Dakota Plains 8-K Other Events

Exhibit 99.1

DEBTOR:	Dakota Plains Holdings, Inc.		MONTHLY OPERATING REPORT
			CHAPTER 11
CASE NUMBER:		16-43711

Form 2-A
COVER SHEET

For Period Ending 1/31/17

Accounting Method:     ☒ Accrual Basis     ☐ Cash Basis

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH
Mark One Box for Each Required Document:	Debtor must attach each of the following reports/documents unless the U. S. Trustee has waived the requirement in writing. Submit the original Monthly Operating Report 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 Attached	Previously Waived	REQUIRED REPORTS/DOCUMENTS
☒	☐	1.	Cash Receipts and Disbursements Statement (Form 2-B)
☒	☐	2.	Balance Sheet (Form 2-C)
☒	☐	3.	Profit and Loss Statement (Form 2-D)
☒	☐	4.	Supporting Schedules (Form 2-E)
☒	☐	5.	Quarterly Fee Summary (Form 2-F)
☒	☐	6.	Narrative (Form 2-G)
☒	☐	7.	Bank Statements for All Bank Accounts
☒	☐	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:	2/21/17	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:	1/1/17	to	1/31/17

CASH FLOW SUMMARY					Current
					Month			Accumulated
1.	Beginning Cash Balance			$	274,054	(1)	$	378,979	(1)
2.	Cash Receipts
		Operations			10,600			10,600
		Sale of Assets			0			0
		DIP Financing / Advances			200,000			200,000
		Account Funding Transfers			578,457			578,457
		Other			3,051			3,051
		Total Cash Receipts		$	792,108		$	792,108
3.	Cash Disbursements
		Operations			307,022			319,869
		DIP Financing Payments			844			844
		Professional Fees / U.S. Trustee Fees			109,047			109,047
		Account Funding Transfers			174,643			266,721
		Other			0			0
		Total Cash Disbursements		$	591,556		$	696,481
4.	Net Cash Flow (Total Cash Receipts less
		Total Cash Disbursements)			200,552			95,627
5	Ending Cash Balance (to Form 2-C)			$	474,606	(2)	$	474,606	(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					460,198
	Other Operating Account		Bank of America - Disbursement - ZBA #6449					0
	Other Operating Account		Wells Fargo - Operating #5118					14,408
	Other Interest-bearing Account		N/A					0
	TOTAL (must agree with Ending Cash Balance above)						$	474,606	(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:	1/1/17	to	1/31/17

CASH RECEIPTS DETAIL	Accounts: #8118, #6449, #5118
(attach additional sheets as necessary)

Date	Payer	Description		Amount
1/9/17	UNIMIN Corporation	Monthly rent of land for sand terminal	$	10,600
	Total Operations Cash Receipts		$	10,600
1/31/17	None		$	0
	Total Sale of Assets		$	0
1/12/17	SunTrust Bank	DIP Financing	$	200,000
	Total DIP Financing / Advances		$	200,000
1/13/17	Bank of America	Account Funding Transfer from #8132	$	200,000
Various	Bank of America	Account Funding Transfer from #8071		378,457
	Total Account Funding Receipts		$	578,457
1/3/17	Northwestern Mutual	Benefit Reimbursement	$	151
1/24/17	CBIZ Insurance Services	Insurance Adjustment Reimbursement		2,899
	Total Other Receipts		$	3,051
		Total Cash Receipts	$	792,108	(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:	1/1/17	to	1/31/17

CASH DISBURSEMENTS DETAIL	Accounts: #8118, #6449, #5118
(attach additional sheets as necessary)

Date		Check No.	Payee	Description (Purpose)		Amount
1/3/17		1754	Boatworks II, LLC	Rent	$	13,013
1/3/17		ACH	Intuit Payroll	Payroll (Bi-weekly)		862
1/3/17		ACH	Health Partners	Employee Benefits		1,946
1/3/17		ACH	IRS	Payroll Taxes		3,373
1/3/17		Wire	Stone Phillips LLC	Director Fees		10,000
1/3/17		Wire	Applied Business Strategy LLC	Director Fees		10,000
1/6/17		ACH	ND Dept. of Human Services	Child Support Withholding		485
1/6/17		ACH	Northwestern Mutual	Employee Benefits		1,424
1/11/17		ACH	Wells Fargo	Bank Fees		499
1/12/17		Wire	Corporation Service Company	Consulting		427
1/12/17		ACH	Intuit Payroll	Payroll (Bi-weekly)		31,102
1/12/17		ACH	Intuit Payroll	Payroll (Monthly)		75,113
1/13/17		ACH	Integra Telecommunications	Telephone		296
1/13/17		ACH	IRS	Payroll Taxes		12,816
1/13/17		ACH	IRS	Payroll Taxes		40,497
1/17/17		ACH	Bank of America	Bank Fees		1,445
1/17/17		ACH	IRS	Payroll Taxes		553
1/17/17		ACH	MN Department of Revenue	Payroll Taxes		3,899
1/17/17		1757	Blue Cross Blue Shield of MN	Employee Benefits		16,956
1/18/17		1755	Goldleaf Partners	Employee Benefits		495
1/19/17		1756	Interwest Transfer Co.	Investor Relations		325
1/20/17		ACH	AFPI Inc.	Investor Relations		205
1/20/17		Wire	Merrill Communications LLC	DataSite		96
1/20/17		ACH	ND Dept. of Human Services	Child Support Withholding		485
1/20/17		Wire	Stone Phillips LLC	Director Expense Reimbursement		1,373
1/23/17		ACH	Mediacom	Internet/Media		441
1/23/17	#	1767	Delta Dental of MN	Employee Benefits		397
1/24/17		1766	Alerus Retirment & Benefits	Employee Benefits		116
1/26/17		Wire	The Nasdaq OMX Group Inc.	Investor Relations		1,930
1/26/17		Wire	Stone Phillips LLC	Director Expense Reimbursement		1,930
1/26/17		ACH	Intuit Payroll	Payroll (Bi-weekly)		35,762
1/26/17		1770	Gary Hagen	Employee Expense Reimbursement		287
1/27/17		ACH	IRS	Payroll Taxes		15,269
1/27/17		1768	BHG, Inc.	Dues & Subscriptions		48
1/31/17		ACH	Health Partners	Employee Benefits		2,117
1/31/17		ACH	Merrill Lynch	401k Employee Contribution		21,044
			Total Operations Cash Disbursements		$	307,022

DEBTOR: Dakota Plains Holdings, Inc. CASE NO: 16-43711

Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT
	For Period:	1/1/17	to	1/31/17

CASH DISBURSEMENTS DETAIL	Accounts: #8118, #6449, #5118
(attach additional sheets as necessary)

Date	Check No.	Payee	Description (Purpose)		Amount
1/31/17	Wire	SunTrust Bank		$	844
		Total DIP Financing Payments		$	844
1/20/17	Wire	Canaccord Genuity	Debtor’s Financial Advisor	$	35,000
1/20/17	Wire	Moore and Van Allen PLLC	Senior Secured Lender Counsel		71,122
1/24/17	1758	U.S. Trustee	Quarterly Fee		325
1/24/17	1759	U.S. Trustee	Quarterly Fee		975
1/24/17	1760	U.S. Trustee	Quarterly Fee		325
1/24/17	1761	U.S. Trustee	Quarterly Fee		325
1/24/17	1762	U.S. Trustee	Quarterly Fee		325
1/24/17	1763	U.S. Trustee	Quarterly Fee		325
1/24/17	1764	U.S. Trustee	Quarterly Fee		325
		Total Professional Fees / U.S. Trustee Fees		$	109,047
Various	Transfer	Bank of America	Account Funding Transfer to #8071	$	174,643
		Total Account Funding Transfers		$	174,643
1/31/17		None		$	0
		Total Other Cash Disbursements		$	0
			Total Cash Disbursements	$	591,556	(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:	1/31/17

					Current			Petition
ASSETS					Month			Date (1)
Current Assets:
	Cash (from Form 2-B, line 5)			$	474,606		$	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		435,540			460,426
			Prepaid Expense		157,768			198,361
		Total Current Assets		$	1,077,562		$	1,047,414
Fixed Assets:
	Land			$	629,789		$	521,415
	Building				455,465			377,089
	Equipment, Furniture and Fixtures				71,201			58,949
		Total Fixed Assets			1,156,455			957,453
	Less:  Accumulated Depreciation			(	193,742	)	(	193,742)
		Net Fixed Assets		$	962,713		$	763,711
	Other Assets (List):		Finance Costs, Net		1,367,768			1,367,768
			Deposits		12,500			12,500
		TOTAL ASSETS		$	3,420,542		$	3,191,393
LIABILITIES
	Post-petition Accounts Payable (from Form 2-E)			$	5,372		$	0
	Post-petition Accrued Profesional Fees (from Form 2-E)				16,917			0
	Post-petition Taxes Payable (from Form 2-E)				21,806			0
	Post-petition Notes Payable				200,000			0
	Other Post-petition Payable(List):				0			0
					0			0
		Total Post Petition Liabilities		$	244,095		$	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				586,036			565,328
		Total Pre Petition Liabilities		$	75,407,021		$	75,386,313
		TOTAL LIABILITIES		$	75,651,116		$	75,386,313
OWNERS’ EQUITY
	Owner’s/Stockholder’s Equity			$	54,892		$	54,892
	Retained Earnings - Prepetition				(71,954,036)			(72,249,812)
	Retained Earnings - Post-petition				(331,430)			0
		TOTAL OWNERS’ EQUITY		$	(72,230,574)		$	(72,194,920)
		TOTAL LIABILITIES AND OWNERS’ EQUITY		$	3,420,542		$	3,191,393

(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: Dakota Plains Holdings, Inc. CASE NO: 16-43711

Form 2-D
PROFIT AND LOSS STATEMENT
	For Period:	1/1/17	to	1/31/17

				Current			Accumulated
				Month			Total (1)
Gross Operating Revenue			$	10,600		$	10,600
Less:  Discounts, Returns and Allowances			(	0	)	(	0	)
		Net Operating Revenue	$	10,600		$	10,600
Cost of Goods Sold				0			0
		Gross Profit	$	10,600		$	10,600
Operating Expenses
	Officer Compensation		$	72,167		$	90,678
	Selling, General and Administrative			404,461			431,879
	Rents and Leases			13,013			17,630
	Depreciation, Depletion and Amortization			0			0
	Other (list):			0			0
				0			0
	Total Operating Expenses		$	489,641		$	540,187
		Operating Income (Loss)	$	(479,041)		$	(529,587)
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			(844)			(844)
	Other Non-Operating Income			199,002			199,002
	Net Non-Operating Income or (Expenses)		$	198,157		$	198,157
Reorganization Expenses
	Legal and Professional Fees		$	0		$	0
	Other Reorganization Expense			0			0
	Total Reorganization Expenses		$	0		$	0
		Net Income (Loss) Before Income Taxes	$	(280,884)		$	(331,430)
Federal and State Income Tax Expense (Benefit)				0			0
		NET INCOME (LOSS)	$	(280,884)		$	(331,430)

(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:	1/1/17	to	1/31/17

	POST PETITION TAXES PAYABLE SCHEDULE
			Beginning		Amount		Amount	Date	Check		Ending
			Balance (1)		Accrued		Paid	Paid	Number		Balance
Income Tax Withheld:
	Federal	$	3,373	$	0	$	3,373			$	0
	State		4,980		1,788		0				6,768
FICA Tax Withheld			0		0		0				0
Employer’s FICA Tax			0		0		0				0
Unemployment Tax
	Federal		84		959		0				1,043
	State		544		13,451		0				13,996
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		$	8,981	$	16,198	$	3,373			$	21,806

(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	2/28/17
General Liability		Various	$	50,000,000	7/30/17	2/28/17
Property (Fire, Theft)		Various	$	46,413,035	12/10/17	2/28/17
Vehicle		Security National	$	1,000,000	12/10/17	2/28/17
Pollution		Berkley-Nautilus	$	10,000,000	5/11/17	2/28/17
D&O		Various	$	20,000,000	3/23/20	3/23/20

Page 1 of 2

DEBTOR: Dakota Plains Holdings, Inc. CASE NO: 16-43711

Form 2-E
SUPPORTING SCHEDULES
	For Period:	1/1/17	to	1/31/17

ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING
		Accounts		Post Petition
Due		Receivable		Accounts Payable
Under 30 days	$	0	$	4,278
30 to 60 days		0		1,094
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	$	5,372

* 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		$	110,000	$	200,000	$	35,000		$	16,917
Senior Secured Lender
	Counsel		0		0		71,122			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		2,925			0
Total		$	110,000	$	200,000	$	109,047		$	16,917

*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
Gabriel Claypool	President, CEO & COO	Monthly Salary	$	29,167
Martin Beskow	CFO	Monthly Salary		23,000
Anna Phillips	Director	Director Fee		10,000
Tom Pratt	Director	Director Fee		10,000
Anna Phillips	Director	Expense Reimbursement		3,303

** 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
AFPI	2,100.00					2,100.00
Corporation Services Company	71.20					71.20
FedEx	45.50					45.50
Interwest	325.00					325.00
Northwestern Mutual	1,423.99					1,423.99
West Unified Communications	312.40					312.40
AIS		1,093.91				1,093.91
Total	4,278.09	1,093.91	0.00	0.00	0.00	5,372.00

DEBTOR: Dakota Plains Holdings, Inc. CASE NO: 16-43711

Form 2-F QUARTERLY FEE SUMMARY *
	For the Month Ended:	1/31/17

				Cash		Quarterly		Date
Month		Year		Disbursements **		Fee Due	Check No.	Paid
January		2017	$	416,913	(1)
February		2017		0
March		2017		0
	TOTAL 1st Quarter		$	416,913	$
April		2017	$	0
May		2017		0
June		2017		0
	TOTAL 2nd Quarter		$	0	$
July		2017	$	0
August		2017		0
September		2017		0
	TOTAL 3rd Quarter		$	0	$
October		2017	$	0
November		2017		0
December		2017		0
	TOTAL 4th Quarter		$	0	$

(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	1/31/17

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 1/31/17

Accounting Method:     ☒ Accrual Basis     ☐ Cash Basis

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH
Mark One Box for Each Required Document:	Debtor must attach each of the following reports/documents unless the U. S. Trustee has waived the requirement in writing. Submit the original Monthly Operating Report 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 Attached	Previously Waived	REQUIRED REPORTS/DOCUMENTS
☒	☐	1.	Cash Receipts and Disbursements Statement (Form 2-B)
☒	☐	2.	Balance Sheet (Form 2-C)
☒	☐	3.	Profit and Loss Statement (Form 2-D)
☒	☐	4.	Supporting Schedules (Form 2-E)
☒	☐	5.	Quarterly Fee Summary (Form 2-F)
☒	☐	6.	Narrative (Form 2-G)
☒	☐	7.	Bank Statements for All Bank Accounts
☒	☐	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:	2/21/17	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:	1/1/17	to	1/31/17

CASH FLOW SUMMARY					Current
					Month			Accumulated
1.	Beginning Cash Balance			$	0	(1)	$	0	(1)
2.	Cash Receipts
		Operations			374,964			374,964
		Sale of Assets			0			0
		DIP Financing / Advances			0			0
		Account Funding Transfers			174,643			266,721
		Other			3,493			3,493
		Total Cash Receipts		$	553,101		$	645,179
3.	Cash Disbursements
		Operations			174,643			266,721
		DIP Financing Payments			0			0
		Professional Fees / U.S. Trustee Fees			0			0
		Account Funding Transfers			378,457			378,457
		Other			0			0
		Total Cash Disbursements		$	553,101		$	645,179
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:	1/1/17	to	1/31/17

CASH RECEIPTS DETAIL			Account: #8071
(attach additional sheets as necessary)
	Date	Payer		Description		Amount
	1/19/17	US Oil		Ancillary Fees	$	59
	1/20/17	Global Companies		Railcar Storage Fees		22,000
	1/20/17	US Oil		Crude Oil Transloading Fees		160,813
	1/20/17	Murex		Ancillary Fees		2,292
	1/20/17	Murex		Crude Oil Transloading Fees		189,801
		Total Operations Cash Receipts			$	374,964
	1/31/17	None			$	0
		Total Sale of Assets			$	0
	1/31/17	None			$	0
		Total DIP Financing / Advances			$	0
	Various	Bank of America		Account Funding Transfer from #8118	$	174,643
		Total Account Funding Receipts			$	174,643
	1/24/17	John Crane, Inc.		Supply Invoice Reimbursement	$	3,493
		Total Other Receipts			$	3,493
				Total Cash Receipts	$	553,101	(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:	1/1/17	to	1/31/17

CASH DISBURSEMENTS DETAIL				Account: #8071
(attach additional sheets as necessary)
	Date	Check No.	Payee		Description (Purpose)		Amount
	1/4/17	1754	Blue Cross Blue Shield of ND		Employee Benefits	$	6,024
	1/5/17	ACH	Prairie Meadows		Employee Rent		1,275
	1/10/17	Wire	First Insurance Funding		Insurance		19,399
	1/11/17	Wire	First Insurance Funding		Insurance		8,008
	1/12/17	Wire	Butler Machinery Company		Supplies		480
	1/12/17	Wire	Northern Plains Rail Services		Signal Inspection		3,550
	1/12/17	Wire	Dearman Systems, Inc.		Software License		5,150
	1/17/17	ACH	Reservation Telephone		Telephone		550
	1/17/17	ACH	Ally Auto		Auto Loan		684
	1/17/17	ACH	United Quality Cooperative		Utilities		2,477
	1/17/17	1758	Big John Portable Toilets		Equipment Rental		1,302
	1/17/17	1760	Culligan Water Conditioning		Office Expense		201
	1/18/17	1759	Hughes Network Systems		Internet/Media		115
	1/19/17	1755	Border States Electric Supply		Supplies (Deposit)		5,000
	1/19/17	1756	Border States Electric Supply		Supplies		1,485
	1/19/17	1757	Border States Electric Supply		Supplies		3,803
	1/20/17	Wire	Butler Machinery Company		Supplies		937
	1/20/17	Wire	AmSpec LLC		Crude Oil Analysis		1,837
	1/20/17	Wire	Salco Products, Inc.		Supplies		5,780
	1/23/17	1762	Verizon Wireless		Telephone		263
	1/24/17	1763	Acme Tools		Supplies		47
	1/25/17	1764	ND Dept. of Transportation		Auto Expense		142
	1/26/17	1761	United Quality Cooperative		Utilities (Deposit)		1,750
	1/27/17	ACH	Mountrail Williams Electric		Utilities		7,350
	1/30/17	Wire	First Insurance Funding		Insurance		88,753
	1/31/17	1765	Blue Cross Blue Shield of ND		Employee Benefits		7,061
	1/31/17	1766	James Tate		Employee Expense Reimbursement		1,218
			Total Operations Cash Disbursements			$	174,643
	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 #8118	$	378,457
			Total Account Funding Transfers			$	378,457
	12/31/16		None			$	0
			Total Other Cash Disbursements			$	0
					Total Cash Disbursements	$	553,101	(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:	1/1/17

			Current			Petition
			Month			Date (1)
ASSETS
Current Assets:
Cash (from Form 2-B, line 5)		$	0		$	0
Accounts Receivable (from Form 2-E)			5,830,256			5,395,679
Receivable from Officers, Employees, Affiliates			0			0
Inventory			0			0
Other Current Assets :(List)	Prepaid Insurance		234,078			174,811
	Prepaid Expense		21,014			10,491
Total Current Assets		$	6,085,348		$	5,580,981
Fixed Assets:
Land		$	0		$	0
Building			4,925,129			4,077,616
Equipment, Furniture and Fixtures			7,284,343			6,030,858
Total Fixed Assets			12,209,472			10,108,474
Less:  Accumulated Depreciation		(	2,322,185	)	(	2,322,185	)
Net Fixed Assets		$	9,887,287		$	7,786,289
Other Assets (List):	Other Long-Term Assets		729,623			729,623
			0			0
TOTAL ASSETS		$	16,702,258		$	14,096,893
LIABILITIES
Post-petition Accounts Payable (from Form 2-E)		$	13,786		$	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		32,509			0
	Accrued Expenses		19,116			0
Total Post Petition Liabilities		$	65,411		$	0
Pre Petition Liabilities:
Secured Debt			0			0
Priority Debt - Property Tax			579,476			437,754
Secured Debt - Notes Payable Vehicles			167,673			173,174
Unsecured Debt			71,097			32,802
Total Pre Petition Liabilities		$	818,246		$	643,730
TOTAL LIABILITIES		$	883,657		$	643,730
OWNERS’ EQUITY
Owner’s/Stockholder’s Equity		$	0		$	0
Retained Earnings - Prepetition			13,446,818			13,453,163
Retained Earnings - Post-petition			2,371,783			0
TOTAL OWNERS’ EQUITY		$	15,818,601		$	13,453,163
TOTAL LIABILITIES AND OWNERS’ EQUITY		$	16,702,258		$	14,096,893

(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: Dakota Petroleum Transport Solutions, LLC CASE NO: 16-43718

				Current			Accumulated
				Month			Total (1)
Gross Operating Revenue			$	426,346		$	798,960
Less:  Discounts, Returns and Allowances			(	0	)	(	0	)
		Net Operating Revenue	$	426,346		$	798,960
Cost of Goods Sold				216,812			305,399
		Gross Profit	$	209,534		$	493,560
Operating Expenses
	Officer Compensation		$	0		$	0
	Selling, General and Administrative			141,405			222,389
	Rents and Leases			0			0
	Depreciation, Depletion and Amortization			0			0
	Other (list):			0			0
				0			0
	Total Operating Expenses		$	141,405		$	222,389
		Operating Income (Loss)	$	68,129		$	271,171
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			(88	)		(386	)
	Other Non-Operating Income			2,100,998			2,100,998
	Net Non-Operating Income or (Expenses)		$	2,100,910		$	2,100,612
Reorganization Expenses
	Legal and Professional Fees		$	0		$	0
	Other Reorganization Expense			0			0
	Total Reorganization Expenses		$	0		$	0
		Net Income (Loss) Before Income Taxes	$	2,169,040		$	2,371,783
Federal and State Income Tax Expense (Benefit)				0			0
		NET INCOME (LOSS)	$	2,169,040		$	2,371,783
(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:	1/1/17	to	1/31/17

	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		2/28/17
General Liability					Various			$	50,000,000	7/30/17		2/28/17
Property (Fire, Theft)					Various			$	46,413,035	12/10/17		2/28/17
Vehicle					Security National			$	1,000,000	12/10/17		2/28/17
Pollution					Berkley-Nautilus			$	10,000,000	5/11/17		2/28/17
D&O					Various			$	20,000,000	3/23/20		3/23/20
												Page 1 of 2

DEBTOR: Dakota Petroleum Transport Solutions, LLC CASE NO: 16-43718

Form 2-E
SUPPORTING SCHEDULES
	For Period:	1/1/17	to	1/31/17

ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING
									Accounts		Post Petition
Due									Receivable		Accounts Payable
Under 30 days								$	428,414	$	13,786
30 to 60 days									6,163		0
61 to 90 days									0		0
91 to 120 days									0		0
Over 120 days									0		0
Total Post Petition									434,577
Pre Petition Amounts									5,482,232
Total Accounts Receivable								$	5,916,809
Less:  Bad Debt Reserve									(86,553)
Net Accounts Receivable (to Form 2-C)								$	5,830,256
									Total Post Petition
									Accounts Payable	$	13,786
* 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	428,414					428,414
1 Customer		6,163				6,163
Total	428,414	6,163	0	0	0	434,577
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
AmSpec	3,142					3,142
Big John	1,302					1,302
Border States	238					238
Culligan	131					131
Hughes	115					115
Rensch	344					344
Salco	3,419					3,419
United Quality	5,095					5,095
Total	13,786	0	0	0	0	13,786

DEBTOR:			Dakota Petroleum Transport Solutions, LLC					CASE NO:	16-43718
Form 2-F
QUARTERLY FEE SUMMARY *
					For the Month Ended:		1/31/17
					Cash		Quarterly		Date
Month		Year			Disbursements **		Fee Due	Check No.	Paid
January		2016		$	174,643	(1)
February		2016			0
March		2016			0
	TOTAL 1st Quarter			$	174,643	$
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	$
(1) Excludes “Account Funding Transfers” from line 3, Form 2-B since these are included in Disbursements of entities.
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 Ending	1/31/17
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 1/31/17

Accounting Method:     ☒ Accrual Basis     ☐ Cash Basis

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH
Mark One Box for Each Required Document:	Debtor must attach each of the following reports/documents unless the U. S. Trustee has waived the requirement in writing. Submit the original Monthly Operating Report 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 Attached	Previously Waived	REQUIRED REPORTS/DOCUMENTS
☒	☐	1.	Cash Receipts and Disbursements Statement (Form 2-B)
☒	☐	2.	Balance Sheet (Form 2-C)
☒	☐	3.	Profit and Loss Statement (Form 2-D)
☒	☐	4.	Supporting Schedules (Form 2-E)
☒	☐	5.	Quarterly Fee Summary (Form 2-F)
☒	☐	6.	Narrative (Form 2-G)
☒	☐	7.	Bank Statements for All Bank Accounts
☒	☐	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:	2/21/17	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:  1/1/17 to 1/31/17  

CASH FLOW SUMMARY				Current
				Month			Accumulated
1.	Beginning Cash Balance		$	1,629	(1)	$	1,629	(1)
2.	Cash Receipts
		Operations		300,220			300,220
		Sale of Assets		0			0
		DIP Financing / Advances		0			0
		Other		0			0
		Total Cash Receipts	$	300,220		$	300,220
3.	Cash Disbursements
		Operations		0			0
		DIP Financing Payments		0			0
		Professional Fees / U.S. Trustee Fees		0			0
		Account Funding Transfers		200,000			200,000
		Other		0			0
		Total Cash Disbursements	$	200,000		$	200,000
4.	Net Cash Flow (Total Cash Receipts less
		Total Cash Disbursements)		100,220			100,220
5	Ending Cash Balance (to Form 2-C)		$	101,849	(2)	$	101,849	(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		101,849
	Other Interest-bearing Account	N/A		0
	TOTAL (must agree with Ending Cash Balance above)		$	101,849	(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 Sand, LLC				CASE NO:		16-43721
	Form 2-B
	CASH RECEIPTS AND DISBURSEMENTS STATEMENT
For Period:  1/1/17 to 1/31/17
CASH RECEIPTS DETAIL				Account: #8132
(attach additional sheets as necessary)
	Date		Payer		Description			Amount
	1/12/17		UNIMIN Corporation		Sand Transloading Revenue		$	200,357
	1/19/17		UNIMIN Corporation		Sand Transloading Revenue			61,655
	1/26/17		UNIMIN Corporation		Sand Transloading Revenue			38,208
			Total Operations Cash Receipts				$	300,220
	1/31/17		None				$	0
			Total Sale of Assets				$	0
	1/31/17		None				$	0
			Total DIP Financing / Advances				$	0
	1/31/17		None				$	0
			Total Other Receipts				$	0
					Total Cash Receipts		$	300,220	(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:  1/1/17  to  1/31/17  

CASH DISBURSEMENTS DETAIL				Account: #8132
(attach additional sheets as necessary)
	Date	Check No.	Payee		Description (Purpose)		Amount
	1/31/17		None				0
			Total Operations Cash Disbursements			$	0
	1/31/17		None			$	0
			Total DIP Financing Payments			$	0
	1/31/17		None			$	0
			Total Professional Fees / U.S. Trustee Fees			$	0
	1/13/17	Transfer	Bank of America		Account Funding Transfer to #6449		200,000
			Total Account Funding Transfers			$	200,000
	1/31/17		None				0
			Total Other Cash Disbursements			$	0
					Total Cash Disbursements	$	200,000	(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:   1/31/17
					Current			Petition
ASSETS					Month			Date (1)
Current Assets:
	Cash (from Form 2-B, line 5)			$	101,849		$	1,629
	Accounts Receivable (from Form 2-E)				266,037			262,013
	Receivable from Officers, Employees, Affiliates				0			0
	Inventory				0			0
	Other Current Assets :(List)				0			0
					0			0
		Total Current Assets		$	367,887		$	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		$	367,887		$	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):				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				104,245			0
		TOTAL OWNERS’ EQUITY		$	367,887		$	263,642
		TOTAL LIABILITIES AND OWNERS’ EQUITY		$	367,887		$	263,642

(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 Sand, LLC				CASE NO:		16-43721
Form 2-D
PROFIT AND LOSS STATEMENT
For Period:  1/1/17  to  1/31/17
					Current				Accumulated
					Month				Total (1)
Gross Operating Revenue				$	210,400			$	304,245
Less:  Discounts, Returns and Allowances				(	0	)		(	0	)
		Net Operating Revenue		$	210,400			$	304,245
Cost of Goods Sold					200,000				0
		Gross Profit		$	10,400			$	304,245
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)		$	10,400			$	304,245
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		$	10,400			$	304,245
Federal and State Income Tax Expense (Benefit)					0				0
		NET INCOME (LOSS)		$	10,400			$	304,245
(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:  1/1/17  to  1/31/17
	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	2/28/17
General Liability		Various	$	50,000,000	7/30/17	2/28/17
Property (Fire, Theft)		Various	$	46,413,035	12/10/17	2/28/17
Vehicle		Security National	$	1,000,000	12/10/17	2/28/17
Pollution		Berkley-Nautilus	$	10,000,000	5/11/17	2/28/17
D&O		Various	$	20,000,000	3/23/20	3/23/20

Page 1 of 2

DEBTOR:       DPTS Sand, LLC CASE NO:        16-43721

Form 2-E

SUPPORTING SCHEDULES

For Period:  1/1/17  to  1/31/17  

ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING
		Accounts		Post Petition
Due		Receivable		Accounts Payable
Under 30 days	$	222,506	$	0
30 to 60 days		43,531		0
61 to 90 days		0		0
91 to 120 days		0		0
Over 120 days		0		0
Total Post Petition		266,037
Pre Petition Amounts		0
Total Accounts Receivable	$	266,037
Less:  Bad Debt Reserve		0
Net Accounts Receivable (to Form 2-C)	$	266,037
		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
1138	21,370					21,370
1137	51,901					51,901
1136	51,829					51,829
1135	55,625					55,625
1134	41,781					41,781
1133		43,531				43,531
Total	222,506	43,531	0	0	0	266,037

DEBTOR:			DPTS Sand, LLC					CASE NO:	16-43721
Form 2-F
QUARTERLY FEE SUMMARY *
					For the Month Ended:		1/31/17
					Cash		Quarterly		Date
Month		Year			Disbursements **		Fee Due	Check No.	Paid
January		2016		$	0	(1)
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	$
(1) Excludes “Account Funding Transfers” from line 3, Form 2-B since these are included in Disbursements of entities.
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        1/31/17
	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 1/31/17

Accounting Method:     ☒  Accrual Basis     ☐ Cash Basis

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH
Mark One Box for Each Required Document:	Debtor must attach each of the following reports/documents unless the U. S. Trustee has waived the requirement in writing. Submit the original Monthly Operating Report 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 Attached	Previously Waived	REQUIRED REPORTS/DOCUMENTS
☒	☐	1.	Cash Receipts and Disbursements Statement (Form 2-B)
☒	☐	2.	Balance Sheet (Form 2-C)
☒	☐	3.	Profit and Loss Statement (Form 2-D)
☒	☐	4.	Supporting Schedules (Form 2-E)
☒	☐	5.	Quarterly Fee Summary (Form 2-F)
☒	☐	6.	Narrative (Form 2-G)
☒	☐	7.	Bank Statements for All Bank Accounts
☒	☐	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:	2/21/17	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:   1/1/17  to  1/31/17  

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:  1/1/17  to  1/31/17  

CASH RECEIPTS DETAIL			Account: #8137
(attach additional sheets as necessary)
	Date	Payer		Description		Amount
	1/31/17	None			$	0
		Total Operations Cash Receipts			$	0
	1/31/17	None			$	0
		Total Sale of Assets			$	0
	1/31/17	None			$	0
		Total DIP Financing / Advances			$	0
	1/31/17	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:  1/1/17  to  1/31/17  

CASH DISBURSEMENTS DETAIL				Account: #8137
(attach additional sheets as necessary)
	Date	Check No.	Payee		Description (Purpose)		Amount
	1/31/17		None				0
			Total Operations Cash Disbursements			$	0
	1/31/17		None			$	0
			Total DIP Financing Payments			$	0
	1/31/17		None			$	0
			Total Professional Fees / U.S. Trustee Fees			$	0
	1/31/17		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:   1/31/17  

		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 listed on the Debtor’s schedules. Page 1 of 1

DEBTOR:    DPTS Marketing LLC CASE NO: 16-43717

Form 2-D

PROFIT AND LOSS STATEMENT

For Period:    1/1/17  to  1/31/17  

		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:    1/1/17  to  1/31/17  

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	2/28/17
General Liability		Various	$	50,000,000	7/30/17	2/28/17
Property (Fire, Theft)		Various	$	46,413,035	12/10/17	2/28/17
Vehicle		Security National	$	1,000,000	12/10/17	2/28/17
Pollution		Berkley-Nautilus	$	10,000,000	5/11/17	2/28/17
D&O		Various	$	20,000,000	3/23/20	3/23/20

Page 1 of 2

DEBTOR:  DPTS Marketing LLC CASE NO: 16-43717

Form 2-E 

SUPPORTING SCHEDULES

For Period: 1/1/17  to 1/31/17

ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING 

Due	Accounts Receivable		Post Petition 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 Retainer Balance		Current Month’s Accrual		Paid in Current Month		Date of Court Approval	Month-end 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:		1/31/17
					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	$
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	1/31/17
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 1/31/17

Accounting Method:     ☒ Accrual Basis     ☐ Cash Basis

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH
Mark One Box for Each Required Document:	Debtor must attach each of the following reports/documents unless the U. S. Trustee has waived the requirement in writing. Submit the original Monthly Operating Report 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 Attached	Previously Waived	REQUIRED REPORTS/DOCUMENTS
☒	☐	1.	Cash Receipts and Disbursements Statement (Form 2-B)
☒	☐	2.	Balance Sheet (Form 2-C)
☒	☐	3.	Profit and Loss Statement (Form 2-D)
☒	☐	4.	Supporting Schedules (Form 2-E)
☒	☐	5.	Quarterly Fee Summary (Form 2-F)
☒	☐	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:	2/21/17	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: 1/1/17 to 1/31/17

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: 1/1/17 to 1/31/17

CASH RECEIPTS DETAIL			Account: N/A
(attach additional sheets as necessary)
	Date	Payer		Description		Amount
	1/31/17	None			$	0
		Total Operations Cash Receipts			$	0
	1/31/17	None			$	0
		Total Sale of Assets			$	0
	1/31/17	None			$	0
		Total DIP Financing / Advances			$	0
	1/31/17	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: 1/1/17 to 1/31/17

CASH DISBURSEMENTS DETAIL				Account: N/A
(attach additional sheets as necessary)
	Date	Check No.	Payee		Description (Purpose)		Amount
	1/31/17		None				0
			Total Operations Cash Disbursements			$	0
	1/31/17		None			$	0
			Total DIP Financing Payments			$	0
	1/31/17		None			$	0
			Total Professional Fees / U.S. Trustee Fees			$	0
	1/31/17		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: 1/31/17

		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
listed on the Debtor’s schedules. Page 1 of 1

DEBTOR: Dakota Plains Transloading, LLC CASE NO: 16-43712

Form 2-D

PROFIT AND LOSS STATEMENT

For Period:    1/1/17  to  1/31/17  

		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:    1/1/17  to  1/31/17  

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	2/28/17
General Liability		Various	$	50,000,000	7/30/17	2/28/17
Property (Fire, Theft)		Various	$	46,413,035	12/10/17	2/28/17
Vehicle		Security National	$	1,000,000	12/10/17	2/28/17
Pollution		Berkley-Nautilus	$	10,000,000	5/11/17	2/28/17
D&O		Various	$	20,000,000	3/23/20	3/23/20

Page 1 of 2

DEBTOR: Dakota Plains Transloading, LLC CASE NO: 16-43712

Form 2-E

SUPPORTING SCHEDULES

For Period:    1/1/17  to  1/31/17  

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:    1/31/17  

			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	$

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    1/31/17

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 1/31/17

Accounting Method:     ☒  Accrual Basis     ☐ Cash Basis

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH
Mark One Box for Each Required Document:	Debtor must attach each of the following reports/documents unless the U. S. Trustee has waived the requirement in writing. Submit the original Monthly Operating Report 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 Attached	Previously Waived	REQUIRED REPORTS/DOCUMENTS
☒	☐	1.	Cash Receipts and Disbursements Statement (Form 2-B)
☒	☐	2.	Balance Sheet (Form 2-C)
☒	☐	3.	Profit and Loss Statement (Form 2-D)
☒	☐	4.	Supporting Schedules (Form 2-E)
☒	☐	5.	Quarterly Fee Summary (Form 2-F)
☒	☐	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:	2/21/17	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:     1/1/17    to    1/31/17    

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:     1/1/17    to    1/31/17    

CASH RECEIPTS DETAIL			Account: N/A
(attach additional sheets as necessary)
	Date	Payer		Description		Amount
	1/31/17	None			$	0
		Total Operations Cash Receipts			$	0
	1/31/17	None			$	0
		Total Sale of Assets			$	0
	1/31/17	None			$	0
		Total DIP Financing / Advances			$	0
	1/31/17	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:     1/1/17    to    1/31/17    

CASH DISBURSEMENTS DETAIL				Account: N/A
(attach additional sheets as necessary)
	Date	Check No.	Payee		Description (Purpose)		Amount
	1/31/17		None				0
			Total Operations Cash Disbursements			$	0
	1/31/17		None			$	0
			Total DIP Financing Payments			$	0
	1/31/17		None			$	0
			Total Professional Fees / U.S. Trustee Fees			$	0
	1/31/17		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:   1/31/17  

		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
      listed on the Debtor’s schedules. Page 1 of 1

DEBTOR: Dakota Plains Sand, LLC  CASE NO: 16-43715

Form 2-D
PROFIT AND LOSS STATEMENT
			For Period:	1/1/17	to	1/31/17
						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:		1/1/17	to	1/31/17
	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		2/28/17
General Liability					Various			$	50,000,000	7/30/17		2/28/17
Property (Fire, Theft)					Various			$	46,413,035	12/10/17		2/28/17
Vehicle					Security National			$	1,000,000	12/10/17		2/28/17
Pollution					Berkley-Nautilus			$	10,000,000	5/11/17		2/28/17
D&O					Various			$	20,000,000	3/23/20		3/23/20
												Page 1 of 2

DEBTOR:		Dakota Plains Sand, LLC								CASE NO:		16-43715
Form 2-E
SUPPORTING SCHEDULES
						For Period:		1/1/17	to	1/31/17
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:		1/31/17
					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	$
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       1/31/17
	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 Ending 1/31/17

Accounting Method:     ☒ Accrual Basis     ☐ Cash Basis

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH
Mark One Box for Each Required Document:	Debtor must attach each of the following reports/documents unless the U. S. Trustee has waived the requirement in writing. Submit the original Monthly Operating Report 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 Attached		Previously Waived	REQUIRED REPORTS/DOCUMENTS
☒		☐	1.	Cash Receipts and Disbursements Statement (Form 2-B)
☒		☐	2.	Balance Sheet (Form 2-C)
☒		☐	3.	Profit and Loss Statement (Form 2-D)
☒		☐	4.	Supporting Schedules (Form 2-E)
☒		☐	5.	Quarterly Fee Summary (Form 2-F)
☒		☐	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:	2/21/17	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:	1/1/17	to	1/31/17

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:	1/1/17	to	1/31/17

CASH RECEIPTS DETAIL			Account: N/A
(attach additional sheets as necessary)
	Date	Payer		Description		Amount
	1/31/17	None			$	0
		Total Operations Cash Receipts			$	0
	1/31/17	None			$	0
		Total Sale of Assets			$	0
	1/31/17	None			$	0
		Total DIP Financing / Advances			$	0
	1/31/17	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:	1/1/17	to	1/31/17

CASH DISBURSEMENTS DETAIL				Account: N/A
(attach additional sheets as necessary)
	Date	Check No.	Payee		Description (Purpose)		Amount
	1/31/17		None				0
			Total Operations Cash Disbursements			$	0
	1/31/17		None			$	0
			Total DIP Financing Payments			$	0
	1/31/17		None			$	0
			Total Professional Fees / U.S. Trustee Fees			$	0
	1/31/17		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:	1/31/17

			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 listed on the Debtor’s schedules. Page 1 of 1

DEBTOR: Dakota Plains Marketing, LLC CASE NO: 16-43716

Form 2-D

PROFIT AND LOSS STATEMENT

For Period: 1/1/17 to 1/31/17

		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 Marketing, LLC CASE NO: 16-43716

Form 2-E

SUPPORTING SCHEDULES

For Period: 1/1/17 to 1/31/17

	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	2/28/17
General Liability		Various	$	50,000,000	7/30/17	2/28/17
Property (Fire, Theft)		Various	$	46,413,035	12/10/17	2/28/17
Vehicle		Security National	$	1,000,000	12/10/17	2/28/17
Pollution		Berkley-Nautilus	$	10,000,000	5/11/17	2/28/17
D&O		Various	$	20,000,000	3/23/20	3/23/20

Page 1 of 2

DEBTOR: Dakota Plains Marketing, LLC CASE NO: 16-43716

Form 2-E 

SUPPORTING SCHEDULES

For Period: 1/1/17 to 1/31/17

ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING 

Due	Accounts Receivable		Post Petition 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 Retainer Balance		Current Month’s Accrual		Paid in Current Month		Date of Court Approval	Month-end 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:		1/31/17
				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	$
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	1/31/17
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