Dakota Plains 8-K Other Events

DEBTOR:

Dakota Plains Holdings, Inc.

MONTHLY OPERATING REPORT

CHAPTER 11

CASE NUMBER:

16-43711

Form 2-A

COVER SHEET

For Period Ending12/31/16

Accounting Method:

X

Accrual Basis

Cash Basis

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH

Debtor must attach each of the following reports/documents unless the U. S. Trustee

Mark One Box for Each

has waived the requirement in writing.  Submit the original Monthly Operating Report

Required Document:

bearing an original signature, to the U. S. Trustee.  A copy of the Report must be

filed with the Clerk of Court.  11 U.S.C. § 704(8)

Report/Document

Previously

Attached

Waived

REQUIRED REPORTS/DOCUMENTS

X

1.

Cash Receipts and Disbursements Statement (Form 2-B)

X

2.

Balance Sheet (Form 2-C)

X

3.

Profit and Loss Statement (Form 2-D)

X

4.

Supporting Schedules (Form 2-E)

X

5.

Quarterly Fee Summary (Form 2-F)

X

6.

Narrative (Form 2-G)

X

7.

Bank Statements for All Bank Accounts

X

8.

Bank Statement Reconciliations for all Bank Accounts

I declare under penalty of perjury that the following Monthly Operating Report, and any attachments thereto are true, accurate and correct to the best of my knowledge and belief.

Executed on:

1/20/17

Print Name:

Martin J Beskow

Signature:

Title:

Chief Financial Officer

DEBTOR:		Dakota Plains Holdings, Inc.	CASE NO:	16-43711
	Form 2-B
	CASH RECEIPTS AND DISBURSEMENTS STATEMENT

			For Period:	12/20/16	to	12/31/16
CASH FLOW SUMMARY								Current
								Month			Accumulated
1.	Beginning Cash Balance						$	378,979	(1)	$	378,979	(1)
2.	Cash Receipts
		Operations						0			0
		Sale of Assets						0			0
		DIP Financing / Advances						0			0
		Other						0			0
		Total Cash Receipts					$	0		$	0
3.	Cash Disbursements
		Operations						12,847			12,847
		DIP Financing Payments						0			0
		Professional Fees / U.S. Trustee Fees						0			0
		Account Funding Transfers						92,078			92,078
		Other						0			0
		Total Cash Disbursements					$	104,925		$	104,925
4.	Net Cash Flow (Total Cash Receipts less
		Total Cash Disbursements)						(104,925)			(104,925)
5	Ending Cash Balance (to Form 2-C)						$	274,054	(2)	$	274,054	(2)

CASH BALANCE SUMMARY				Book
		Financial Institution		Balance
	Petty Cash	N/A	$	0
	DIP Operating Account	N/A		0
	DIP State Tax Account	N/A		0
	DIP Payroll Account	N/A		0
	Other Operating Account	Bank of America - Operating #8118		259,147
	Other Operating Account	Bank of America - Disbursement - ZBA #6449		0
	Other Operating Account	Wells Fargo - Operating #5118		14,907
	Other Interest-bearing Account	N/A		0
	TOTAL (must agree with Ending Cash Balance above)		$	274,054	(2)

(1)  Accumulated beginning cash balance is the cash available at the commencement of the case.
Current month beginning cash balance should equal the previous month’s ending balance.	Page 1 of 3
(2)  All cash balances should be the same.

DEBTOR:      Dakota Plains Holdings, Inc.		CASE NO:	16-43711
	Form 2-B
	CASH RECEIPTS AND DISBURSEMENTS STATEMENT

		For Period:	12/20/16	to	12/31/16
CASH RECEIPTS DETAIL				Accounts: #8118, #6449, #5118
(attach additional sheets as necessary)
	Date	Payer			Description		Amount
	12/31/16	None				$	0
		Total Operations Cash Receipts				$	0
	12/31/16	None				$	0
		Total Sale of Assets				$	0
	12/31/16	None				$	0
		Total DIP Financing / Advances				$	0
	12/31/16	None				$	0
		Total Other Receipts				$	0
					Total Cash Receipts	$	0	(1)

(1)  Total for all accounts should agree with total cash receipts listed on Form 2-B, page 1 Page 2 of 3

DEBTOR:	Dakota Plains Holdings, Inc.					CASE NO:	16-43711
Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT
		For Period:	12/20/16	to	12/31/16

CASH DISBURSEMENTS DETAIL				Accounts: #8118, #6449, #5118
(attach additional sheets as necessary)
	Date	Check No.	Payee		Description (Purpose)		Amount
	12/23/16	ACH	Mediacom		Internet/Media	$	815
	12/23/16	ACH	ND Child Support Services		Child Support/Payroll		485
	12/28/16	ACH	Bank of America		Bank Fees		139
	12/30/16	ACH	Intuit Payroll		Payroll		11,408
			Total Operations Cash Disbursements			$	12,847
	12/31/16		None			$	0
			Total DIP Financing Payments			$	0
	12/31/16		None			$	0
			Total Professional Fees / U.S. Trustee Fees			$	0
	Various	Transfer	Bank of America		Account Funding Transfer to #8071		92,078
			Total Account Funding Transfers			$	92,078
	12/31/16		None				0
			Total Other Cash Disbursements			$	0
					Total Cash Disbursements	$	104,925	(1)

(1)  Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1 Page 3 of 3

DEBTOR:	Dakota Plains Holdings, Inc.			CASE NO:	16-43711
Form 2-C
COMPARATIVE BALANCE SHEET
		For Period Ended:	12/31/16

					Current			Petition
ASSETS					Month			Date (1)
Current Assets:
	Cash (from Form 2-B, line 5)			$	274,054		$	378,979
	Accounts Receivable (from Form 2-E)				9,648			9,648
	Receivable from Officers, Employees, Affiliates				0			0
	Inventory				0			0
	Other Current Assets :(List)		Prepaid Insurance		459,126			460,426
			Prepaid Expense		158,484			198,361
		Total Current Assets		$	901,312		$	1,047,414
Fixed Assets:
	Land			$	521,415		$	521,415
	Building				377,089			377,089
	Equipment, Furniture and Fixtures				58,949			58,949
		Total Fixed Assets			957,453			957,453
	Less:  Accumulated Depreciation			(	193,742	)	(	193,742	)
		Net Fixed Assets		$	763,711		$	763,711
	Other Assets (List):		Finance Costs, Net		1,367,768			1,367,768
			Deposits		12,500			12,500
		TOTAL ASSETS		$	3,045,291		$	3,191,393
LIABILITIES
	Post-petition Accounts Payable (from Form 2-E)			$	5,216		$	0
	Post-petition Accrued Profesional Fees (from Form 2-E)				0			0
	Post-petition Taxes Payable (from Form 2-E)				8,981			0
	Post-petition Notes Payable				0			0
	Other Post-petition Payable(List):				0			0
					0			0
		Total Post Petition Liabilities		$	14,197		$	0
Pre Petition Liabilities:
	Secured Debt - SunTrust				63,193,377			63,193,377
	Priority Debt				0			0
	Secured Debt - Petroleum Transport Solutions LLC				11,627,608			11,627,608
	Unsecured Debt				565,575			565,328
		Total Pre Petition Liabilities		$	75,386,560		$	75,386,313
		TOTAL LIABILITIES		$	75,400,757		$	75,386,313
OWNERS’ EQUITY
	Owner’s/Stockholder’s Equity			$	54,892		$	54,892
	Retained Earnings - Prepetition				(72,359,812)			(72,249,812)
	Retained Earnings - Post-petition				(50,546)			0
		TOTAL OWNERS’ EQUITY		$	(72,355,466)		$	(72,194,920)
		TOTAL LIABILITIES AND OWNERS’ EQUITY		$	3,045,291		$	3,191,393

(1)  Petition date values are taken from the Debtor’s balance sheet as of the petition date or are the values	Page 1 of 1
listed on the Debtor’s schedules.

DEBTOR:	Dakota Plains Holdings, Inc.					CASE NO:	16-43711
Form 2-D
PROFIT AND LOSS STATEMENT
		For Period:	12/20/16	to	12/31/16

				Current			Accumulated
				Month			Total (1)
Gross Operating Revenue			$	0		$	0
Less:  Discounts, Returns and Allowances			(	0	)	(	0	)
		Net Operating Revenue	$	0		$	0
Cost of Goods Sold				0			0
		Gross Profit	$	0		$	0
Operating Expenses
	Officer Compensation		$	18,511		$	18,511
	Selling, General and Administrative			27,418			27,418
	Rents and Leases			4,617			4,617
	Depreciation, Depletion and Amortization			0			0
	Other (list):			0			0
				0			0
	Total Operating Expenses		$	50,546		$	50,546
		Operating Income (Loss)	$	(50,546)		$	(50,546)
Non-Operating Income and Expenses
	Other Non-Operating Expenses		$	0		$	0
	Gains (Losses) on Sale of Assets			0			0
	Interest Income			0			0
	Interest Expense			0			0
	Other Non-Operating Income			0			0
	Net Non-Operating Income or (Expenses)		$	0		$	0
Reorganization Expenses
	Legal and Professional Fees		$	0		$	0
	Other Reorganization Expense			0			0
	Total Reorganization Expenses		$	0		$	0
		Net Income (Loss) Before Income Taxes	$	(50,546)		$	(50,546)
Federal and State Income Tax Expense (Benefit)				0			0
		NET INCOME (LOSS)	$	(50,546)		$	(50,546)
(1)  Accumulated Totals include all revenue and expenses since the petition date.
							Page 1 of 1

DEBTOR:	Dakota Plains Holdings, Inc.					CASE NO:	16-43711
Form 2-E
SUPPORTING SCHEDULES
		For Period:	12/20/16	to	12/31/16

	POST PETITION TAXES PAYABLE SCHEDULE
			Beginning		Amount		Amount		Date	Check		Ending
			Balance (1)		Accrued		Paid		Paid	Number		Balance
Income Tax Withheld:
	Federal	$	0	$	3,373	$	0				$	3,373
	State		0		4,980		0					4,980
FICA Tax Withheld			0		0		0					0
Employer’s FICA Tax			0		0		0					0
Unemployment Tax
	Federal		0		84		0					84
	State		0		544		0					544
Sales, Use &
	Excise Taxes		0		0		0					0
Property Taxes			0		0		0					0
Accrued Income Tax:
	Federal		0		0		0					0
	State		0		0		0					0
	Other:		0		0		0					0
TOTALS		$	0	$	8,981	$	0				$	8,981
(1)  For first report, Beginning Balance will be $0; thereafter, Beginning Balance will be Ending Balance from prior report.
	INSURANCE SCHEDULE
												Premium
			Carrier						Amount of	Expiration		Paid
									Coverage	Date		Through
Workers’ Compensation					Various			$	12,500,000	3/23/17		1/31/17
General Liability					Various			$	50,000,000	7/30/17		1/31/17
Property (Fire, Theft)					Various			$	46,413,035	12/10/17		1/31/17
Vehicle					Security National			$	1,000,000	12/10/17		1/31/17
Pollution					Berkley-Nautilus			$	10,000,000	5/11/17		1/31/17
D&O					Various			$	20,000,000	9/19/19		9/19/19
												Page 1 of 2

DEBTOR:	Dakota Plains Holdings, Inc.				CASE NO:	16-43711
Form 2-E
SUPPORTING SCHEDULES
		For Period:	12/20/16	to	12/31/16

ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING
								Accounts		Post Petition
Due								Receivable		Accounts Payable
Under 30 days							$	0	$	5,216
30 to 60 days								0		0
61 to 90 days								0		0
91 to 120 days								0		0
Over 120 days								0		0
Total Post Petition								0
Pre Petition Amounts								9,648
Total Accounts Receivable							$	9,648
Less:  Bad Debt Reserve								0
Net Accounts Receivable (to Form 2-C)							$	9,648
								Total Post Petition
								Accounts Payable	$	5,216
* Attach a detail listing of accounts receivable and post-petition accounts payable
SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS
		Month-end		Current		Paid in
		Retainer		Month’s		Current		Date of		Month-end
		Balance		Accrual		Month		Court Approval		Balance Due *
Debtor’s Counsel	$	112,928	$	0	$	0			$	0
Senior Secured Lender
Counsel		0		0		0				0
Counsel for Unsecured
Creditors’ Committee		0		0		0				0
Trustee’s Counsel		0		0		0				0
Accountant		0		0		0				0
Other:		0		0		0				0
Total	$	112,928	$	0	$	0			$	0
*Balance due to include fees and expenses incurred but not yet paid.
SCHEDULE OF PAYMENTS AND TRANSFERS TO PRINCIPALS/EXECUTIVES**
Payee Name		Position				Nature of Payment			Amount
									$
**List payments and transfers of any kind and in any form made to or for the benefit of any proprietor, owner,

partner, shareholder, officer or director. Page 2 of 2

DAKP AP Aging (Post-Petition)
Vendor	Under 30 Days	30 to 60 Days	61 to 90 Days	91 to 120 Days	Over 120 Days	Total
AIS	1,093.91					1,093.91
Corporation Services Company	427.20					427.20
Health Partners	1,945.62					1,945.62
Interwest Transfer Co., Inc.	325.00					325.00
Northwestern Mutual	1,423.99					1,423.99
Total	5,215.72	0.00	0.00	0.00	0.00	5,215.72

DEBTOR:	Dakota Plains Holdings, Inc.			CASE NO:	16-43711
Form 2-F
QUARTERLY FEE SUMMARY *
		For the Month Ended:	12/31/16

				Cash		Quarterly		Date
Month		Year		Disbursements **		Fee Due	Check No.	Paid
January		2016	$	0
February		2016		0
March		2016		0
	TOTAL 1st Quarter		$	0	$
April		2016	$	0
May		2016		0
June		2016		0
	TOTAL 2nd Quarter		$	0	$
July		2016	$	0
August		2016		0
September		2016		0
	TOTAL 3rd Quarter		$	0	$
October		2016	$	0
November		2016		0
December		2016		12,847	(1)
	TOTAL 4th Quarter		$	12,847	$	325	1758	1/20/17
(1) Excludes “Account Funding Transfers” from line 3, Form 2-B since these are included in Disbursements of subsidiary.
FEE SCHEDULE
Quarterly Disbursements			Fee			Quarterly Disbursements		Fee
$0 to $14,999			$325			$1,000,000 to $1,999,999		$6,500
$15,000 to $74,999			$650			$2,000,000 to $2,999,999		$9,750
$75,000 to $149,999			$975			$3,000,000 to $4,999,999		$10,400
$150,000 to $224,999			$1,625			$5,000,000 to $14,999,999		$13,000
$225,000 to $299,999			$1,950			$15,000,000 to $29,999,999		$20,000
$300,000 to $999,999			$4,875			$30,000,000 or more		$30,000
*	This summary is to reflect the current calendar year’s information cumulative to the end of the reporting period
**	Should agree with line 3, Form 2-B.  Disbursements are net of transfers to other debtor in possession bank accounts
Failure to pay the quarterly fee is cause for conversion or dismissal of the chapter 11 case. [11 U.S.C. Sec. 1112(b)(10)]
								Page 1 of 1

DEBTOR:	Dakota Plains Holdings, Inc.			CASE NO:	16-43711
Form 2-G NARRATIVE
		For Period Ending	12/31/16

Please provide a brief description of any significant business and legal actions taken by the debtor, its creditors, or the court during the reporting period, any unusual or non-recurring accounting transactions that are reported in the financial statements, and any significant changes in the financial condition of the debtor which have occurred subsequent to the report date.
There are no significant business or legal actions taken by the debtor, its creditors, or the court during the reporting period. There are no unusual or non-recurring accounting transactions that are reported in the financial statements. There are no significant changes in the financial condition of the debtor which have ocurred subsequent to the report date.
	Page 1 of 1

DEBTOR:

Dakota Petroleum Transport Solutions, LLC

MONTHLY OPERATING REPORT

CHAPTER 11

CASE NUMBER:

16-43718

Form 2-A

COVER SHEET

For Period Ending 12/31/16

Accounting Method:

X

Accrual Basis

Cash Basis

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH

Debtor must attach each of the following reports/documents unless the U. S. Trustee

Mark One Box for Each

has waived the requirement in writing.  Submit the original Monthly Operating Report

Required Document:

bearing an original signature, to the U. S. Trustee.  A copy of the Report must be

filed with the Clerk of Court.  11 U.S.C. § 704(8)

Report/Document

Previously

Attached

Waived

REQUIRED REPORTS/DOCUMENTS

X

1.

Cash Receipts and Disbursements Statement (Form 2-B)

X

2.

Balance Sheet (Form 2-C)

X

3.

Profit and Loss Statement (Form 2-D)

X

4.

Supporting Schedules (Form 2-E)

X

5.

Quarterly Fee Summary (Form 2-F)

X

6.

Narrative (Form 2-G)

X

7.

Bank Statements for All Bank Accounts

X

8.

Bank Statement Reconciliations for all Bank Accounts

I declare under penalty of perjury that the following Monthly Operating Report, and any attachments thereto are true, accurate and correct to the best of my knowledge and belief.

Executed on:

1/20/17

Print Name:

Martin J Beskow

Signature:

Title:

Chief Financial Officer

DEBTOR:		Dakota Petroleum Transport Solutions, LLC				CASE NO:	16-43718
	Form 2-B
	CASH RECEIPTS AND DISBURSEMENTS STATEMENT
			For Period:	12/20/16	to	12/31/16

CASH FLOW SUMMARY				Current
				Month			Accumulated
1.	Beginning Cash Balance		$	0	(1)	$	0	(1)
2.	Cash Receipts
		Operations		0			0
		Sale of Assets		0			0
		DIP Financing / Advances		0			0
		Account Funding Transfers		92,078			92,078
		Other		0			0
		Total Cash Receipts	$	92,078		$	92,078
3.	Cash Disbursements
		Operations		92,078			92,078
		DIP Financing Payments		0			0
		Professional Fees / U.S. Trustee Fees		0			0
		Other		0			0
		Total Cash Disbursements	$	92,078		$	92,078
4.	Net Cash Flow (Total Cash Receipts less
		Total Cash Disbursements)		0			0
5	Ending Cash Balance (to Form 2-C)		$	0	(2)	$	0	(2)

CASH BALANCE SUMMARY					Book
		Financial Institution			Balance
	Petty Cash		N/A	$	0
	DIP Operating Account		N/A		0
	DIP State Tax Account		N/A		0
	DIP Payroll Account		N/A		0
	Other Operating Account		Bank of America - Disbursement - ZBA #8071		0
	Other Interest-bearing Account		N/A		0
	TOTAL (must agree with Ending Cash Balance above)			$	0	(2)
(1)  Accumulated beginning cash balance is the cash available at the commencement of the case.
	Current month beginning cash balance should equal the previous month's ending balance.					Page 1 of 3
(2)  All cash balances should be the same.

DEBTOR:		Dakota Petroleum Transport Solutions, LLC						CASE NO:		16-43718
	Form 2-B
	CASH RECEIPTS AND DISBURSEMENTS STATEMENT
				For Period:		12/20/16	to	12/31/16
CASH RECEIPTS DETAIL					Account: #8071
(attach additional sheets as necessary)
	Date		Payer			Description				Amount
	12/31/16		None						$	0
			Total Operations Cash Receipts						$	0
	12/31/16		None						$	0
			Total Sale of Assets						$	0
	12/31/16		None						$	0
			Total DIP Financing / Advances						$	0
	Various		Bank of America			Account Funding Transfer from #8118			$	92,078
			Total Account Funding Receipts						$	92,078
	12/31/16		None						$	0
			Total Other Receipts						$	0
						Total Cash Receipts			$	92,078	(1)
(1)  Total for all accounts should agree with total cash receipts listed on Form 2-B, page 1										Page 2 of 3

DEBTOR:		Dakota Petroleum Transport Solutions, LLC						CASE NO:		16-43718
Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT
				For Period:	12/20/16	to	12/31/16
CASH DISBURSEMENTS DETAIL						Account: #8071
(attach additional sheets as necessary)
	Date		Check No.	Payee			Description (Purpose)			Amount
	12/27/16		ACH	Wells Fargo Dealer Services			Auto Loan			1,368
	12/27/16		ACH	Ally			Auto Loan			918
	12/27/16		ACH	Ally			Auto Loan			900
	12/28/16		ACH	Bank of America			Bank Fees			139
	12/30/16		Wire	First Insurance Funding			Insurance			88,753
				Total Operations Cash Disbursements					$	92,078
	12/31/16			None					$	0
				Total DIP Financing Payments					$	0
	12/31/16			None					$	0
				Total Professional Fees / U.S. Trustee Fees					$	0
	12/31/16			None						0
				Total Other Cash Disbursements					$	0
							Total Cash Disbursements		$	92,078	(1)
(1)  Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1										Page 3 of 3

DEBTOR:	Dakota Petroleum Transport Solutions, LLC			CASE NO:	16-43718
Form 2-C
COMPARATIVE BALANCE SHEET
		For Period Ended:	12/31/16

					Current			Petition
ASSETS					Month			Date (1)
Current Assets:
	Cash (from Form 2-B, line 5)			$	0		$	0
	Accounts Receivable (from Form 2-E)				5,776,806			5,395,679
	Receivable from Officers, Employees, Affiliates				0			0
	Inventory				0			0
	Other Current Assets :(List)		Prepaid Insurance		221,282			174,811
			Prepaid Expense		8,506			10,491
		Total Current Assets		$	6,006,594		$	5,580,981
Fixed Assets:
	Land			$	0		$	0
	Building				4,077,616			4,077,616
	Equipment, Furniture and Fixtures				6,030,858			6,030,858
		Total Fixed Assets			10,108,474			10,108,474
	Less:  Accumulated Depreciation			(	2,322,185	)	(	2,322,185	)
		Net Fixed Assets		$	7,786,289		$	7,786,289
	Other Assets (List):		Other Long-Term Assets		729,623			729,623
					0			0
		TOTAL ASSETS		$	14,522,506		$	14,096,893
LIABILITIES
	Post-petition Accounts Payable (from Form 2-E)			$	13,789		$	0
	Post-petition Accrued Profesional Fees (from Form 2-E)				0			0
	Post-petition Taxes Payable (from Form 2-E)				0			0
	Post-petition Notes Payable				0			0
	Other Post-petition Payable(List):		Accrued Salaries		25,117			0
			Accrued Expenses		19,116			0
		Total Post Petition Liabilities		$	58,022		$	0
Pre Petition Liabilities:
	Secured Debt				0			0
	Priority Debt - Property Tax				579,476			437,754
	Secured Debt - Notes Payable Vehicles				168,269			173,174
	Unsecured Debt				60,833			32,802
		Total Pre Petition Liabilities		$	808,578		$	643,730
		TOTAL LIABILITIES		$	866,600		$	643,730
OWNERS' EQUITY
	Owner's/Stockholder's Equity			$	0		$	0
	Retained Earnings - Prepetition				13,453,163			13,453,163
	Retained Earnings - Post-petition				202,743			0
		TOTAL OWNERS' EQUITY		$	13,655,906		$	13,453,163
		TOTAL LIABILITIES AND OWNERS' EQUITY		$	14,522,506		$	14,096,893
(1)  Petition date values are taken from the Debtor's balance sheet as of the petition date or are the values								Page 1 of 1
listed on the Debtor's schedules.

DEBTOR:			Dakota Petroleum Transport Solutions, LLC						CASE NO:		16-43718
Form 2-D
PROFIT AND LOSS STATEMENT
				For Period:	12/20/16	to	12/31/16
							Current				Accumulated
							Month				Total (1)
Gross Operating Revenue						$	372,614			$	372,614
Less:  Discounts, Returns and Allowances						(	0	)		(	0
		Net Operating Revenue				$	372,614			$	372,614
Cost of Goods Sold							88,587				88,587
		Gross Profit				$	284,026			$	284,026
Operating Expenses
	Officer Compensation					$	0			$	0
	Selling, General and Administrative						80,984				80,984
	Rents and Leases						0				0
	Depreciation, Depletion and Amortization						0				0
	Other (list):						0				0
							0				0
	Total Operating Expenses					$	80,984			$	80,984
		Operating Income (Loss)				$	203,042			$	203,042
Non-Operating Income and Expenses
	Other Non-Operating Expenses					$	0			$	0
	Gains (Losses) on Sale of Assets						0				0
	Interest Income						0				0
	Interest Expense						(299)				(299)
	Other Non-Operating Income						0				0
	Net Non-Operating Income or (Expenses)					$	(299)			$	(299)
Reorganization Expenses
	Legal and Professional Fees					$	0			$	0
	Other Reorganization Expense						0				0
	Total Reorganization Expenses					$	0			$	0
		Net Income (Loss) Before Income Taxes				$	202,743			$	202,743
Federal and State Income Tax Expense (Benefit)							0				0
		NET INCOME (LOSS)				$	202,743			$	202,743
(1)  Accumulated Totals include all revenue and expenses since the petition date.
											Page 1 of 1

DEBTOR:		Dakota Petroleum Transport Solutions, LLC									CASE NO:		16-43718
Form 2-E
SUPPORTING SCHEDULES
						For Period:		12/20/16	to	12/31/16
	POST PETITION TAXES PAYABLE SCHEDULE
				Beginning		Amount		Amount		Date	Check		Ending
				Balance (1)		Accrued		Paid		Paid	Number		Balance
Income Tax Withheld:
	Federal		$	0	$	0	$	0				$	0
	State			0		0		0					0
FICA Tax Withheld				0		0		0					0
Employer's FICA Tax				0		0		0					0
Unemployment Tax
	Federal			0		0		0					0
	State			0		0		0					0
Sales, Use &
	Excise Taxes			0		0		0					0
Property Taxes				0		0		0					0
Accrued Income Tax:
	Federal			0		0		0					0
	State			0		0		0					0
	Other:			0		0		0					0
TOTALS			$	0	$	0	$	0				$	0
(1)  For first report, Beginning Balance will be $0; thereafter, Beginning Balance will be Ending Balance from prior report.
	INSURANCE SCHEDULE
													Premium
				Carrier						Amount of	Expiration		Paid
										Coverage	Date		Through
Workers' Compensation						Various			$	12,500,000	3/23/17		1/31/17
General Liability						Various			$	50,000,000	7/30/17		1/31/17
Property (Fire, Theft)						Various			$	46,413,035	12/10/17		1/31/17
Vehicle						Security National			$	1,000,000	12/10/17		1/31/17
Pollution						Berkley-Nautilus			$	10,000,000	5/11/17		1/31/17
D&O						Various			$	20,000,000	9/19/19		9/19/19
													Page 1 of 2

DEBTOR:		Dakota Petroleum Transport Solutions, LLC								CASE NO:		16-43718
Form 2-E
SUPPORTING SCHEDULES
						For Period:		12/20/16	to	12/31/16
ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING
										Accounts		Post Petition
Due										Receivable		Accounts Payable
Under 30 days									$	381,127	$	13,789
30 to 60 days										0		0
61 to 90 days										0		0
91 to 120 days										0		0
Over 120 days										0		0
Total Post Petition										381,127
Pre Petition Amounts										5,482,232
Total Accounts Receivable									$	5,863,359
Less:  Bad Debt Reserve										(86,553)
Net Accounts Receivable (to Form 2-C)									$	5,776,806
										Total Post Petition
										Accounts Payable	$	13,789
* Attach a detail listing of accounts receivable and post-petition accounts payable
SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS
				Month-end		Current		Paid in
				Retainer		Month's		Current		Date of		Month-end
				Balance		Accrual		Month		Court Approval		Balance Due *
Debtor's Counsel			$	0	$	0	$	0			$	0
Senior Secured Lender
	Counsel			0		0		0				0
Counsel for Unsecured
	Creditors' Committee			0		0		0				0
Trustee's Counsel				0		0		0				0
Accountant				0		0		0				0
Other:				0		0		0				0
Total			$	0	$	0	$	0			$	0
*Balance due to include fees and expenses incurred but not yet paid.
SCHEDULE OF PAYMENTS AND TRANSFERS TO PRINCIPALS/EXECUTIVES**
Payee Name				Position				Nature of Payment			Amount
											$
**List payments and transfers of any kind and in any form made to or for the benefit of any proprietor, owner,
partner, shareholder, officer or director.												Page 2 of 2

DPTS, LLC AR Aging (Post-Petition)
	Under 30 days	30 to 60 days	61 to 90 days	91 to 120 days	Over 120 days	Total
4 Customers	381,127					381,127
Total	381,127	0	0	0	0	381,127
DPTS, LLC AR Aging (Pre-Petition)
	Under 30 days	30 to 60 days	61 to 90 days	91 to 120 days	Over 120 days	Total
2 Customers					5,482,232	5,482,232
Bad Debt Reserve					(86,553)	(86,553)
Total	0	0	0	0	5,395,679	5,395,679

DPTS AP Aging (Post-Petition)
Vendor	Under 30 Days	30 to 60 Days	61 to 90 Days	91 to 120 Days	Over 120 Days	Total
Border States Electric Supply	1,485					1,485
Butler Machinery Company	381					381
Hughes Network Systems, LLC	115					115
Northern Plains Rail Services	3,550					3,550
Salco Products, Inc.	5,780					5,780
United Quality Cooperative	2,477					2,477
Total	13,789	0	0	0	0	13,789

DEBTOR:			Dakota Petroleum Transport Solutions, LLC					CASE NO:	16-43718
Form 2-F
QUARTERLY FEE SUMMARY *
					For the Month Ended:		12/31/16
					Cash		Quarterly		Date
Month		Year			Disbursements **		Fee Due	Check No.	Paid
January		2016		$	0
February		2016			0
March		2016			0
	TOTAL 1st Quarter			$	0	$
April		2016		$	0
May		2016			0
June		2016			0
	TOTAL 2nd Quarter			$	0	$
July		2016		$	0
August		2016			0
September		2016			0
	TOTAL 3rd Quarter			$	0	$
October		2016		$	0
November		2016			0
December		2016			92,078
	TOTAL 4th Quarter			$	92,078	$	975	1759	1/20/17
FEE SCHEDULE
Quarterly Disbursements				Fee			Quarterly Disbursements		Fee
$0 to $14,999				$325			$1,000,000 to $1,999,999		$6,500
$15,000 to $74,999				$650			$2,000,000 to $2,999,999		$9,750
$75,000 to $149,999				$975			$3,000,000 to $4,999,999		$10,400
$150,000 to $224,999				$1,625			$5,000,000 to $14,999,999		$13,000
$225,000 to $299,999				$1,950			$15,000,000 to $29,999,999		$20,000
$300,000 to $999,999				$4,875			$30,000,000 or more		$30,000
*	This summary is to reflect the current calendar year's information cumulative to the end of the reporting period
**	Should agree with line 3, Form 2-B.  Disbursements are net of transfers to other debtor in possession bank accounts
Failure to pay the quarterly fee is cause for conversion or dismissal of the chapter 11 case. [11 U.S.C. Sec. 1112(b)(10)]
									Page 1 of 1

	DEBTOR:	Dakota Petroleum Transport Solutions, LLC	CASE NO:	16-43718
Form 2-G
NARRATIVE
For Period Ending12/31/16
	Please provide a brief description of any significant business and legal actions taken by the debtor, its creditors,
	or the court during the reporting period, any unusual or non-recurring accounting transactions that are reported in
	the financial statements, and any significant changes in the financial condition of the debtor which have occurred
	subsequent to the report date.
	Dakota Petroleum Transport Solutions, LLC is a wholly-owned, subsidiary of Dakota Plains Holdings, Inc. (the "Parent Company").  The results of operations for periods beginning after the December 20, 2016 petition date are reported on a consolidation basis with those of the Parent Company.  There were no significant business or legal actions taken by the debtor, its creditors, or the court during the reporting period. There are no significant changes in the financial condition of the debtor which have ocurred subsequent to the report date. There were no unusual or non-recurring accounting transactions that are reported in the financial statements.
					Page 1 of 1

DEBTOR:

DPTS Sand, LLC

MONTHLY OPERATING REPORT

CHAPTER 11

CASE NUMBER:

16-43721

Form 2-A

COVER SHEET

For Period Ending 12/31/16

Accounting Method:

X

Accrual Basis

Cash Basis

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH

Debtor must attach each of the following reports/documents unless the U. S. Trustee

Mark One Box for Each

has waived the requirement in writing.  Submit the original Monthly Operating Report

Required Document:

bearing an original signature, to the U. S. Trustee.  A copy of the Report must be

filed with the Clerk of Court.  11 U.S.C. § 704(8)

Report/Document

Previously

Attached

Waived

REQUIRED REPORTS/DOCUMENTS

X

1.

Cash Receipts and Disbursements Statement (Form 2-B)

X

2.

Balance Sheet (Form 2-C)

X

3.

Profit and Loss Statement (Form 2-D)

X

4.

Supporting Schedules (Form 2-E)

X

5.

Quarterly Fee Summary (Form 2-F)

X

6.

Narrative (Form 2-G)

X

7.

Bank Statements for All Bank Accounts

X

8.

Bank Statement Reconciliations for all Bank Accounts

I declare under penalty of perjury that the following Monthly Operating Report, and any attachments thereto are true, accurate and correct to the best of my knowledge and belief.

Executed on:

1/20/17

Print Name:

Martin J Beskow

Signature:

Title:

Chief Financial Officer

DEBTOR:DPTS Sand, LLC						CASE NO:			16-43721
	Form 2-B
	CASH RECEIPTS AND DISBURSEMENTS STATEMENT
			For Period:	12/20/16	to	12/31/16
CASH FLOW SUMMARY						Current
						Month			Accumulated
1.	Beginning Cash Balance				$	1,629	(1)	$	1,629	(1)
2.	Cash Receipts
		Operations				0			0
		Sale of Assets				0			0
		DIP Financing / Advances				0			0
		Other				0			0
		Total Cash Receipts			$	0		$	0
3.	Cash Disbursements
		Operations				0			0
		DIP Financing Payments				0			0
		Professional Fees / U.S. Trustee Fees				0			0
		Account Funding Transfers				0
		Other				0			0
		Total Cash Disbursements			$	0		$	0
4.	Net Cash Flow (Total Cash Receipts less
		Total Cash Disbursements)				0			0
5	Ending Cash Balance (to Form 2-C)				$	1,629	(2)	$	1,629	(2)

CASH BALANCE SUMMARY				Book
		Financial Institution		Balance
	Petty Cash	N/A	$	0
	DIP Operating Account	N/A		0
	DIP State Tax Account	N/A		0
	DIP Payroll Account	N/A		0
	Other Operating Account	Bank of America - Operating #8132		1,629
	Other Interest-bearing Account	N/A		0
	TOTAL (must agree with Ending Cash Balance above)		$	1,629	(2)

(1)  Accumulated beginning cash balance is the cash available at the commencement of the case.

Current month beginning cash balance should equal the previous month’s ending balance.

(2)  All cash balances should be the same.

Page 1 of 3

DEBTOR:		DPTS Sand, LLC						CASE NO:		16-43721
	Form 2-B
	CASH RECEIPTS AND DISBURSEMENTS STATEMENT
				For Period:		12/20/16	to	12/31/16
CASH RECEIPTS DETAIL					Account: #8132
(attach additional sheets as necessary)
	Date		Payer			Description				Amount
	12/31/16		None						$	0
			Total Operations Cash Receipts						$	0
	12/31/16		None						$	0
			Total Sale of Assets						$	0
	12/31/16		None						$	0
			Total DIP Financing / Advances						$	0
	12/31/16		None						$	0
			Total Other Receipts						$	0
						Total Cash Receipts			$	0	(1)

(1)  Total for all accounts should agree with total cash receipts listed on Form 2-B, page 1

Page 2 of 3

DEBTOR:		DPTS Sand, LLC						CASE NO:		16-43721
Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT
				For Period:	12/20/16	to	12/31/16
CASH DISBURSEMENTS DETAIL						Account: #8132
(attach additional sheets as necessary)
	Date		Check No.	Payee			Description (Purpose)			Amount
	12/31/16			None						0
				Total Operations Cash Disbursements					$	0
	12/31/16			None					$	0
				Total DIP Financing Payments					$	0
	12/31/16			None					$	0
				Total Professional Fees / U.S. Trustee Fees					$	0
	12/31/16			None						0
				Total Account Funding Transfers					$	0
	12/31/16			None						0
				Total Other Cash Disbursements					$	0
							Total Cash Disbursements		$	0	(1)

(1)  Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1

Page 3 of 3

DEBTOR:DPTS Sand, LLC					CASE NO:				16-43721
Form 2-C
COMPARATIVE BALANCE SHEET
			For Period Ended:	12/31/16
						Current			Petition
ASSETS						Month			Date (1)
Current Assets:
	Cash (from Form 2-B, line 5)				$	1,629		$	1,629
	Accounts Receivable (from Form 2-E)					355,858			262,013
	Receivable from Officers, Employees, Affiliates					0			0
	Inventory					0			0
	Other Current Assets :(List)					0			0
						0			0
		Total Current Assets			$	357,487		$	263,642
Fixed Assets:
	Land				$	0		$	0
	Building					0			0
	Equipment, Furniture and Fixtures					0			0
		Total Fixed Assets				0			0
	Less:  Accumulated Depreciation				(	0	)	(	0	)
		Net Fixed Assets			$	0		$	0
	Other Assets (List):					0			0
						0			0
		TOTAL ASSETS			$	357,487		$	263,642
LIABILITIES
	Post-petition Accounts Payable (from Form 2-E)				$	0		$	0
	Post-petition Accrued Profesional Fees (from Form 2-E)					0			0
	Post-petition Taxes Payable (from Form 2-E)					0			0
	Post-petition Notes Payable					0			0
	Other Post-petition Payable(List):		Accrued Salaries			0			0
						0			0
		Total Post Petition Liabilities			$	0		$	0
Pre Petition Liabilities:
	Secured Debt					0			0
	Priority Debt - Property Tax					0			0
	Secured Debt - Notes Payable Vehicles					0			0
	Unsecured Debt					0			0
		Total Pre Petition Liabilities			$	0		$	0
		TOTAL LIABILITIES			$	0		$	0
OWNERS’ EQUITY
	Owner’s/Stockholder’s Equity				$	0		$	0
	Retained Earnings - Prepetition					263,642			263,642
	Retained Earnings - Post-petition					93,845			0
		TOTAL OWNERS’ EQUITY			$	357,487		$	263,642
		TOTAL LIABILITIES AND OWNERS’ EQUITY			$	357,487		$	263,642

(1)  Petition date values are taken from the Debtor’s balance sheet as of the petition date or are the values listed on the Debtor’s schedules.
	Page 1 of 1

DEBTOR:			DPTS Sand, LLC						CASE NO:		16-43721
Form 2-D
PROFIT AND LOSS STATEMENT
				For Period:	12/20/16	to	12/31/16
							Current				Accumulated
							Month				Total (1)
Gross Operating Revenue						$	93,845			$	93,845
Less:  Discounts, Returns and Allowances						(	0	)		(	0	)
		Net Operating Revenue				$	93,845			$	93,845
Cost of Goods Sold							0				0
		Gross Profit				$	93,845			$	93,845
Operating Expenses
	Officer Compensation					$	0			$	0
	Selling, General and Administrative						0				0
	Rents and Leases						0				0
	Depreciation, Depletion and Amortization						0				0
	Other (list):						0				0
							0				0
	Total Operating Expenses					$	0			$	0
		Operating Income (Loss)				$	93,845			$	93,845
Non-Operating Income and Expenses
	Other Non-Operating Expenses					$	0			$	0
	Gains (Losses) on Sale of Assets						0				0
	Interest Income						0				0
	Interest Expense						0				0
	Other Non-Operating Income						0				0
	Net Non-Operating Income or (Expenses)					$	0			$	0
Reorganization Expenses
	Legal and Professional Fees					$	0			$	0
	Other Reorganization Expense						0				0
	Total Reorganization Expenses					$	0			$	0
		Net Income (Loss) Before Income Taxes				$	93,845			$	93,845
Federal and State Income Tax Expense (Benefit)							0				0
		NET INCOME (LOSS)				$	93,845			$	93,845
(1)  Accumulated Totals include all revenue and expenses since the petition date.

Page 1 of 1

DEBTOR:		DPTS Sand, LLC									CASE NO:		16-43721
Form 2-E
SUPPORTING SCHEDULES
						For Period:		12/20/16	to	12/31/16
	POST PETITION TAXES PAYABLE SCHEDULE
				Beginning		Amount		Amount		Date	Check		Ending
				Balance (1)		Accrued		Paid		Paid	Number		Balance
Income Tax Withheld:
	Federal		$	0	$	0	$	0				$	0
	State			0		0		0					0
FICA Tax Withheld				0		0		0					0
Employer’s FICA Tax				0		0		0					0
Unemployment Tax
	Federal			0		0		0					0
	State			0		0		0					0
Sales, Use &
	Excise Taxes			0		0		0					0
Property Taxes				0		0		0					0
Accrued Income Tax:
	Federal			0		0		0					0
	State			0		0		0					0
	Other:			0		0		0					0
TOTALS			$	0	$	0	$	0				$	0

(1)  For first report, Beginning Balance will be $0; thereafter, Beginning Balance will be Ending Balance from prior report.

	INSURANCE SCHEDULE
							Premium
		Carrier			Amount of	Expiration	Paid
					Coverage	Date	Through
Workers’ Compensation			Various	$	12,500,000	3/23/17	1/31/17
General Liability			Various	$	50,000,000	7/30/17	1/31/17
Property (Fire, Theft)			Various	$	46,413,035	12/10/17	1/31/17
Vehicle			Security National	$	1,000,000	12/10/17	1/31/17
Pollution			Berkley-Nautilus	$	10,000,000	5/11/17	1/31/17
D&O			Various	$	20,000,000	9/19/19	9/19/19

Page 1 of 2

DEBTOR:	DPTS Sand, LLC				CASE NO:		16-43721
Form 2-E
SUPPORTING SCHEDULES
		For Period:	12/20/16	to	12/31/16
ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING
					Accounts		Post Petition
Due					Receivable		Accounts Payable
Under 30 days				$	93,845	$	0
30 to 60 days					0		0
61 to 90 days					0		0
91 to 120 days					0		0
Over 120 days					0		0
Total Post Petition					93,845
Pre Petition Amounts					262,013
Total Accounts Receivable				$	355,858
Less:  Bad Debt Reserve					0
Net Accounts Receivable (to Form 2-C)				$	355,858
					Total Post Petition
					Accounts Payable	$	0

* Attach a detail listing of accounts receivable and post-petition accounts payable

SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS
			Month-end		Current		Paid in
			Retainer		Month’s		Current	Date of		Month-end
			Balance		Accrual		Month	Court Approval		Balance Due *
Debtor’s Counsel		$	0	$	0	$	0		$	0
Senior Secured Lender
	Counsel		0		0		0			0
Counsel for Unsecured
	Creditors’ Committee		0		0		0			0
Trustee’s Counsel			0		0		0			0
Accountant			0		0		0			0
Other:			0		0		0			0
Total		$	0	$	0	$	0		$	0

*Balance due to include fees and expenses incurred but not yet paid.

SCHEDULE OF PAYMENTS AND TRANSFERS TO PRINCIPALS/EXECUTIVES**
Payee Name	Position	Nature of Payment	Amount
			$

**List payments and transfers of any kind and in any form made to or for the benefit of any proprietor, owner, partner, shareholder, officer or director.

Page 2 of 2

DPTS Sand, LLC AR Aging (Post-Petition)
Vendor - UNIMIN Invoice #	Under 30 days	30 to 60 days	61 to 90 days	91 to 120 days	Over 120 days	Total
1134 - Dec	12,107					12,107
1133	43,531					43,531
1132	38,208					38,208
Total	93,845	0	0	0	0	93,845
DPTS Sand, LLC AR Aging (Pre-Petition)
Vendor - UNIMIN Invoice #	Under 30 days	30 to 60 days	61 to 90 days	91 to 120 days	Over 120 days	Total
1131	61,655					61,655
1130	32,493					32,493
1129		73,784				73,784
1128		36,481				36,481
1127		57,599				57,599
Total	94,149	167,864	0	0	0	262,013

DEBTOR:			DPTS Sand, LLC					CASE NO:	16-43721
Form 2-F
QUARTERLY FEE SUMMARY *
					For the Month Ended:		12/31/16
					Cash		Quarterly		Date
Month		Year			Disbursements **		Fee Due	Check No.	Paid
January		2016		$	0
February		2016			0
March		2016			0
	TOTAL 1st Quarter			$	0	$
April		2016		$	0
May		2016			0
June		2016			0
	TOTAL 2nd Quarter			$	0	$
July		2016		$	0
August		2016			0
September		2016			0
	TOTAL 3rd Quarter			$	0	$
October		2016		$	0
November		2016			0
December		2016			0
	TOTAL 4th Quarter			$	0	$	325	1760	1/20/17

FEE SCHEDULE
Quarterly Disbursements	Fee	Quarterly Disbursements	Fee
$0 to $14,999	$325	$1,000,000 to $1,999,999	$6,500
$15,000 to $74,999	$650	$2,000,000 to $2,999,999	$9,750
$75,000 to $149,999	$975	$3,000,000 to $4,999,999	$10,400
$150,000 to $224,999	$1,625	$5,000,000 to $14,999,999	$13,000
$225,000 to $299,999	$1,950	$15,000,000 to $29,999,999	$20,000
$300,000 to $999,999	$4,875	$30,000,000 or more	$30,000

*	This summary is to reflect the current calendar year’s information cumulative to the end of the reporting period
**	Should agree with line 3, Form 2-B.  Disbursements are net of transfers to other debtor in possession bank accounts

Failure to pay the quarterly fee is cause for conversion or dismissal of the chapter 11 case. [11 U.S.C. Sec. 1112(b)(10)]

Page 1 of 1

DEBTOR:	DPTS Sand, LLC		CASE NO:	16-43721
Form 2-G
NARRATIVE
For Period Ending		12/31/16
Please provide a brief description of any significant business and legal actions taken by the debtor, its creditors, or the court during the reporting period, any unusual or non-recurring accounting transactions that are reported in the financial statements, and any significant changes in the financial condition of the debtor which have occurred subsequent to the report date.

DPTS Sand, LLC is a wholly-owned, subsidiary of Dakota Plains Holdings, Inc. (the “Parent Company”).  The results of operations for periods beginning after the December 20, 2016 petition date are reported on a consolidation basis with those of the Parent Company.  There were no significant business or legal actions taken by the debtor, its creditors, or the court during the reporting period. There are no significant changes in the financial condition of the debtor which have ocurred subsequent to the report date. There were no unusual or non-recurring accounting transactions that are reported in the financial statements.

Page 1 of 1

DEBTOR:

DPTS Marketing LLC

MONTHLY OPERATING REPORT

CHAPTER 11

CASE NUMBER:

16-43717

Form 2-A

COVER SHEET

For Period Ending 12/31/16

Accounting Method:

X

Accrual Basis

Cash Basis

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH

Debtor must attach each of the following reports/documents unless the U. S. Trustee

Mark One Box for Each

has waived the requirement in writing. Submit the original Monthly Operating Report

Required Document:

bearing an original signature, to the U. S. Trustee. A copy of the Report must be

filed with the Clerk of Court. 11 U.S.C. § 704(8)

Report/Document

Previously

Attached

Waived

REQUIRED REPORTS/DOCUMENTS

X

1.

Cash Receipts and Disbursements Statement (Form 2-B)

X

2.

Balance Sheet (Form 2-C)

X

3.

Profit and Loss Statement (Form 2-D)

X

4.

Supporting Schedules (Form 2-E)

X

5.

Quarterly Fee Summary (Form 2-F)

X

6.

Narrative (Form 2-G)

X

7.

Bank Statements for All Bank Accounts

X

8.

Bank Statement Reconciliations for all Bank Accounts

I declare under penalty of perjury that the following Monthly Operating Report, and any attachments thereto are true, accurate and correct to the best of my knowledge and belief.

Executed on:

1/20/17

Print Name:

Martin J Beskow

Signature:

Title:

Chief Financial Officer

DEBTOR:    DPTS Marketing LLC CASE NO: 16-43717

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period:  12/20/16 to 12/31/16

CASH FLOW SUMMARY				Current
				Month			Accumulated
1.	Beginning Cash Balance		$	0	(1)	$	0	(1)
2.	Cash Receipts
		Operations		0			0
		Sale of Assets		0			0
		DIP Financing / Advances		0			0
		Other		0			0
		Total Cash Receipts	$	0		$	0
3.	Cash Disbursements
		Operations		0			0
		DIP Financing Payments		0			0
		Professional Fees / U.S. Trustee Fees		0			0
		Other		0			0
		Total Cash Disbursements	$	0		$	0
4.	Net Cash Flow (Total Cash Receipts less
		Total Cash Disbursements)		0			0
5	Ending Cash Balance (to Form 2-C)		$	0	(2)	$	0	(2)

CASH BALANCE SUMMARY					Book
		Financial Institution			Balance
	Petty Cash		N/A	$	0
	DIP Operating Account		N/A		0
	DIP State Tax Account		N/A		0
	DIP Payroll Account		N/A		0
	Other Operating Account		Bank of America - Disbursement - ZBA #8137		0
	Other Interest-bearing Account		N/A		0
	TOTAL (must agree with Ending Cash Balance above)			$	0	(2)

(1)  Accumulated beginning cash balance is the cash available at the commencement of the case. Current month beginning cash balance should equal the previous month's ending balance.
	Page 1 of 3
(2)  All cash balances should be the same.

DEBTOR:DPTS Marketing LLC CASE NO:       16-43717

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period:  12/20/16  to  12/31/16  

CASH RECEIPTS DETAIL			Account: #8137
(attach additional sheets as necessary)
	Date	Payer		Description		Amount
	12/31/16	None			$	0
		Total Operations Cash Receipts			$	0
	12/31/16	None			$	0
		Total Sale of Assets			$	0
	12/31/16	None			$	0
		Total DIP Financing / Advances			$	0
	12/31/16	None			$	0
		Total Other Receipts			$	0
				Total Cash Receipts	$	0	(1)

(1)  Total for all accounts should agree with total cash receipts listed on Form 2-B, page 1 Page 2 of 3

DEBTOR:       DPTS Marketing LLC CASE NO:        16-43717

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period:  12/20/16  to  12/31/16  

CASH DISBURSEMENTS DETAIL				Account: #8137
(attach additional sheets as necessary)
	Date	Check No.	Payee		Description (Purpose)		Amount
	12/31/16		None				0
			Total Operations Cash Disbursements			$	0
	12/31/16		None			$	0
			Total DIP Financing Payments			$	0
	12/31/16		None			$	0
			Total Professional Fees / U.S. Trustee Fees			$	0
	12/31/16		None				0
			Total Other Cash Disbursements			$	0
					Total Cash Disbursements	$	0	(1)

(1)  Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1 Page 3 of 3

DEBTOR:     DPTS Marketing LLC CASE NO:        16-43717

Form 2-C

COMPARATIVE BALANCE SHEET

For Period Ended:   12/31/16  

				Current			Petition
ASSETS				Month			Date (1)
Current Assets:
	Cash (from Form 2-B, line 5)		$	0		$	0
	Accounts Receivable (from Form 2-E)			63,614			63,614
	Receivable from Officers, Employees, Affiliates			0			0
	Inventory			0			0
	Other Current Assets :(List)			0			0
				0			0
		Total Current Assets	$	63,614		$	63,614
Fixed Assets:
	Land		$	0		$	0
	Building			0			0
	Equipment, Furniture and Fixtures			0			0
		Total Fixed Assets		0			0
	Less:  Accumulated Depreciation		(	0	)	(	0	)
		Net Fixed Assets	$	0		$	0
	Other Assets (List):			0			0
				0			0
		TOTAL ASSETS	$	63,614		$	63,614
LIABILITIES
	Post-petition Accounts Payable (from Form 2-E)		$	0		$	0
	Post-petition Accrued Profesional Fees (from Form 2-E)			0			0
	Post-petition Taxes Payable (from Form 2-E)			0			0
	Post-petition Notes Payable			0			0
	Other Post-petition Payable(List):			0			0
				0			0
		Total Post Petition Liabilities	$	0		$	0
Pre Petition Liabilities:
	Secured Debt - Western Petroleum Company			1,827,164			1,827,164
	Unsecured Debt			831,211			831,211
		Total Pre Petition Liabilities	$	2,658,375		$	2,658,375
		TOTAL LIABILITIES	$	2,658,375		$	2,658,375
OWNERS' EQUITY
	Owner's/Stockholder's Equity		$	0		$	0
	Retained Earnings - Prepetition			(2,594,761)			(2,594,761)
	Retained Earnings - Post-petition			0			0
		TOTAL OWNERS' EQUITY	$	(2,594,761)		$	(2,594,761)
		TOTAL LIABILITIES AND OWNERS' EQUITY	$	63,614		$	63,614

(1)  Petition date values are taken from the Debtor's balance sheet as of the petition date or are the values	Page 1 of 1
listed on the Debtor's schedules.

DEBTOR: DPTS Marketing LLC CASE NO: 16-43717

Form 2-D

PROFIT AND LOSS STATEMENT

For Period:12/20/16 to12/31/16

				Current			Accumulated
				Month			Total (1)
Gross Operating Revenue			$	0		$	0
Less:  Discounts, Returns and Allowances			(	0	)	(	0	)
		Net Operating Revenue	$	0		$	0
Cost of Goods Sold				0			0
		Gross Profit	$	0		$	0
Operating Expenses
	Officer Compensation		$	0		$	0
	Selling, General and Administrative			0			0
	Rents and Leases			0			0
	Depreciation, Depletion and Amortization			0			0
	Other (list):			0			0
				0			0
	Total Operating Expenses		$	0		$	0
		Operating Income (Loss)	$	0		$	0
Non-Operating Income and Expenses
	Other Non-Operating Expenses		$	0		$	0
	Gains (Losses) on Sale of Assets			0			0
	Interest Income			0			0
	Interest Expense			0			0
	Other Non-Operating Income			0			0
	Net Non-Operating Income or (Expenses)		$	0		$	0
Reorganization Expenses
	Legal and Professional Fees		$	0		$	0
	Other Reorganization Expense			0			0
	Total Reorganization Expenses		$	0		$	0
		Net Income (Loss) Before Income Taxes	$	0		$	0
Federal and State Income Tax Expense (Benefit)				0			0
		NET INCOME (LOSS)	$	0		$	0

(1)  Accumulated Totals include all revenue and expenses since the petition date.
	Page 1 of 1

DEBTOR: DPTS Marketing LLC CASE NO: 16-43717

Form 2-E

SUPPORTING SCHEDULES

For Period:12/20/16 to12/31/16

	POST PETITION TAXES PAYABLE SCHEDULE
			Beginning		Amount		Amount	Date	Check		Ending
			Balance (1)		Accrued		Paid	Paid	Number		Balance
Income Tax Withheld:
	Federal	$	0	$	0	$	0			$	0
	State		0		0		0				0
FICA Tax Withheld			0		0		0				0
Employer's FICA Tax			0		0		0				0
Unemployment Tax
	Federal		0		0		0				0
	State		0		0		0				0
Sales, Use &
	Excise Taxes		0		0		0				0
Property Taxes			0		0		0				0
Accrued Income Tax:
	Federal		0		0		0				0
	State		0		0		0				0
	Other:		0		0		0				0
TOTALS		$	0	$	0	$	0			$	0

(1)  For first report, Beginning Balance will be $0; thereafter, Beginning Balance will be Ending Balance from prior report.

	INSURANCE SCHEDULE
							Premium
		Carrier			Amount of	Expiration	Paid
					Coverage	Date	Through
Workers' Compensation			Various	$	12,500,000	3/23/17	1/31/17
General Liability			Various	$	50,000,000	7/30/17	1/31/17
Property (Fire, Theft)			Various	$	46,413,035	12/10/17	1/31/17
Vehicle			Security National	$	1,000,000	12/10/17	1/31/17
Pollution			Berkley-Nautilus	$	10,000,000	5/11/17	1/31/17
D&O			Various	$	20,000,000	9/19/19	9/19/19

Page 1 of 2

DEBTOR: DPTS Marketing LLC         CASE NO: 16-43717

Form 2-E

SUPPORTING SCHEDULES

For Period:12/20/16 to12/31/16

ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING
		Accounts		Post Petition
Due		Receivable		Accounts Payable
Under 30 days	$	0	$	0
30 to 60 days		0		0
61 to 90 days		0		0
91 to 120 days		0		0
Over 120 days		0		0
Total Post Petition		0
Pre Petition Amounts		63,614
Total Accounts Receivable	$	63,614
Less:  Bad Debt Reserve		0
Net Accounts Receivable (to Form 2-C)	$	63,614
		Total Post Petition
		Accounts Payable	$	0

* Attach a detail listing of accounts receivable and post-petition accounts payable

SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS
		Month-end		Current		Paid in
		Retainer		Month's		Current	Date of		Month-end
		Balance		Accrual		Month	Court Approval		Balance Due *
Debtor's Counsel	$	0	$	0	$	0		$	0
Senior Secured Lender
Counsel		0		0		0			0
Counsel for Unsecured
Creditors' Committee		0		0		0			0
Trustee's Counsel		0		0		0			0
Accountant		0		0		0			0
Other:		0		0		0			0
Total	$	0	$	0	$	0		$	0
*Balance due to include fees and expenses incurred but not yet paid.

SCHEDULE OF PAYMENTS AND TRANSFERS TO PRINCIPALS/EXECUTIVES**
Payee Name	Position	Nature of Payment	Amount
			$

**List payments and transfers of any kind and in any form made to or for the benefit of any proprietor, owner,
partner, shareholder, officer or director.	Page 2 of 2

DPTS Marketing LLC AR Aging (Pre-Petition)
Customer	Under 30 days	30 to 60 days	61 to 90 days	91 to 120 days	Over 120 days	Total
4 Customers					63,614	63,614
Total	0	0	0	0	63,614	63,614

DEBTOR: DPTS Marketing LLC CASE NO: 16-43717

Form 2-F

QUARTERLY FEE SUMMARY *

For the Month Ended: 12/31/16

				Cash		Quarterly		Date
Month		Year		Disbursements **		Fee Due	Check No.	Paid
January		2016	$	0
February		2016		0
March		2016	��	0
	TOTAL 1st Quarter		$	0	$
April		2016	$	0
May		2016		0
June		2016		0
	TOTAL 2nd Quarter		$	0	$
July		2016	$	0
August		2016		0
September		2016		0
	TOTAL 3rd Quarter		$	0	$
October		2016	$	0
November		2016		0
December		2016		0
	TOTAL 4th Quarter		$	0	$	325	1761	1/20/17

FEE SCHEDULE
Quarterly Disbursements	Fee	Quarterly Disbursements	Fee
$0 to $14,999	$325	$1,000,000 to $1,999,999	$6,500
$15,000 to $74,999	$650	$2,000,000 to $2,999,999	$9,750
$75,000 to $149,999	$975	$3,000,000 to $4,999,999	$10,400
$150,000 to $224,999	$1,625	$5,000,000 to $14,999,999	$13,000
$225,000 to $299,999	$1,950	$15,000,000 to $29,999,999	$20,000
$300,000 to $999,999	$4,875	$30,000,000 or more	$30,000

*	This summary is to reflect the current calendar year's information cumulative to the end of the reporting period
**	Should agree with line 3, Form 2-B.  Disbursements are net of transfers to other debtor in possession bank accounts
Failure to pay the quarterly fee is cause for conversion or dismissal of the chapter 11 case. [11 U.S.C. Sec. 1112(b)(10)]
		Page 1 of 1

DEBTOR: DPTS Marketing LLC CASE NO: 16-43717

Form 2-G

NARRATIVE

For Period Ending 12/31/16

Please provide a brief description of any significant business and legal actions taken by the debtor, its creditors, or the court during the reporting period, any unusual or non-recurring accounting transactions that are reported in the financial statements, and any significant changes in the financial condition of the debtor which have occurred subsequent to the report date.

DPTS Marketing LLC is a wholly-owned, subsidiary of Dakota Plains Holdings, Inc. (the "Parent Company").  The results of operations for periods beginning after the December 20, 2016 petition date are reported on a consolidation basis with those of the Parent Company.  There were no significant business or legal actions taken by the debtor, its creditors, or the court during the reporting period. There are no significant changes in the financial condition of the debtor which have ocurred subsequent to the report date. There were no unusual or non-recurring accounting transactions that are reported in the financial statements.

Page 1 of 1

DEBTOR:

Dakota Plains Transloading, LLC

MONTHLY OPERATING REPORT

CHAPTER 11

CASE NUMBER:

16-43712

Form 2-A

COVER SHEET

For Period Ending 12/31/16

Accounting Method:

X

Accrual Basis

Cash Basis

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH

Debtor must attach each of the following reports/documents unless the U. S. Trustee

Mark One Box for Each

has waived the requirement in writing.  Submit the original Monthly Operating Report

Required Document:

bearing an original signature, to the U. S. Trustee.  A copy of the Report must be

filed with the Clerk of Court.  11 U.S.C. § 704(8)

Report/Document

Previously

Attached

Waived

REQUIRED REPORTS/DOCUMENTS

X

1.

Cash Receipts and Disbursements Statement (Form 2-B)

X

2.

Balance Sheet (Form 2-C)

X

3.

Profit and Loss Statement (Form 2-D)

X

4.

Supporting Schedules (Form 2-E)

X

5.

Quarterly Fee Summary (Form 2-F)

X

6.

Narrative (Form 2-G)

N/A

7.

Bank Statements for All Bank Accounts

N/A

8.

Bank Statement Reconciliations for all Bank Accounts

I declare under penalty of perjury that the following Monthly Operating Report, and any attachments thereto are true, accurate and correct to the best of my knowledge and belief.

Executed on:

1/20/17

Print Name:

Martin J Beskow

Signature:

Title:

Chief Financial Officer

DEBTOR:		Dakota Plains Transloading, LLC				CASE NO:	16-43712
	Form 2-B
	CASH RECEIPTS AND DISBURSEMENTS STATEMENT
			For Period:	12/20/16	to	12/31/16

CASH FLOW SUMMARY					Current
					Month			Accumulated
1.	Beginning Cash Balance			$	0	(1)	$	0	(1)
2.	Cash Receipts
		Operations			0			0
		Sale of Assets			0			0
		DIP Financing / Advances			0			0
		Other			0			0
		Total Cash Receipts		$	0		$	0
3.	Cash Disbursements
		Operations			0			0
		DIP Financing Payments			0			0
		Professional Fees / U.S. Trustee Fees			0			0
		Other			0			0
		Total Cash Disbursements		$	0		$	0
4.	Net Cash Flow (Total Cash Receipts less
		Total Cash Disbursements)			0			0
5	Ending Cash Balance (to Form 2-C)			$	0	(2)	$	0	(2)
CASH BALANCE SUMMARY								Book
			Financial Institution					Balance
	Petty Cash			N/A			$	0
	DIP Operating Account			N/A				0
	DIP State Tax Account			N/A				0
	DIP Payroll Account			N/A				0
	Other Operating Account			N/A				0
	Other Interest-bearing Account			N/A				0
	TOTAL (must agree with Ending Cash Balance above)						$	0	(2)

(1)  Accumulated beginning cash balance is the cash available at the commencement of the case.
	Current month beginning cash balance should equal the previous month's ending balance.	Page 1 of 3

(2)  All cash balances should be the same.

DEBTOR:       Dakota Plains Transloading, LLC					CASE NO:	16-43712
	Form 2-B
	CASH RECEIPTS AND DISBURSEMENTS STATEMENT
		For Period:	12/20/16	to	12/31/16
CASH RECEIPTS DETAIL		Account: N/A
(attach additional sheets as necessary)

Date	Payer	Description		Amount
12/31/16	None		$	0
	Total Operations Cash Receipts		$	0
12/31/16	None		$	0
	Total Sale of Assets		$	0
12/31/16	None		$	0
	Total DIP Financing / Advances		$	0
12/31/16	None		$	0
	Total Other Receipts		$	0
		Total Cash Receipts	$	0	(1)

(1)  Total for all accounts should agree with total cash receipts listed on Form 2-B, page 1 Page 2 of 3

DEBTOR:	Dakota Plains Transloading, LLC					CASE NO:	16-43712
Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT
		For Period:	12/20/16	to	12/31/16
CASH DISBURSEMENTS DETAIL				Account: N/A
(attach additional sheets as necessary)

Date	Check No.	Payee	Description (Purpose)		Amount
12/31/16		None			0
		Total Operations Cash Disbursements		$	0
12/31/16		None		$	0
		Total DIP Financing Payments		$	0
12/31/16		None		$	0
		Total Professional Fees / U.S. Trustee Fees		$	0
12/31/16		None			0
		Total Other Cash Disbursements		$	0
			Total Cash Disbursements	$	0	(1)

(1)  Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1 Page 3 of 3

DEBTOR:	Dakota Plains Transloading, LLC			CASE NO:	16-43712
Form 2-C
COMPARATIVE BALANCE SHEET
		For Period Ended:	12/31/16

				Current			Petition
ASSETS				Month			Date (1)
Current Assets:
	Cash (from Form 2-B, line 5)		$	0		$	0
	Accounts Receivable (from Form 2-E)			0			0
	Receivable from Officers, Employees, Affiliates			0			0
	Inventory			0			0
	Other Current Assets :(List)			0			0
				0			0
		Total Current Assets	$	0		$	0
Fixed Assets:
	Land		$	0		$	0
	Building			0			0
	Equipment, Furniture and Fixtures			0			0
		Total Fixed Assets		0			0
	Less:  Accumulated Depreciation		(	0	)	(	0	)
		Net Fixed Assets	$	0		$	0
	Other Assets (List):			0			0
				0			0
		TOTAL ASSETS	$	0		$	0
LIABILITIES
	Post-petition Accounts Payable (from Form 2-E)		$	0		$	0
	Post-petition Accrued Profesional Fees (from Form 2-E)			0			0
	Post-petition Taxes Payable (from Form 2-E)			0			0
	Post-petition Notes Payable			0			0
	Other Post-petition Payable(List):			0			0
				0			0
		Total Post Petition Liabilities	$	0		$	0
Pre Petition Liabilities:
	Secured Debt - Western Petroleum Company			0			0
	Unsecured Debt			0			0
		Total Pre Petition Liabilities	$	0		$	0
		TOTAL LIABILITIES	$	0		$	0
OWNERS' EQUITY
	Owner's/Stockholder's Equity		$	0		$	0
	Retained Earnings - Prepetition			0			0
	Retained Earnings - Post-petition			0			0
		TOTAL OWNERS' EQUITY	$	0		$	0
		TOTAL LIABILITIES AND OWNERS' EQUITY	$	0		$	0

(1)  Petition date values are taken from the Debtor's balance sheet as of the petition date or are the values	Page 1 of 1
listed on the Debtor's schedules.

DEBTOR:	Dakota Plains Transloading, LLC					CASE NO:	16-43712
Form 2-D
PROFIT AND LOSS STATEMENT
		For Period:	12/20/16	to	12/31/16

				Current			Accumulated
				Month			Total (1)
Gross Operating Revenue			$	0		$	0
Less:  Discounts, Returns and Allowances			(	0	)	(	0	)
		Net Operating Revenue	$	0		$	0
Cost of Goods Sold				0			0
		Gross Profit	$	0		$	0
Operating Expenses
	Officer Compensation		$	0		$	0
	Selling, General and Administrative			0			0
	Rents and Leases			0			0
	Depreciation, Depletion and Amortization			0			0
	Other (list):			0			0
				0			0
	Total Operating Expenses		$	0		$	0
		Operating Income (Loss)	$	0		$	0
Non-Operating Income and Expenses
	Other Non-Operating Expenses		$	0		$	0
	Gains (Losses) on Sale of Assets			0			0
	Interest Income			0			0
	Interest Expense			0			0
	Other Non-Operating Income			0			0
	Net Non-Operating Income or (Expenses)		$	0		$	0
Reorganization Expenses
	Legal and Professional Fees		$	0		$	0
	Other Reorganization Expense			0			0
	Total Reorganization Expenses		$	0		$	0
		Net Income (Loss) Before Income Taxes	$	0		$	0
Federal and State Income Tax Expense (Benefit)				0			0
		NET INCOME (LOSS)	$	0		$	0

(1)  Accumulated Totals include all revenue and expenses since the petition date.
	Page 1 of 1

DEBTOR:		Dakota Plains Transloading, LLC					CASE NO:	16-43712
Form 2-E
SUPPORTING SCHEDULES
			For Period:	12/20/16	to	12/31/16
	POST PETITION TAXES PAYABLE SCHEDULE

			Beginning		Amount		Amount	Date	Check		Ending
			Balance (1)		Accrued		Paid	Paid	Number		Balance
Income Tax Withheld:
	Federal	$	0	$	0	$	0			$	0
	State		0		0		0				0
FICA Tax Withheld			0		0		0				0
Employer's FICA Tax			0		0		0				0
Unemployment Tax
	Federal		0		0		0				0
	State		0		0		0				0
Sales, Use &
	Excise Taxes		0		0		0				0
Property Taxes			0		0		0				0
Accrued Income Tax:
	Federal		0		0		0				0
	State		0		0		0				0
	Other:		0		0		0				0
TOTALS		$	0	$	0	$	0			$	0

(1)  For first report, Beginning Balance will be $0; thereafter, Beginning Balance will be Ending Balance from prior report.
	INSURANCE SCHEDULE

						Premium
	Carrier			Amount of	Expiration	Paid
				Coverage	Date	Through
Workers' Compensation		Various	$	12,500,000	3/23/17	1/31/17
General Liability		Various	$	50,000,000	7/30/17	1/31/17
Property (Fire, Theft)		Various	$	46,413,035	12/10/17	1/31/17
Vehicle		Security National	$	1,000,000	12/10/17	1/31/17
Pollution		Berkley-Nautilus	$	10,000,000	5/11/17	1/31/17
D&O		Various	$	20,000,000	9/19/19	9/19/19

Page 1 of 2

DEBTOR:	Dakota Plains Transloading, LLC				CASE NO:	16-43712
Form 2-E
SUPPORTING SCHEDULES
		For Period:	12/20/16	to	12/31/16
ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING

		Accounts		Post Petition
Due		Receivable		Accounts Payable
Under 30 days	$	0	$	0
30 to 60 days		0		0
61 to 90 days		0		0
91 to 120 days		0		0
Over 120 days		0		0
Total Post Petition		0
Pre Petition Amounts		0
Total Accounts Receivable	$	0
Less:  Bad Debt Reserve		0
Net Accounts Receivable (to Form 2-C)	$	0
		Total Post Petition
		Accounts Payable	$	0

* Attach a detail listing of accounts receivable and post-petition accounts payable

SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS

			Month-end		Current		Paid in
			Retainer		Month's		Current	Date of		Month-end
			Balance		Accrual		Month	Court Approval		Balance Due *
Debtor's Counsel		$	0	$	0	$	0		$	0
Senior Secured Lender
	Counsel		0		0		0			0
Counsel for Unsecured
	Creditors' Committee		0		0		0			0
Trustee's Counsel			0		0		0			0
Accountant			0		0		0			0
Other:			0		0		0			0
Total		$	0	$	0	$	0		$	0
*Balance due to include fees and expenses incurred but not yet paid.

SCHEDULE OF PAYMENTS AND TRANSFERS TO PRINCIPALS/EXECUTIVES**

Payee Name	Position	Nature of Payment	Amount
			$

**List payments and transfers of any kind and in any form made to or for the benefit of any proprietor, owner,
partner, shareholder, officer or director.	Page 2 of 2

DEBTOR:	Dakota Plains Transloading, LLC			CASE NO:	16-43712
Form 2-F
QUARTERLY FEE SUMMARY *
		For the Month Ended:	12/31/16

				Cash		Quarterly		Date
Month		Year		Disbursements **		Fee Due	Check No.	Paid
January		2016	$	0
February		2016		0
March		2016		0
	TOTAL 1st Quarter		$	0	$
April		2016	$	0
May		2016		0
June		2016		0
	TOTAL 2nd Quarter		$	0	$
July		2016	$	0
August		2016		0
September		2016		0
	TOTAL 3rd Quarter		$	0	$
October		2016	$	0
November		2016		0
December		2016		0
	TOTAL 4th Quarter		$	0	$	325	1762	1/20/17

FEE SCHEDULE
Quarterly Disbursements	Fee	Quarterly Disbursements	Fee
$0 to $14,999	$325	$1,000,000 to $1,999,999	$6,500
$15,000 to $74,999	$650	$2,000,000 to $2,999,999	$9,750
$75,000 to $149,999	$975	$3,000,000 to $4,999,999	$10,400
$150,000 to $224,999	$1,625	$5,000,000 to $14,999,999	$13,000
$225,000 to $299,999	$1,950	$15,000,000 to $29,999,999	$20,000
$300,000 to $999,999	$4,875	$30,000,000 or more	$30,000

*	This summary is to reflect the current calendar year's information cumulative to the end of the reporting period
**	Should agree with line 3, Form 2-B.  Disbursements are net of transfers to other debtor in possession bank accounts

Failure to pay the quarterly fee is cause for conversion or dismissal of the chapter 11 case. [11 U.S.C. Sec. 1112(b)(10)]

Page 1 of 1

DEBTOR:	Dakota Plains Transloading, LLC			CASE NO:	16-43712
Form 2-G
NARRATIVE
		For Period Ending	12/31/16
Please provide a brief description of any significant business and legal actions taken by the debtor, its creditors, or the court during the reporting period, any unusual or non-recurring accounting transactions that are reported in the financial statements, and any significant changes in the financial condition of the debtor which have occurred subsequent to the report date.

Dakota Plains Transloading, LLC is a wholly-owned, subsidiary of Dakota Plains Holdings, Inc. (the "Parent Company").  The results of operations for periods beginning after the December 20, 2016 petition date are reported on a consolidation basis with those of the Parent Company.  There were no significant business or legal actions taken by the debtor, its creditors, or the court during the reporting period. There are no significant changes in the financial condition of the debtor which have ocurred subsequent to the report date. There were no unusual or non-recurring accounting transactions that are reported in the financial statements.

Page 1 of 1

DEBTOR:

Dakota Plains Sand, LLC

MONTHLY OPERATING REPORT

CHAPTER 11

CASE NUMBER:

16-43715

Form 2-A

COVER SHEET

For Period Ending 12/31/16

Accounting Method:

X

Accrual Basis

Cash Basis

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH

Debtor must attach each of the following reports/documents unless the U. S. Trustee

Mark One Box for Each

has waived the requirement in writing.  Submit the original Monthly Operating Report

Required Document:

bearing an original signature, to the U. S. Trustee.  A copy of the Report must be

filed with the Clerk of Court.  11 U.S.C. § 704(8)

Report/Document

Previously

Attached

Waived

REQUIRED REPORTS/DOCUMENTS

X

1.

Cash Receipts and Disbursements Statement (Form 2-B)

X

2.

Balance Sheet (Form 2-C)

X

3.

Profit and Loss Statement (Form 2-D)

X

4.

Supporting Schedules (Form 2-E)

X

5.

Quarterly Fee Summary (Form 2-F)

X

6.

Narrative (Form 2-G)

N/A

7.

Bank Statements for All Bank Accounts

N/A

8.

Bank Statement Reconciliations for all Bank Accounts

I declare under penalty of perjury that the following Monthly Operating Report, and any attachments thereto are true, accurate and correct to the best of my knowledge and belief.

Executed on:

1/20/17

Print Name:

Martin J Beskow

Signature:

Title:

Chief Financial Officer

DEBTOR:   Dakota Plains Sand, LLC							CASE NO:			16-43715
	Form 2-B
	CASH RECEIPTS AND DISBURSEMENTS STATEMENT
			For Period:		12/20/16	to	12/31/16
CASH FLOW SUMMARY							Current
							Month			Accumulated
1.	Beginning Cash Balance					$	0	(1)	$	0	(1)
2.	Cash Receipts
		Operations					0			0
		Sale of Assets					0			0
		DIP Financing / Advances					0			0
		Other					0			0
		Total Cash Receipts				$	0		$	0
3.	Cash Disbursements
		Operations					0			0
		DIP Financing Payments					0			0
		Professional Fees / U.S. Trustee Fees					0			0
		Other					0			0
		Total Cash Disbursements				$	0		$	0
4.	Net Cash Flow (Total Cash Receipts less
		Total Cash Disbursements)					0			0
5	Ending Cash Balance (to Form 2-C)					$	0	(2)	$	0	(2)
CASH BALANCE SUMMARY										Book
				Financial Institution						Balance
	Petty Cash					N/A			$	0
	DIP Operating Account					N/A				0
	DIP State Tax Account					N/A				0
	DIP Payroll Account					N/A				0
	Other Operating Account					N/A				0
	Other Interest-bearing Account					N/A				0
	TOTAL (must agree with Ending Cash Balance above)								$	0	(2)
(1)  Accumulated beginning cash balance is the cash available at the commencement of the case.
Current month beginning cash balance should equal the previous month's ending balance.											Page 1 of 3
(2)  All cash balances should be the same.

DEBTOR:    Dakota Plains Sand, LLC							CASE NO:		16-43715
	Form 2-B
	CASH RECEIPTS AND DISBURSEMENTS STATEMENT
			For Period:		12/20/16	to	12/31/16
CASH RECEIPTS DETAIL				Account: N/A
(attach additional sheets as necessary)
	Date	Payer			Description				Amount
	12/31/16	None						$	0
		Total Operations Cash Receipts						$	0
	12/31/16	None						$	0
		Total Sale of Assets						$	0
	12/31/16	None						$	0
		Total DIP Financing / Advances						$	0
	12/31/16	None						$	0
		Total Other Receipts						$	0
					Total Cash Receipts			$	0	(1)
(1)  Total for all accounts should agree with total cash receipts listed on Form 2-B, page 1									Page 2 of 3

DEBTOR:   Dakota Plains Sand, LLC							CASE NO:		16-43715
Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT
			For Period:	12/20/16	to	12/31/16
CASH DISBURSEMENTS DETAIL					Account: N/A
(attach additional sheets as necessary)
	Date	Check No.	Payee			Description (Purpose)			Amount
	12/31/16		None						0
			Total Operations Cash Disbursements					$	0
	12/31/16		None					$	0
			Total DIP Financing Payments					$	0
	12/31/16		None					$	0
			Total Professional Fees / U.S. Trustee Fees					$	0
	12/31/16		None						0
			Total Other Cash Disbursements					$	0
						Total Cash Disbursements		$	0	(1)
(1)  Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1									Page 3 of 3

DEBTOR:     Dakota Plains Sand, LLC					CASE NO:				16-43715
Form 2-C
COMPARATIVE BALANCE SHEET
			For Period Ended:	12/31/16
						Current			Petition
ASSETS						Month			Date (1)
Current Assets:
	Cash (from Form 2-B, line 5)				$	0		$	0
	Accounts Receivable (from Form 2-E)					0			0
	Receivable from Officers, Employees, Affiliates					0			0
	Inventory					0			0
	Other Current Assets :(List)					0			0
						0			0
		Total Current Assets			$	0		$	0
Fixed Assets:
	Land				$	0		$	0
	Building					0			0
	Equipment, Furniture and Fixtures					0			0
		Total Fixed Assets				0			0
	Less:  Accumulated Depreciation				(	0	)	(	0	)
		Net Fixed Assets			$	0		$	0
	Other Assets (List):					0			0
						0			0
		TOTAL ASSETS			$	0		$	0
LIABILITIES
	Post-petition Accounts Payable (from Form 2-E)				$	0		$	0
	Post-petition Accrued Profesional Fees (from Form 2-E)					0			0
	Post-petition Taxes Payable (from Form 2-E)					0			0
	Post-petition Notes Payable					0			0
	Other Post-petition Payable(List):					0			0
						0			0
		Total Post Petition Liabilities			$	0		$	0
Pre Petition Liabilities:
	Secured Debt - Western Petroleum Company					0			0
	Unsecured Debt					0			0
		Total Pre Petition Liabilities			$	0		$	0
		TOTAL LIABILITIES			$	0		$	0
OWNERS' EQUITY
	Owner's/Stockholder's Equity				$	0		$	0
	Retained Earnings - Prepetition					0			0
	Retained Earnings - Post-petition					0			0
		TOTAL OWNERS' EQUITY			$	0		$	0
		TOTAL LIABILITIES AND OWNERS' EQUITY			$	0		$	0
(1)  Petition date values are taken from the Debtor's balance sheet as of the petition date or are the values									Page 1 of 1
listed on the Debtor's schedules.

DEBTOR:     Dakota Plains Sand, LLC								CASE NO:		16-43715
Form 2-D
PROFIT AND LOSS STATEMENT
			For Period:	12/20/16	to	12/31/16
						Current				Accumulated
						Month				Total (1)
Gross Operating Revenue					$	0			$	0
Less:  Discounts, Returns and Allowances					(	0	)		(	0	)
		Net Operating Revenue			$	0			$	0
Cost of Goods Sold						0				0
		Gross Profit			$	0			$	0
Operating Expenses
	Officer Compensation				$	0			$	0
	Selling, General and Administrative					0				0
	Rents and Leases					0				0
	Depreciation, Depletion and Amortization					0				0
	Other (list):					0				0
						0				0
	Total Operating Expenses				$	0			$	0
		Operating Income (Loss)			$	0			$	0
Non-Operating Income and Expenses
	Other Non-Operating Expenses				$	0			$	0
	Gains (Losses) on Sale of Assets					0				0
	Interest Income					0				0
	Interest Expense					0				0
	Other Non-Operating Income					0				0
	Net Non-Operating Income or (Expenses)				$	0			$	0
Reorganization Expenses
	Legal and Professional Fees				$	0			$	0
	Other Reorganization Expense					0				0
	Total Reorganization Expenses				$	0			$	0
		Net Income (Loss) Before Income Taxes			$	0			$	0
Federal and State Income Tax Expense (Benefit)						0				0
		NET INCOME (LOSS)			$	0			$	0
(1)  Accumulated Totals include all revenue and expenses since the petition date.
										Page 1 of 1

DEBTOR:    Dakota Plains Sand, LLC										CASE NO:		16-43715
Form 2-E
SUPPORTING SCHEDULES
					For Period:		12/20/16	to	12/31/16
	POST PETITION TAXES PAYABLE SCHEDULE
			Beginning		Amount		Amount		Date	Check		Ending
			Balance (1)		Accrued		Paid		Paid	Number		Balance
Income Tax Withheld:
	Federal	$	0	$	0	$	0				$	0
	State		0		0		0					0
FICA Tax Withheld			0		0		0					0
Employer's FICA Tax			0		0		0					0
Unemployment Tax
	Federal		0		0		0					0
	State		0		0		0					0
Sales, Use &
	Excise Taxes		0		0		0					0
Property Taxes			0		0		0					0
Accrued Income Tax:
	Federal		0		0		0					0
	State		0		0		0					0
	Other:		0		0		0					0
TOTALS		$	0	$	0	$	0				$	0
(1)  For first report, Beginning Balance will be $0; thereafter, Beginning Balance will be Ending Balance from prior report.
	INSURANCE SCHEDULE
												Premium
			Carrier						Amount of	Expiration		Paid
									Coverage	Date		Through
Workers' Compensation					Various			$	12,500,000	3/23/17		1/31/17
General Liability					Various			$	50,000,000	7/30/17		1/31/17
Property (Fire, Theft)					Various			$	46,413,035	12/10/17		1/31/17
Vehicle					Security National			$	1,000,000	12/10/17		1/31/17
Pollution					Berkley-Nautilus			$	10,000,000	5/11/17		1/31/17
D&O					Various			$	20,000,000	9/19/19		9/19/19
												Page 1 of 2

DEBTOR:	Dakota Plains Sand, LLC								CASE NO:		16-43715
Form 2-E
SUPPORTING SCHEDULES
					For Period:		12/20/16	to	12/31/16
ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING
									Accounts		Post Petition
Due									Receivable		Accounts Payable
Under 30 days								$	0	$	0
30 to 60 days									0		0
61 to 90 days									0		0
91 to 120 days									0		0
Over 120 days									0		0
Total Post Petition									0
Pre Petition Amounts									0
Total Accounts Receivable								$	0
Less:  Bad Debt Reserve									0
Net Accounts Receivable (to Form 2-C)								$	0
									Total Post Petition
									Accounts Payable	$	0
* Attach a detail listing of accounts receivable and post-petition accounts payable
SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS
			Month-end		Current		Paid in
			Retainer		Month's		Current		Date of		Month-end
			Balance		Accrual		Month		Court Approval		Balance Due *
Debtor's Counsel		$	0	$	0	$	0			$	0
Senior Secured Lender
Counsel			0		0		0				0
Counsel for Unsecured
Creditors' Committee			0		0		0				0
Trustee's Counsel			0		0		0				0
Accountant			0		0		0				0
Other:			0		0		0				0
Total		$	0	$	0	$	0			$	0
*Balance due to include fees and expenses incurred but not yet paid.
SCHEDULE OF PAYMENTS AND TRANSFERS TO PRINCIPALS/EXECUTIVES**
Payee Name			Position				Nature of Payment			Amount
										$
**List payments and transfers of any kind and in any form made to or for the benefit of any proprietor, owner,
partner, shareholder, officer or director.											Page 2 of 2

DEBTOR:     Dakota Plains Sand, LLC							CASE NO:	16-43715
Form 2-F
QUARTERLY FEE SUMMARY *
				For the Month Ended:		12/31/16
				Cash		Quarterly		Date
Month		Year		Disbursements **		Fee Due	Check No.	Paid
January		2016	$	0
February		2016		0
March		2016		0
TOTAL 1st Quarter			$	0	$
April		2016	$	0
May		2016		0
June		2016		0
TOTAL 2nd Quarter			$	0	$
July		2016	$	0
August		2016		0
September		2016		0
TOTAL 3rd Quarter			$	0	$
October		2016	$	0
November		2016		0
December		2016		0
TOTAL 4th Quarter			$	0	$	325	1763	1/20/17
FEE SCHEDULE
Quarterly Disbursements			Fee			Quarterly Disbursements		Fee
$0 to $14,999			$325			$1,000,000 to $1,999,999		$6,500
$15,000 to $74,999			$650			$2,000,000 to $2,999,999		$9,750
$75,000 to $149,999			$975			$3,000,000 to $4,999,999		$10,400
$150,000 to $224,999			$1,625			$5,000,000 to $14,999,999		$13,000
$225,000 to $299,999			$1,950			$15,000,000 to $29,999,999		$20,000
$300,000 to $999,999			$4,875			$30,000,000 or more		$30,000
*	This summary is to reflect the current calendar year's information cumulative to the end of the reporting period
**	Should agree with line 3, Form 2-B.  Disbursements are net of transfers to other debtor in possession bank accounts
Failure to pay the quarterly fee is cause for conversion or dismissal of the chapter 11 case. [11 U.S.C. Sec. 1112(b)(10)]
								Page 1 of 1

DEBTOR:	Dakota Plains Sand, LLC			CASE NO:16-43715
		Form 2-G
		NARRATIVE
		For Period Ending	12/31/16
Please provide a brief description of any significant business and legal actions taken by the debtor, its creditors, or the court during the reporting period, any unusual or non-recurring accounting transactions that are reported in the financial statements, and any significant changes in the financial condition of the debtor which have occurred subsequent to the report date.
Dakota Plains Sand, LLC is a wholly-owned, subsidiary of Dakota Plains Holdings, Inc. (the "Parent Company").  The results of operations for periods beginning after the December 20, 2016 petition date are reported on a consolidation basis with those of the Parent Company.  There were no significant business or legal actions taken by the debtor, its creditors, or the court during the reporting period. There are no significant changes in the financial condition of the debtor which have ocurred subsequent to the report date. There were no unusual or non-recurring accounting transactions that are reported in the financial statements.
					Page 1 of 1

DEBTOR:

Dakota Plains Marketing, LLC

MONTHLY OPERATING REPORT

CHAPTER 11

CASE NUMBER:

16-43716

Form 2-A

COVER SHEET

For Period Ending12/31/16

Accounting Method:

X

Accrual Basis

Cash Basis

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH

Debtor must attach each of the following reports/documents unless the U. S. Trustee

Mark One Box for Each

has waived the requirement in writing.  Submit the original Monthly Operating Report

Required Document:

bearing an original signature, to the U. S. Trustee.  A copy of the Report must be

filed with the Clerk of Court.  11 U.S.C. § 704(8)

Report/Document

Previously

Attached

Waived

REQUIRED REPORTS/DOCUMENTS

X

1.

Cash Receipts and Disbursements Statement (Form 2-B)

X

2.

Balance Sheet (Form 2-C)

X

3.

Profit and Loss Statement (Form 2-D)

X

4.

Supporting Schedules (Form 2-E)

X

5.

Quarterly Fee Summary (Form 2-F)

X

6.

Narrative (Form 2-G)

N/A

7.

Bank Statements for All Bank Accounts

N/A

8.

Bank Statement Reconciliations for all Bank Accounts

I declare under penalty of perjury that the following Monthly Operating Report, and any attachments thereto are true, accurate and correct to the best of my knowledge and belief.

Executed on:

1/20/17

Print Name:

Martin J Beskow

Signature:

Title:

Chief Financial Officer

DEBTOR:			Dakota Plains Marketing, LLC					CASE NO:			16-43716
	Form 2-B
	CASH RECEIPTS AND DISBURSEMENTS STATEMENT
				For Period:		12/20/16	to	12/31/16
CASH FLOW SUMMARY								Current
								Month			Accumulated
1.	Beginning Cash Balance						$	0	(1)	$	0	(1)
2.	Cash Receipts
		Operations						0			0
		Sale of Assets						0			0
		DIP Financing / Advances						0			0
		Other						0			0
		Total Cash Receipts					$	0		$	0
3.	Cash Disbursements
		Operations						0			0
		DIP Financing Payments						0			0
		Professional Fees / U.S. Trustee Fees						0			0
		Other						0			0
		Total Cash Disbursements					$	0		$	0
4.	Net Cash Flow (Total Cash Receipts less
		Total Cash Disbursements)						0			0
5	Ending Cash Balance (to Form 2-C)						$	0	(2)	$	0	(2)
CASH BALANCE SUMMARY											Book
					Financial Institution						Balance
	Petty Cash						N/A			$	0
	DIP Operating Account						N/A				0
	DIP State Tax Account						N/A				0
	DIP Payroll Account						N/A				0
	Other Operating Account						N/A				0
	Other Interest-bearing Account						N/A				0
	TOTAL (must agree with Ending Cash Balance above)									$	0	(2)
(1)  Accumulated beginning cash balance is the cash available at the commencement of the case.
Current month beginning cash balance should equal the previous month's ending balance.												Page 1 of 3
(2)  All cash balances should be the same.

DEBTOR:		Dakota Plains Marketing, LLC						CASE NO:		16-43716
	Form 2-B
	CASH RECEIPTS AND DISBURSEMENTS STATEMENT
				For Period:		12/20/16	to	12/31/16
CASH RECEIPTS DETAIL					Account: N/A
(attach additional sheets as necessary)
	Date		Payer			Description				Amount
	12/31/16		None						$	0
			Total Operations Cash Receipts						$	0
	12/31/16		None						$	0
			Total Sale of Assets						$	0
	12/31/16		None						$	0
			Total DIP Financing / Advances						$	0
	12/31/16		None						$	0
			Total Other Receipts						$	0
						Total Cash Receipts			$	0	(1)
(1)  Total for all accounts should agree with total cash receipts listed on Form 2-B, page 1										Page 2 of 3

DEBTOR:		Dakota Plains Marketing, LLC						CASE NO:		16-43716
Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT
				For Period:	12/20/16	to	12/31/16
CASH DISBURSEMENTS DETAIL						Account: N/A
(attach additional sheets as necessary)
	Date		Check No.	Payee			Description (Purpose)			Amount
	12/31/16			None						0
				Total Operations Cash Disbursements					$	0
	12/31/16			None					$	0
				Total DIP Financing Payments					$	0
	12/31/16			None					$	0
				Total Professional Fees / U.S. Trustee Fees					$	0
	12/31/16			None						0
				Total Other Cash Disbursements					$	0
							Total Cash Disbursements		$	0	(1)
(1)  Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1										Page 3 of 3

DEBTOR:			Dakota Plains Marketing, LLC			CASE NO:				16-43716
Form 2-C
COMPARATIVE BALANCE SHEET
				For Period Ended:	12/31/16
							Current			Petition
ASSETS							Month			Date (1)
Current Assets:
	Cash (from Form 2-B, line 5)					$	0		$	0
	Accounts Receivable (from Form 2-E)						0			0
	Receivable from Officers, Employees, Affiliates						0			0
	Inventory						0			0
	Other Current Assets :(List)						0			0
							0			0
		Total Current Assets				$	0		$	0
Fixed Assets:
	Land					$	0		$	0
	Building						0			0
	Equipment, Furniture and Fixtures						0			0
		Total Fixed Assets					0			0
	Less:  Accumulated Depreciation					(	0	)	(	0	)
		Net Fixed Assets				$	0		$	0
	Other Assets (List):						0			0
							0			0
		TOTAL ASSETS				$	0		$	0
LIABILITIES
	Post-petition Accounts Payable (from Form 2-E)					$	0		$	0
	Post-petition Accrued Profesional Fees (from Form 2-E)						0			0
	Post-petition Taxes Payable (from Form 2-E)						0			0
	Post-petition Notes Payable						0			0
	Other Post-petition Payable(List):						0			0
							0			0
		TOTAL LIABILITIES AND OWNERS' EQUITY				$	0		$	0
(1)  Petition date values are taken from the Debtor's balance sheet as of the petition date or are the values										Page 1 of 1
listed on the Debtor's schedules.

DEBTOR:			Dakota Plains Marketing, LLC						CASE NO:		16-43716
Form 2-D
PROFIT AND LOSS STATEMENT
				For Period:	12/20/16	to	12/31/16
							Current				Accumulated
							Month				Total (1)
Gross Operating Revenue						$	0			$	0
Less:  Discounts, Returns and Allowances						(	0	)		(	0	)
		Net Operating Revenue				$	0			$	0
Cost of Goods Sold							0				0
		Gross Profit				$	0			$	0
Operating Expenses
	Officer Compensation					$	0			$	0
	Selling, General and Administrative						0				0
	Rents and Leases						0				0
	Depreciation, Depletion and Amortization						0				0
	Other (list):						0				0
							0				0
	Total Operating Expenses					$	0			$	0
		Operating Income (Loss)				$	0			$	0
Non-Operating Income and Expenses
	Other Non-Operating Expenses					$	0			$	0
	Gains (Losses) on Sale of Assets						0				0
	Interest Income						0				0
	Interest Expense						0				0
	Other Non-Operating Income						0				0
	Net Non-Operating Income or (Expenses)					$	0			$	0
Reorganization Expenses
	Legal and Professional Fees					$	0			$	0
	Other Reorganization Expense						0				0
	Total Recorganization Expenses					$	0			$	0

DEBTOR:		Dakota Plains Marketing, LLC									CASE NO:		16-43716
Form 2-E
SUPPORTING SCHEDULES
						For Period:		12/20/16	to	12/31/16
	POST PETITION TAXES PAYABLE SCHEDULE
				Beginning		Amount		Amount		Date	Check		Ending
				Balance (1)		Accrued		Paid		Paid	Number		Balance
Income Tax Withheld:
	Federal		$	0	$	0	$	0				$	0
	State			0		0		0					0
FICA Tax Withheld				0		0		0					0
Employer's FICA Tax				0		0		0					0
Unemployment Tax
	Federal			0		0		0					0
	State			0		0		0					0
Sales, Use &
	Excise Taxes			0		0		0					0
Property Taxes				0		0		0					0
Accrued Income Tax:
	Federal			0		0		0					0
	State			0		0		0					0
	Other:			0		0		0					0
TOTALS			$	0	$	0	$	0				$	0
(1)  For first report, Beginning Balance will be $0; thereafter, Beginning Balance will be Ending Balance from prior report.
	INSURANCE SCHEDULE
													Premium
				Carrier						Amount of	Expiration		Paid
										Coverage	Date		Through
Workers' Compensation						Various			$	12,500,000	3/23/17		1/31/17
General Liability						Various			$	50,000,000	7/30/17		1/31/17
Property (Fire, Theft)						Various			$	46,413,035	12/10/17		1/31/17
Vehicle						Security National			$	1,000,000	12/10/17		1/31/17
Pollution						Berkley-Nautilus			$	10,000,000	5/11/17		1/31/17
D&O						Various			$	20,000,000	9/19/19		9/19/19
													Page 1 of 2

DEBTOR:		Dakota Plains Marketing, LLC								CASE NO:		16-43716
Form 2-E
SUPPORTING SCHEDULES
						For Period:		12/20/16	to	12/31/16
ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING
										Accounts		Post Petition
Due										Receivable		Accounts Payable
Under 30 days									$	0	$	0
30 to 60 days										0		0
61 to 90 days										0		0
91 to 120 days										0		0
Over 120 days										0		0
Total Post Petition										0
Pre Petition Amounts										0
Total Accounts Receivable									$	0
Less:  Bad Debt Reserve										0
Net Accounts Receivable (to Form 2-C)									$	0
										Total Post Petition
										Accounts Payable	$	0
* Attach a detail listing of accounts receivable and post-petition accounts payable
SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS
				Month-end		Current		Paid in
				Retainer		Month's		Current		Date of		Month-end
				Balance		Accrual		Month		Court Approval		Balance Due *
Debtor's Counsel			$	0	$	0	$	0			$	0
Senior Secured Lender
	Counsel			0		0		0				0
Counsel for Unsecured
	Creditors' Committee			0		0		0				0
Trustee's Counsel				0		0		0				0
Accountant				0		0		0				0
Other:				0		0		0				0
Total			$	0	$	0	$	0			$	0
*Balance due to include fees and expenses incurred but not yet paid.
SCHEDULE OF PAYMENTS AND TRANSFERS TO PRINCIPALS/EXECUTIVES**
Payee Name				Position				Nature of Payment			Amount
											$
**List payments and transfers of any kind and in any form made to or for the benefit of any proprietor, owner,
partner, shareholder, officer or director.												Page 2 of 2

DEBTOR:		Dakota Plains Marketing, LLC					CASE NO:	16-43716
Form 2-F
QUARTERLY FEE SUMMARY *
				For the Month Ended:		12/31/16
				Cash		Quarterly		Date
Month		Year		Disbursements **		Fee Due	Check No.	Paid
January		2016	$	0
February		2016		0
March		2016		0
	TOTAL 1st Quarter		$	0	$
April		2016	$	0
May		2016		0
June		2016		0
	TOTAL 2nd Quarter		$	0	$
July		2016	$	0
August		2016		0
September		2016		0
	TOTAL 3rd Quarter		$	0	$
October		2016	$	0
November		2016		0
December		2016		0
	TOTAL 4th Quarter		$	0	$	325	1764	1/20/17
FEE SCHEDULE
Quarterly Disbursements			Fee			Quarterly Disbursements		Fee
$0 to $14,999			$325			$1,000,000 to $1,999,999		$6,500
$15,000 to $74,999			$650			$2,000,000 to $2,999,999		$9,750
$75,000 to $149,999			$975			$3,000,000 to $4,999,999		$10,400
$150,000 to $224,999			$1,625			$5,000,000 to $14,999,999		$13,000
$225,000 to $299,999			$1,950			$15,000,000 to $29,999,999		$20,000
$300,000 to $999,999			$4,875			$30,000,000 or more		$30,000
*	This summary is to reflect the current calendar year's information cumulative to the end of the reporting period
**	Should agree with line 3, Form 2-B.  Disbursements are net of transfers to other debtor in possession bank accounts
Failure to pay the quarterly fee is cause for conversion or dismissal of the chapter 11 case. [11 U.S.C. Sec. 1112(b)(10)]
								Page 1 of 1

	DEBTOR:	Dakota Plains Marketing, LLC			CASE NO:	16-43716
Form 2-G
NARRATIVE
			For Period Ending	12/31/16
	Please provide a brief description of any significant business and legal actions taken by the debtor, its creditors, or the court during the reporting period, any unusual or non-recurring accounting transactions that are reported in the financial statements, and any significant changes in the financial condition of the debtor which have occurred subsequent to the report date.
	Dakota Plains Marketing, LLC is a wholly-owned, subsidiary of Dakota Plains Holdings, Inc. (the "Parent Company").  The results of operations for periods beginning after the December 20, 2016 petition date are reported on a consolidation basis with those of the Parent Company.  There were no significant business or legal actions taken by the debtor, its creditors, or the court during the reporting period. There are no significant changes in the financial condition of the debtor which have ocurred subsequent to the report date. There were no unusual or non-recurring accounting transactions that are reported in the financial statements.
							Page 1 of 1