ENEX RESOURCES CORP
10QSB/A, 1997-04-24
CRUDE PETROLEUM & NATURAL GAS
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                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                                  FORM 10-QSB/A
                                   Amendment I
    

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

                  For the quarterly period ended March 31, 1996

                                       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, 1996

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


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

ENEX RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
- -----------------------------------------------------------------------------

                                                                MARCH 31,       DECEMBER 31,
ASSETS                                                             1996             1995
                                                          -----------------    --------------
                                                               (Unaudited)
                                                                (Restated)
CURRENT ASSETS:
<S>                                                       <C>                 <C>           
  Cash and certificates of deposit                        $    201,269        $    1,007,144
  Accounts receivable:
    Managed limited partnerships                               699,394               756,741
    Oil and gas sales                                          992,079               862,529
    Joint owner                                                171,567               325,816
   Receivable from property sales                                    -               123,202
  Notes receivable from managed limited
    partnerships                                                20,039                16,902
  Federal income tax receivable                                 98,614                98,614
  Prepaid expenses & other current assets                      645,356               697,664
  Deferred tax asset - current portion                         109,706               112,174
                                                          -------------       ---------------

Total current assets                                         2,938,024             4,000,786
                                                          -------------       ---------------

PROPERTY:
  Oil & gas properties (Successful efforts
     accounting method)  Proved mineral                  
     interests and related equipment & facilities:
    Direct ownership                                         7,219,786             8,134,074
    Derived from investment in managed
     limited partnerships                                    9,913,396            10,729,113
  Furniture, fixtures and other (at cost)                      342,835               341,507
                                                          -------------       ---------------

Total property                                              17,476,017            19,204,694
                                                          -------------       ---------------

Less accumulated depreciation,
  depletion and amortization                                 8,874,758             7,250,769
                                                          -------------       ---------------

Property, net                                                8,601,259            11,953,925
                                                          -------------       ---------------

OTHER ASSETS
  Receivable from managed limited
   partnerships for start-up costs                           1,770,496             2,171,636
  Deferred tax asset                                           565,326               536,256
  Other receivable                                             151,002               156,252
  Deferred organization expenses and other                       6,894                 8,233
                                                          -------------       ---------------

Total other assets                                           2,493,718             2,872,377
                                                          -------------       ---------------

TOTAL                                                     $ 14,033,001        $   18,827,088
                                                          =============       ===============
</TABLE>
    

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

                                       I-1

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

                                                       MARCH 31,             DECEMBER 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                     1996                        1995
                                                   -------------------       ---------------------
                                                      (Unaudited)
                                                      (Restated)
CURRENT LIABILITIES:
<S>                                                  <C>                   <C>                     
   Accounts payable                                  $        334,157      $              853,944  
   Current portion of long-term debt                          145,000                     850,000
                                                   -------------------     -----------------------

Total current liabilities                                     479,157                   1,703,944
                                                   -------------------     -----------------------


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

TOTAL LIABILITIES                                             479,157                   1,703,944
                                                   -------------------       ---------------------

MINORITY INTEREST                                           1,461,806                   1,660,932
                                                   -------------------       ---------------------

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;
    1,676,342 shares issued at March 31, 1996 and
    1,642,859 shares issued at December 31, 1995               83,817                      82,143
Additional paid-in capital                                 10,077,611                   9,944,967
Retained earnings                                           3,471,236                   7,041,773
Less cost of treasury stock;
 302,186 shares at March 31, 1996 and
 315,136 shares at December 31, 1995                       (1,540,626)                 (1,606,671)
                                                   -------------------     -----------------------

TOTAL STOCKHOLDERS' EQUITY                                 12,092,038                  15,462,212
                                                   -------------------     -----------------------

TOTAL                                               $      14,033,001      $           18,827,088  
                                                   ===================     =======================
</TABLE>
    




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

                                       I-2

<PAGE>
<TABLE>
   
<CAPTION>
ENEX RESOURCES CORPORATION
STATEMENTS OF OPERATIONS
- ------------------------------------------------------------------------------
(UNAUDITED)
                                                            THREE MONTHS ENDED
                                                   -----------------------------------------------
                                                     March 31,                      March 31,
                                                          1996                         1995
                                                   -----------------             -----------------
                                                       (Restated)
REVENUES:
<S>                                                <C>                            <C>               
Oil and gas sales                                  $      1,599,903               $     1,557,540   
Gas plant sales                                             212,575                       176,453
Other revenues                                               60,049                        24,920
Interest income                                               9,481                        18,481
                                                   -----------------             -----------------

   Total revenues                                         1,882,008                     1,777,394
                                                   -----------------             -----------------

EXPENSES:
  General and administrative                                477,243                       413,784
  Lease operating and other expenses                        586,001                       557,078
  Gas purchases and plant operating expenses                159,309                       125,668
  Production taxes                                           91,699                       100,740
  Depreciation, depletion and amortization                  263,451                       470,842
  Impairment of assets                                    3,909,986                             -
  Interest expense                                           10,603                        51,524
                                                   -----------------             -----------------

Total expenses                                            5,498,292                     1,719,636
                                                   -----------------             -----------------

Earnings (loss) before minority interest
  and income taxes                                       (3,616,284)                       57,758
                                                   -----------------             -----------------

MINORITY INTEREST                                            19,145                        46,799
                                                   -----------------             -----------------

EARNINGS (LOSS) BEFORE INCOME TAXES                      (3,597,139)                      104,557
                                                   -----------------             -----------------

INCOME TAX CREDIT:
   Deferred                                                 (26,602)                      (71,884)
                                                   -----------------             -----------------

NET INCOME (LOSS)                                  $     (3,570,537)              $       176,441   
                                                   =================             =================

PRIMARY EARNINGS (LOSS) PER SHARE                  $          (2.49)              $          0.13   
                                                   =================             =================

FULLY DILUTED EARNINGS (LOSS) PER SHARE            $          (2.49)              $          0.13   
                                                   =================             =================

</TABLE>
    



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

                                       I-3

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

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

                                                                    MARCH 31,               MARCH 31,
                                                                      1996                   1995
                                                              -------------------     ------------------
                                                                   (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                           <C>                     <C>              
Net income (loss)                                             $       (3,570,537)     $         176,441
                                                              -------------------     ------------------
Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
  Depreciation, depletion and amortization                               263,451                470,842
  Impairment of assets                                                 3,909,986                      -
  Increase in deferred tax asset                                         (26,602)               (71,884)
  Noncash expense from stock purchase plan                               100,363                201,000
  Gain from sale of property                                             (54,416)                     -
  Minority interest share of net income after distributions             (199,128)               (46,799)

  Changes in assets and liabilities:
  (Increase) decrease in accounts receivable                             323,378               (202,426)
  (Increase) in prepaid expenses & other assets                         (175,726)               (37,346)
  (Decrease) in accounts payable                                        (560,182)              (631,706)
                                                              -------------------     ------------------

Net cash provided (used) by operating activities                          10,587               (141,878)
                                                              -------------------     ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of property                                         69,051                      -
   Property additions                                                   (312,404)              (328,606)
   Receipt of payment on notes receivable from
     managed limited partnerships                                          9,484                 24,954
                                                              -------------------     ------------------

Net cash used by investing activities                                   (233,869)              (303,652)
                                                              -------------------     ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from issuance of long-term debt                                   -                260,000
    Repayment of long-term debt                                         (705,000)              (100,000)
    Proceeds from exercise of stock options                              100,000                 39,000
                                                              -------------------     ------------------

Net cash provided (used) by financing activities                        (605,000)               199,000
                                                              -------------------     ------------------

NET DECREASE IN CASH                                                    (828,282)              (246,530)

CASH AT BEGINNING OF YEAR                                              1,007,144                647,485
                                                              -------------------     ------------------

CASH AT END OF QUARTER                                        $          178,862      $         400,955
                                                              ===================     ==================
</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, 1996


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, 1996, the Company served as managing general
         partner  for  the 41  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 $156 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 4% to 53%.
         Accumulated  depreciation and depletion for such oil and gas properties
         at March 31, 1996 was $141 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. 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, 1996           1,432,922            1,432,922
Quarter ended March 31, 1995           1,386,864            1,386,864





                                       I-5

<PAGE>



2.       DEBT

         The long-term debt at March 31, 1996 consists 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
         bears  interest at a rate of prime plus  three-quarters  of one percent
         (3/4%) or an  average  rate of 9.00% and 9.29% in the first  quarter of
         1996  and  1995,  respectively.  Principal  payments  of  $705,000  and
         $100,000 were made in the first quarter of 1996 and 1995, respectively.
         The debt was completely repaid in May, 1996.

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 bears interest
         at the  Company's  borrowing  rate of prime plus  three-fourths  of one
         percent,  or a weighted average 9.00% and 9.75% in the first quarter of
         1996 and 1995,  respectively.  Principal payments of $9,484 and $24,954
         were  received on the note  receivable in the first quarter of 1996 and
         1995, respectively.

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.  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.




                                       I-6

<PAGE>



6.       INCOME TAXES

         The Company  recognized a deferred tax credit of $26,602 and $71,884 in
         the first quarter of 1996 and 1995, respectively.

         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, 1996, are as follows:


Difference between tax and book net property
basis                                             $       432,729
Difference between basis in managed limited
partnerships for financial reporting purposes
and income tax purposes                                 4,308,259

Intangible drilling costs which remain
capitalized for financial reporting purposes
which were deducted for federal income tax               (77,928)
purposes

Timing difference from lawsuit contingency               (50,683)

Other, net                                                 61,999
Net operating loss carryforward (expires 2009)            602,248
                                                 ----------------
Deferred tax asset                                      5,276,624
Valuation allowance                                   (4,601,592)
                                                 ----------------
Net deferred tax asset                             $      675,032
                                                 ================


The valuation  allowance  reserves the net deferred tax asset at March 31, 1996,
due to uncertainties inherent in the oil and gas market.





                                       I-7

<PAGE>


   
7.       RESTATEMENT

         In Reviewing  the  impairment of assets which was recorded in the first
         quarter of 1996, it was noted that costs  associated  with the plugging
         and  abandonment  of  the  Florida  acquisition  were  omitted  in  the
         calculation.  Accordingly,  the Company has restated  its  consolidated
         financial  statements to include the charges in the  calculation of the
         impairment.

         The effects of the restatement are summarized as follows:

                                        For the quarter ended March 31, 1996


                                         As Previously        As Previously
                                            Reported            Reported

Revenues                             $   1,882,008         $  1,882,008
Impairment of Property                    3,99,986            3,640,063
Expenses                                 5,498,292            5,228,369
Loss Before Income Taxes                (3,597,139)          (3,327,216)
Net Loss                                (3,570,537)          (3,300,614)
Primary Loss Per Share                       (2.49)               (2.30)
Fully Diluted Loss Per Share                 (2.49                (2.30)
    
                                                                            





                                       I-8

<PAGE>


   


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

In the first  quarter of 1996,  higher oil and gas prices  increased oil and gas
revenues and earnings. 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 $.20 per share in the first
quarter of 1996 as compared  to $176,441 or $.13 per share in the first  quarter
of 1995.


                         Liquidity and Capital Resources

The  higher  oil and gas  prices  in the first  quarter  of 1996  increased  the
Company's  cash flow from  operations.  Cash flow from  operations  increased to
$10,587  in the  first  quarter  of  1996  as  compared  with  $141,878  used by
operations in the same period of 1995.  This represents an increase of $152,465.
The higher cash flow was primarily the result of a $323,378 decrease in accounts
receivable  in the first  quarter of 1996 as compared to a $202,426  increase in
accounts  receivable in 1995. The Company lowered  accounts  payable by $560,182
and $631,706 in the first quarter of 1996 and 1995,  respectively.  To this cash
flow from  operations,  net payments  received on notes  receivable from managed
limited  partnerships  added $9,484 and $24,954 in the first quarter of 1996 and
1995,  respectively.  Proceeds from the exercise of stock options added $100,000
and  $39,000,  in the first  quarter of 1996 and 1995,  respectively,  while net
borrowings against a bank line of credit added $160,000 in 1995.

In the first  quarter of 1996,  the Company  utilized 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 $312,404 was used
for the  improvement  of proved oil and gas  properties  and the  acquisition of
limited  partnership  interests.  The  Company  utilized  the funds to  purchase
partnership interests and drill wells in the Schlensker and Dent acquisitions.

In the first  quarter of 1995,  the Company  utilized  its cash flow to purchase
additional reserves and limited partnership  interests.  A total of $328,606 was
used for the  acquisition  and  improvement of proved oil and gas reserves.  The
Company utilized the funds to purchase partnership interests, drill wells on the
FEC, O' Neil and A&W acquisitions, participate in a waterflood expansion program
at Shafter Lake and recomplete wells in the McBride and Florida acquisitions.

Working  capital was  $2,458,867  at March 31, 1996 as compared to $2,296,842 at
December 31, 1995. At March 31, 1996,  the  Company's  current ratio was 6.13 to
one and its debt to equity ratio was 1%, as total debt was $145,000.


                                       I-9

<PAGE>



                              Results of Operations

The Company  reported a net loss in the first quarter of 1996 of $3,570,537,  or
$2.49 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
$.20 as compared to $176,441,  or $.13 per share,  in the first quarter of 1995.
The increase in net income in 1996 was primarily  attributable  to higher prices
for oil and gas.

Oil and gas sales were $1,599,903 in the first quarter of 1996 versus $1,557,540
in the corresponding  period of 1995. This increase of $42,363 was due primarily
to  higher  oil and gas  prices in 1995,  partially  offset by lower oil and gas
production.  Gas revenues increased by $88,560 or 13% from $705,180 in the first
quarter of 1995 to  $793,740 in the first  quarter of 1996.  This  increase  was
primarily a result of a 21% increase in average gas prices,  which increased gas
revenues by $139,774.  The price increase was partially  offset by a 7% decrease
in gas production.  The increase in gas prices  corresponds  with changes in the
overall market for the sale of gas. The decrease in gas production was primarily
due to natural production declines.

Oil revenues decreased by $85,719, or 10%, from $852,360 in the first quarter of
1995 to $806,163 in the first quarter of 1996. A 16% decrease in oil  production
reduced sales by $134,178.  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. The increase in average oil prices corresponds with
higher prices in the overall market for the sale of oil.

Gas plant sales  increased by $36,122 or 20% from  $176,453 in the first quarter
of 1995 to $212,575 in the first  quarter of 1996. A 21% increase in the average
sales price of gas plant product  increased sales by $36,280.  This increase was
slightly  offset by a slight  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 $60,049 and $24,920 in the first quarter of 1996 and 1995,
respectively.  This increase of $35,129 was primarily due to gains from sales of
properties of $54,416 in the first quarter of 1996.

General and  administrative  expenses were $477,243 in the first quarter of 1995
versus $413,784 in the corresponding period in 1996. The increase of $63,459 was
primarily a result of the Company  retaining a larger portion of the general and
administrative expenses allocated to its managed limited partnerships.

Lease operating and other expenses  increased from $557,078 in the first quarter
of 1995 to $586,001 in the first quarter of 1996.  The increase of $28,923 or 5%
was primarily a result of workover  expenses incurred on the McBride and Florida
acquisitions.

Depletion,   depreciation  and  amortization  ("DD&A")  expense  decreased  from
$470,842 in the first  quarter of 1995 to $263,451 in the first quarter of 1996.
This  represents a decrease of $207,391 or 44%. A 38% decrease in the  depletion
rate reduced DD&A expense by $161,980.  The changes in production,  noted above,
reduced DD&A expense by an additional $45,411. The decrease in the

                                      I-10

<PAGE>



depletion rate was primarily due to the lower property basis  resulting from the
recognition of a $3,909,986 impairment during the first quarter of 1996.

In the first  quarter  of 1996,  the  Company  incurred  $1,122 of net  interest
expense as compared to $33,043 in the first quarter of 1995. The decrease in net
interest  expense is a result of the  repayment of the bank debt during 1995 and
the first quarter of 1996.

In the first three months of 1996, the Company  recorded an income tax credit of
$26,602 as  compared  to a credit of $71,884 in the first  quarter of 1995.  The
credits are 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, 1996, 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 $675,032 of the net deferred tax
asset.



                                 Future Outlook

Higher prices for oil and gas in the first quarter of 1996, increased net income
and allowed the Company to completely  repay its bank loan in May 1996. Enex has
positioned   itself  to  take   advantage   of   business   favorable   business
opportunities.

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-11

<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, 1996.

                                      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




   
April 24, 1997                              By: /s/ James A. Klein
                                               -------------------
                                                     James A. Klein
                                                 Controller and Chief
                                                  Accounting Officer
    






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<NAME>                        ENEX RESOURCES CORPORAION
       
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