,696                   1,564,058
                                                 ---------------------     -----------------------

STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value;
   $5,000,000 shares authorized;
    no shares issued
Common stock, $.05 par value;
    10,000,000 shares authorized;
    1,673,359 shares issued at March 31, 1997 and
    at December 31, 1996                                       83,668                      83,668
Additional paid-in capital                                 10,128,300                  10,128,300
Retained earnings                                           4,876,362                   4,374,710
Less cost of treasury stock;
  357,830 shares at March 31, 1997 and
  326,830 shares at December 31, 1996                      (2,145,604)                 (1,823,641)
                                                 ---------------------     -----------------------

TOTAL STOCKHOLDERS' EQUITY                                 12,942,726                  12,763,037
                                                 ---------------------     -----------------------

TOTAL                                                $     15,284,086      $           15,075,378  
                                                 =====================     =======================
</TABLE>





See accompanying notes to consolidated financial statements.
- -------------------------------------------------------------------------
                                       I-2

<PAGE>
ENEX RESOURCES CORPORATION
STATEMENTS OF OPERATIONS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(UNAUDITED)
                                                        THREE MONTHS ENDED
                                               -----------------------------------------------
                                                 March 31,                      March 31,
                                                      1997                         1996
                                               -----------------             -----------------
REVENUES:
<S>                                            <C>                             <C>             
Oil and gas sales                              $      1,699,330                $    1,599,903  
  Gas plant sales                                       347,786                       212,575
  Other revenues                                        263,026                        69,530
                                               -----------------             -----------------
 Total revenues                                       2,310,142                     1,882,008
                                               -----------------             -----------------

EXPENSES:
  General and administrative                            416,780                       477,243
  Lease operating and other expenses                    571,482                       586,001
  Gas purchases and plant operating expenses            279,940                       159,309
  Production taxes                                      102,230                        91,699
  Depreciation, depletion and amortization              235,893                       263,451
  Impairment of assets                                        -                     3,909,986
  Interest expense                                            -                        10,603
                                               -----------------             -----------------

Total expenses                                        1,606,325                     5,498,292
                                               -----------------             -----------------

Earnings (loss) before minority interest
  and income taxes                                      703,817                    (3,616,284)
                                               -----------------             -----------------

MINORITY INTEREST                                      (184,144)                       19,145
                                               -----------------             -----------------

EARNINGS (LOSS) BEFORE INCOME TAXES                     519,673                    (3,597,139)
                                               -----------------             -----------------

INCOME TAX EXPENSE (CREDIT):
   Deferred                                              18,021                       (26,602)
                                               -----------------             -----------------

NET INCOME (LOSS)                              $        501,652               $    (3,570,537) 
                                               =================             =================

PRIMARY EARNINGS (LOSS) PER SHARE              $           0.35               $        (2.62)  
                                               =================             =================

FULLY DILUTED EARNINGS (LOSS) PER SHARE        $           0.35               $        (2.62)  
                                               =================             =================
</TABLE>




See accompanying notes to consolidated financial statements.
- ------------------------------------------------------------------------------
                                       I-3

<PAGE>
ENEX RESOURCES CORPORATION
STATEMENTS OF CASH FLOWS
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>

(UNAUDITED)                                                                 THREE MONTHS ENDED
                                                                 ----------------------------------------

                                                                      MARCH 31,               MARCH 31,
                                                                       1997                   1996
                                                               -------------------     ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                            <C>                     <C>               
Net income (loss)                                              $          501,652      $      (3,570,537)
                                                               -------------------     ------------------
Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
  Depreciation, depletion and amortization                                235,893                263,451
  Impairment of assets                                                          -              3,909,986
  Increase in deferred tax asset                                           18,021                (26,602)
  Noncash expense from stock purchase plan                                      -                100,363
  Gain from sale of property                                             (237,306)               (54,416)
  Minority interest share of net income after distributions              (118,362)              (199,128)

  Changes in assets and liabilities:
  Decrease in accounts receivable                              573,841                323,378
  (Increase) in prepaid expenses & other assets                           (60,109)              (175,726)
  Increase (decrease) in accounts payable                                 147,381               (560,182)
                                                               -------------------     ------------------

Net cash provided by operating activities                               1,061,011                 10,587
                                                               -------------------     ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of property                                         440,000                 69,051
   Property additions                                                     (42,102)              (312,404)
   Receipt of payment on notes receivable from
     managed limited partnerships                                               -                  9,484
                                                               -------------------     ------------------

Net cash provided (used) by investing activities                          397,898               (233,869)
                                                               -------------------     ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayment of long-term debt                                                 -               (705,000)
    Purchase of treasury stock                                           (321,963)                     -
    Proceeds from exercise of stock options                                     -                100,000
                                                               -------------------     ------------------

Net cash used by financing activities                                    (321,963)              (605,000)
                                                               -------------------     ------------------

NET INCREASE (DECREASE) IN CASH                                         1,136,946               (828,282)

CASH AT BEGINNING OF YEAR                                               1,862,281              1,007,144
                                                               -------------------     ------------------

CASH AT END OF QUARTER                                         $        2,999,227      $         178,862
                                                               ===================     ==================

</TABLE>




See accompanying notes to financial statements.
- ------------------------------------------------------------------------------

                                       I-4

<PAGE>

ENEX RESOURCES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1997


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         General - Enex Resources Corporation (the "Company") acquires interests
         in producing  oil and gas  properties  and manages  investment  limited
         partnerships. At March 31, 1997, the Company served as managing general
         partner  for  the 39  publicly  offered  limited  partnerships  of Enex
         Program I Partners,  L.P.,  Enex Oil & Gas Income Programs II, III, IV,
         V,  VI,  Enex  Income  and  Retirement  Fund,  Enex  88-89  Income  and
         Retirement   Fund,   and  Enex  90-91  Income  and   Retirement   Fund,
         (collectively, the "Partnerships").  The Partnerships own $142 million,
         at  cost,  of  proved  oil and gas  properties  in  which  the  Company
         generally has a 10% interest as the general  partner in addition to its
         proportional  interest as a limited partner of approximately 5% to 55%.
         Accumulated  depreciation and depletion for such oil and gas properties
         at March 31, 1997 was $129 million.

         The  interim  financial   information  included  herein  is  unaudited;
         however,  such information reflects all adjustments  (consisting solely
         of  normal  recurring   adjustments)  which  are,  in  the  opinion  of
         management,  necessary  for a fair  presentation  of  results  for  the
         interim periods.

         Income Per Share - Primary  and fully  diluted  earnings  per share are
         based on the weighted  average number of common shares  outstanding and
         common stock  equivalents  outstanding  during the respective  periods.
         Common share  equivalents  include common stock  options.  Common share
         equivalents  are not  included in the  "Quarter  ended March 31,  1996"
         number of shares because they are  antidilutive.  The weighted  average
         number of shares used to compute primary and fully diluted earnings per
         common share was:


                                   Primary             Fully Diluted
                               -------------          --------------
Quarter ended March 31, 1997      1,423,444              1,423,444
Quarter ended March 31, 1996      1,360,560              1,360,560


2.       DEBT

         The long-term  debt at March 31, 1996 consisted of a $145,000 loan from
         a bank under a $2.8 million revolving line of credit  collateralized by
         substantially all of the assets of the Company.  The bank loan proceeds
         were  primarily  utilized to purchase  producing oil and gas properties
         and additional interests in managed limited partnerships. The bank loan
         bore  interest  at a rate of prime plus  three-quarters  of one percent
         (3/4%)  or an  average  rate of 9.00%  in the  first  quarter  of 1996.
         Principal  payments of $705,000 were made in the first quarter of 1996.
         The debt was completely repaid in May, 1996.


                                       I-5

<PAGE>




3.       COMMITMENTS AND CONTINGENT LIABILITIES

         As general  partner,  the Company is contingently  liable for all debts
         and  actions  of  the  managed  limited   partnerships.   However,   in
         management's  opinion,  the existing assets of the limited partnerships
         are sufficient to satisfy any such partnership indebtedness.


4.       NOTES RECEIVABLE FROM MANAGED LIMITED PARTNERSHIPS

         On December 29, 1994,  in order to partially  finance the purchase of a
         property  acquisition,  a managed  limited  partnership  borrowed a net
         $60,572 from the Company.  The resulting note  receivable bore interest
         at the  Company's  borrowing  rate of prime plus  three-fourths  of one
         percent,  or a  weighted  average  9.00% in the first  quarter of 1996.
         Principal  payments of $9,484 were  received on the note  receivable in
         the  first  quarter  of 1996.  The  note  was completely repaid in the
         fourth quarter of 1996.


5.       IMPAIRMENT OF ASSETS

         The  Financial  Accounting  Standards  Board has  issued  Statement  of
         Financial  Accounting  Standard  ("SFAS") No. 121,  "Accounting for the
         Impairment  of  Long-Lived  Assets  and  for  Long-Lived  Assets  to be
         Disposed  Of,"  which  requires  certain  assets  to  be  reviewed  for
         impairment  whenever  events or  circumstances  indicate  the  carrying
         amount may not be recoverable. This standard requires the evaluation of
         oil  and  gas  assets  on  an  individual   property   basis  versus  a
         company-wide basis. Prior to this  pronouncement,  the Company assessed
         properties  on an  aggregate  basis.  Upon  adoption  of SFAS 121,  the
         Company began  assessing  properties on an  individual  basis,  wherein
         total  capitalized  costs may not exceed  the  property's  fair  market
         value.  The fair market value of each  property was  determined by H.J.
         Gruy and Associates, Inc. ("Gruy"). To determine the fair market value,
         Gruy estimated each  property's oil and gas reserves,  applied  certain
         assumptions  regarding  price  and  cost  escalations,  applied  a  10%
         discount  factor  for time  and  certain  discount  factors  for  risk,
         location, type of ownership interest, category of reserves, operational
         characteristics,  and other factors.  In the first quarter of 1996, the
         Company  implemented  SFAS 121 and  recognized  a  non-cash  impairment
         provision of $3,909,986  for certain oil and gas  properties  and other
         assets due to changes in the overall market for the sale of oil and gas
         and significant  decreases in the projected  production from certain of
         the Company's oil and gas properties.



                                       I-6

<PAGE>



6.       INCOME TAXES

         The  Company  recognized  deferred  tax expense of $18,021 in the first
         quarter  of 1997 and a  deferred  tax  credit of  $26,602  in the first
         quarter of 1996.

         Deferred  income  taxes  reflect the net tax of  temporary  differences
         between the carrying  amount of assets and  liabilities  for  financial
         reporting purposes and the amount used for income tax purposes. The tax
         effects of significant  items comprising the Company's net deferred tax
         asset as of March 31, 1997, are as follows:

<TABLE>
<CAPTION>

Difference between tax and book net property
   
<S>                                                <C>            
basis                                              $       319,055
Difference between basis in managed limited
partnerships for financial reporting purposes
and income tax purposes                                  3,972,432

Intangible drilling costs which remain
capitalized for financial reporting purposes
which were deducted for federal income tax                (85,485)
purposes

Net operating loss carryforward                          1,001,481
(expires 2009-2011)

Allowance for bad debts not recognized for
income tax purposes                                        61,997

Timing difference from lawsuit contingency              1,001,481

Other, net                                                  5,619

                                                ------------------
   
Gross deferred tax asset                                5,223,628
Valuation allowance                                    (4,500,236)
                                                ------------------
   
Net deferred tax asset recognized                  $      723,392
                                                ==================
</TABLE>


The  difference in basis of the managed  limited  partnerships  is primarily the
result of  differences  in the underlying  properties of the  partnerships.  The
valuation  allowance  reserves the net  deferred tax asset due to  uncertainties
inherent in the oil and gas market.  The Company  estimated the amount of future
tax benefit to be received  from the deferred tax asset using  estimated  future
net revenues and future tax expenses. The remaining amount of the gross deferred
tax  asset  is  reserved  by a  valuation  allowance.  The  valuation  allowance
increased by $152,543 in the first quarter of 1997. I-7

<PAGE>




Item 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                  PLAN OF OPERATION

In the first  quarter of 1997,  higher oil and gas prices  increased oil and gas
revenues  and  earnings.  The Company  earned net income of $501,652 or $.35 per
share on total revenues of $2,310,142. In the first quarter of 1996, the Company
recorded a $3.9 million noncash write-down of the Company's assets in accordance
with  the  Financial   Accounting   Standards  Board's  Statement  of  Financial
Accounting  Standard  ("SFAS")  No.  121,  "Accounting  for  the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of," resulting in a
loss of $3.6 million for the first quarter of 1996.  Excluding this charge,  net
income was $280,989 or $.21 per share in the first quarter of 1996 .


                         Liquidity and Capital Resources

The  higher  oil and gas  prices  in the first  quarter  of 1997  increased  the
Company's  cash  flow from  operations.  Cash  flow  from  operating  activities
increased to  $1,061,011  in the first  quarter of 1997 as compared with $10,587
provided by operations in the same period of 1996.  This  represents an increase
of $1,050,424.  The higher cash flow was primarily the result of higher revenues
from  the sale of oil and gas  coupled  with a  $147,381  increase  in  accounts
payable in the first  quarter of 1997 as  compared  to a  $560,182  decrease  in
accounts payable in 1996. To this cash flow from  operations,  proceeds from the
sale of property added $440,000 in the first quarter of 1997.

The  Company  utilized a portion of its cash flow to  purchase  treasury  stock,
accumulating  $321,963  in the first  quarter of 1997.  In the first  quarter of
1996,  net  payments   received  on  notes   receivable   from  managed  limited
partnerships  added $9,484 and proceeds from the exercise of stock options added
$100,000.  In 1996,  the  Company  used its cash flow to repay the bank loan and
purchase  additional  reserves and limited  partnership  interests.  The Company
repaid  $705,000 of the bank loan in the first  quarter of 1996.  The  remaining
$145,000  debt was repaid in May,  1996.  A total of  $309,805  was used for the
improvement  of proved oil and gas  properties  and the  acquisition  of limited
partnership  interests  in 1996.  The  Company  utilized  the funds to  purchase
partnership interests and drill wells in the Schlensker and Dent acquisitions.

Working  capital was  $4,711,899  at March 31, 1997 as compared to $3,969,402 at
December 31, 1996. At March 31, 1997,  the  Company's  current ratio was 6.26 to
one and the Company had no long term debt.


                              Results of Operations

The Company earned net income of $501,652 in the first quarter of 1997. In 1996,
the Company recorded a net loss of $3,570,537, or $2.62 per share. This includes
a  $3,909,986  nonrecurring  charge  due  to the  implementation  of  SFAS  121.
Excluding  this  charge,  net income was  $280,989 or $.21.  The increase in net
income in 1997 was primarily attributable to higher prices for oil and gas.

                                       I-8

<PAGE>



Oil and gas sales were $1,699,330 in the first quarter of 1997 versus $1,599,903
in the corresponding  period of 1996. This increase of $99,427 was due primarily
to higher oil and gas prices in 1997. Gas revenues  increased by $207,186 or 26%
from $793,740 in the first quarter of 1996 to $1,000,926 in the first quarter of
1997.  This  increase  was  primarily a result of a 25%  increase in average gas
prices,  which  increased  gas  revenues  by  $201,906.  A 1%  increase  in  gas
production  increased sales by an additional  $5,280. The increase in gas prices
corresponds  with higher  prices in the overall  market for the sale of gas. The
increase in gas production was primarily due to production from wells drilled on
the Sibley Field in the Dent acquisition, partially offset by natural production
declines.

Oil revenues  decreased by $107,759,  or 13%, from $806,163 in the first quarter
of 1996 to  $698,404  in the  first  quarter  of  1997.  A 23%  decrease  in oil
production  reduced sales by $181,934.  This decrease was partially  offset by a
12% increase in average oil prices. The decrease in oil production was primarily
due to  natural  production  declines  coupled  with  the  sale  of  the  O'Neil
acquisition  in the first  quarter of 1997.  The  increase in average oil prices
corresponds with higher prices in the overall market for the sale of oil.

Gas plant sales  increased by $135,211 or 64% from $212,575 in the first quarter
of 1996 to $347,786 in the first  quarter of 1997. A 68% increase in the average
sales price of gas plant product increased sales by $140,434.  This increase was
partially offset by a 2% decrease in the production of gas plant products.  The
increase  in the  average  sales price of gas plant  products  corresponds  with
higher prices in the overall market for the sale of gas plant products.

Other revenues were $263,026 and $69,530 in the first quarter of 1997 and 1996,
respectively.  This  increase of $193,496 was  primarily  due to a gain from the
sale of property of $237,306 in 1997 as compared to a $54,416 gain recognized in
the first quarter of 1996. The gain recognized in the first quarter of 1997, was
a result of the sale of the O'Neil acquisition for $440,000.

General and  administrative  expenses were $416,780 in the first quarter of 1997
versus  $477,243 in the  corresponding  period in 1996.  The decrease of $60,463
(13%)was primarily a result of cost reductions  implemented in the first quarter
of 1997.

Lease operating and other expenses  decreased from $586,001 in the first quarter
of 1996 to $571,482 in the first quarter of 1997.  The decrease of $14,519 or 2%
was primarily a result of the changes in production, noted above.

Depletion,   depreciation  and  amortization  ("DD&A")  expense  decreased  from
$263,451 in the first  quarter of 1996 to $235,893 in the first quarter of 1997.
This  represents  a decrease of $27,558 or 10%. A 2%  decrease in the  depletion
rate  reduced DD&A expense by $5,458.  The changes in  production,  noted above,
reduced DD&A expense by an  additional  $22,100.  The decrease in the  depletion
rate was  primarily due to upward  revisions of the oil and gas reserves  during
December 1996.

In the first quarter of 1997, the Company did not incur any interest expense. In
the first quarter of 1996, the Company incurred $10,603 of interest expense. The
decrease in net interest  expense is a result of the  repayment of the bank debt
during 1996.

                                       I-9

<PAGE>



In the first three months of 1997, the Company recorded an income tax expense of
$18,021 as  compared  to a credit of $26,602 in the first  quarter of 1996.  The
credit and lower the statutory  income tax expenses  were  primarily a result of
the Company's  continued  utilization  of its deferred tax asset which  resulted
from the  acquisition of properties  with a higher tax basis. At March 31, 1997,
the Company had a  substantial  net  deferred  tax asset of  $5,276,624.  Due to
uncertainties inherent in the oil and gas market, a valuation allowance reserved
all but $723,392 of the net deferred tax asset.



                                 Future Outlook

Higher prices for oil and gas in the first quarter of 1997, increased net income
and allowed the Company to increase  cash  reserves to nearly $3 million and buy
back over $300,000 of its common stock  outstanding.  Enex has positioned itself
to take advantage of favorable business opportunities.

On April  7,  1997,  the  Company  as  General  Partner  of 34  managed  limited
partnerships,  mailed proxy  material to the limited  partners with respect to a
proposed consolidation of the limited partnerships.  The terms and conditions of
the proposed consolidation are set forth in such proxy material.

We continue to evaluate  potential  joint ventures or business  combinations  in
order to maximize  shareholder  value. Cash flow will be used to reduce debt and
acquire  additional  producing  properties.  The Company has  evaluated  several
drilling  locations  for  further  development.  While the  Company has no other
material  commitments for capital,  a line of credit is maintained  which allows
the Company to respond to acquisition and investment opportunities.



                                      I-10

<PAGE>



                           PART II. OTHER INFORMATION

Item 1.           Legal Proceedings.

                  None

Item 2.           Changes in Securities.

                  None

Item 3.           Defaults Upon Senior Securities.

                  Not Applicable

Item 4.           Submission of Matters to a Vote of Security Holders.

                  Not Applicable

Item 5.           Other Information.

                  Not Applicable

Item 6.           Exhibits and Reports on Form 8-K.

         (a)      Exhibits

                  (2)      Not Applicable

                  (4)               (a)   Articles   Fourth,   Sixth,   Seventh,
                                    Fourteenth,   Fifteenth,   Seventeenth   and
                                    Twentieth of the  Company's  Certificate  of
                                    Incorporation   and   Article   II  of   the
                                    Company's By-Laws. Incorporated by reference
                                    to  the  Company's  Annual  Report  on  Form
                                    10-KSB  for the fiscal  year ended  December
                                    31, 1992, where the same appeared as part of
                                    Exhibits 3(a) and 3(b).

                           (b)      Form of Rights Agreement dated as of
                                    September 4, 1990 between the Company's 
                                    predecessor-in-interest, Enex Resources
                                    Corporation, a Colorado corporation (the
                                    "Predecessor") and American Securities
                                    Transfer, Incorporated as Rights Agent, 
                                    which includes as exhibits thereto the Form
                                    of Rights Certificate and the Summary of 
                                    Rights to Purchase Common Stock.  
                                    Incorporated by reference to the
                                    Predecessor's Current Report on Form 8-K,
                                    dated as of September 4, 1990, where the
                                    same appeared as Exhibit 4.

                  (11)     Not Applicable


                                      II-1

<PAGE>



                  (15)     Not Applicable

                  (18)     Not Applicable

                  (19)     Not Applicable

                  (20)     Not Applicable

                  (23)     Not Applicable

                  (24)     Not Applicable

                  (25)     Not Applicable

                  (28)     Not Applicable

         (b)      Reports on Form 8-K

                  The  Company  filed no reports on Form 8-K during the  quarter
                  ended March 31, 1997.

                                      II-2

<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                             ENEX RESOURCES CORPORATION
                                                    (Registrant)


                                            By: /s/ R. E. Densford
                                                ------------------
                                                    R. E. Densford
                                              Vice President, Secretary
                                            Treasurer and Chief Financial
                                                       Officer


May 11, 1997                                 By: /s/ James A. Klein
                                               -------------------
                                                     James A. Klein
                                                 Controller and Chief
                                                  Accounting Officer



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     (Replace this text with the legend)
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<NAME>                        ENEX RESOURCES CORPORAION
       
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