AgEagle Aerial Systems SC 13D/A EnerJex Resources / Working Interest Holding ownership change

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 1)*

EnerJex Resources, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

292758208

(CUSIP Number)

Working Interest Holding, LLC

10380 W. 179^th Street

Bucyrus, KS 66013

Attention: Sam Boan

Telephone: (913) 829-6422

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 31, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)


CUSIP No.: 292758208
1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Working Interest Holding, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Kansas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER - 0
		8	SHARED VOTING POWER - 15,000,000
		9	SOLE DISPOSITIVE POWER - 0
		10	SHARED DISPOSITIVE POWER - 15,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,000,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.49%
14	TYPE OF REPORTING PERSON OO


CUSIP No.: 292758208
1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sam Boan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER - 0
		8	SHARED VOTING POWER - 15,000,000
		9	SOLE DISPOSITIVE POWER - 0
		10	SHARED DISPOSITIVE POWER - 15,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,000,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.49%
14	TYPE OF REPORTING PERSON IN, HC


CUSIP No.: 292758208
1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James G. Miller
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER - 72,979
		8	SHARED VOTING POWER - 15,000,000
		9	SOLE DISPOSITIVE POWER - 72,979
		10	SHARED DISPOSITIVE POWER - 15,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,072,979
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.59%
14	TYPE OF REPORTING PERSON IN, HC


CUSIP No.: 292758208
1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John A. Loeffelbein
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER - 178,756
		8	SHARED VOTING POWER - 15,000,000
		9	SOLE DISPOSITIVE POWER - 178,756
		10	SHARED DISPOSITIVE POWER - 15,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,178,756
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.72%
14	TYPE OF REPORTING PERSON IN, HC


CUSIP No.: 292758208
1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James D. Loeffelbein
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER - 159,430
		8	SHARED VOTING POWER - 15,090,000
		9	SOLE DISPOSITIVE POWER - 159,430
		10	SHARED DISPOSITIVE POWER - 15,090,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,249,430
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.82%
14	TYPE OF REPORTING PERSON IN, HC

The following constitutes Amendment No. 1 to the Schedule 13D filed by the Reporting Persons. This Amendment No. 1 amends the Schedule 13D as specifically set forth below. All other Items are unchanged.

ITEM 5.

Interest in Securities of the Issuer.

(a) As of April 1, 2011, WIH directly owns 15,000,000 shares of common stock of the Issuer, representing 19.49% of all of the Issuer’s outstanding shares of common stock. The Reporting Persons may be deemed to share (and with each other and not with any third party) voting and/or dispositive power with respect to such shares, and disclaim beneficial ownership of such shares except to the extent of their pecuniary interests. In addition, Miller directly owns 22,979 shares of common stock, representing less than 0.1% of all the Issuer’s outstanding shares, JAL directly owns 178,756 shares of common stock, representing 0.23% of all the Issuer’s outstanding shares, JDL directly owns 159,430 shares of common stock, representing 0.21% of all the Issuer’s outstanding shares, and JDL indirectly owns 90,000 shares of common stock through his spouse.

(b) The Reporting Persons have shared power (with each other and not with any third party) to vote and dispose of the 15,000,000 shares reported herein. Miller, JAL, and JDL have the sole power to vote and dispose of the shares directly owned by them referenced in Item 5(a), above. JDL has shared power to vote and dispose of 90,000 shares with his spouse.

(c) On March 31, 2011, WIH and Issuer entered into a Stock Redemption Agreement, whereby Issuer purchased 3,750,000 Shares from WIH at a price of $0.40 per share, for an aggregate purchase price of $1,500,000. The foregoing description of the Stock Redemption Agreement is not complete and is subject to and qualified in its entirety by reference to the Stock Redemption Agreement, a copy of which was filed as Exhibit 10.3 to that certain Form 8-K filed by Issuer on April 4, 2011, and the terms of which are incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

ITEM 7.

Material to be Filed as Exhibits.

Exhibit A – Joint Filing Agreement dated January 10, 2011.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement is true, complete and correct.

Dated: April 5, 2011


WORKING INTEREST HOLDING, LLC

By:		/s/ Sam Boan
Name:		Sam Boan
Title:		Manager

/s/ James G. Miller

James G. Miller

/s/ James D. Loeffelbein

James D. Loeffelbein

/s/ John A. Loeffelbein

John A. Loeffelbein

/s/ Sam Boan

Sam Boan

EXHIBIT INDEX

Exhibit A – Joint Filing Agreement dated January 10, 2011

AgEagle Aerial Systems (UAVS) SC 13D/AEnerJex Resources / Working Interest Holding ownership change