TATONKA ENERGY INC
8-K, 1996-08-15
DRILLING OIL & GAS WELLS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                                 AUGUST 15, 1996
                                 Date of Report


                                (AUGUST 1, 1996)
                        (Date of earliest event reported)


                              TATONKA ENERGY, INC.
             (Exact name of registrant as specified in its charter)


         OKLAHOMA, U.S.A.                                73-1457920
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                                   000-10701
                           --------------------------
                            (Commission File Number)

                                  


                                9320 EAST CENTRAL
                                   WICHITA, KS
                    (Address of principal executive offices)

                                      67206
                                   (ZIP Code)

                                 (316) 636-2667
              (Registrant's telephone number, including area code)

<PAGE>


ITEM 1.  CHANGE IN CONTROL OF REGISTRANT

     On August 1, 1996, in accordance  with a negotiated  agreement  between the
management of the company, certain shareholders, and the purchaser, Verde, Inc.,
a privately-held  Arkansas  corporation,  purchased  2,051,136 shares of Tatonka
Common stock from Heritage Resources,  Inc. for the purchase price of ninety-two
thousand, two hundred and sixteen US Dollars ($92,216.00).

     These shares represent 1,270,591 shares owned by Heritage  Resources,  Inc.
Together with 780,545 shares assigned to Heritage by El Dorado  Exploration 1979
Drilling Program, Ltd. These shares of common stock represent  approximately 37%
of the  outstanding  shares  of  Tatonka  common  stock,  as of the  date of the
transaction.  Richard A. Green,  Sr., a Dallas  businessman  and investor,  owns
approximately 50% of Verde,  Inc.'s outstanding stock and is currently President
and CEO. His son, Richard A. Green,  Jr., owns the remaining  outstanding  stock
and is not active in the management of Verde, Inc. The funds used by Verde, Inc.
to purchase the shares of Tatonka were  obtained via a private loan from Richard
A. Green,  Sr. to Verde,  Inc. There are no  restrictions  or voting  agreements
resulting from or connected to this loan to Verde, Inc.

     This purchase by Verde,  Inc. was undertaken as part of an overall plan for
diversification  and expansion of Tatonka through future  strategic  mergers and
acquisitions, including possible expansion into non-oil and gas industries.

     In  accordance  with the agreement  between  Tatonka  management,  Heritage
Resources,  Inc.,  and Verde,  Inc.,  several  Officers and Directors  have been
replaced (subject to shareholder  approval)  resulting in an effective change in
management  of the  company.  A notable  exception  is Mr.Joe  Love, a long-time
Director and Officer of the Corporation, who remains on the Board of Directors.


<PAGE>


     In accordance with the planned  restructuring,  the following officers have
been  replaced  in their  posts:  C.J.  Lett,  III,  D. Keith  McFall,  and Dean
Pattison. C.J. Lett, III has also stepped down from his post as a director. None
of  the  resignations  of  any  officer  or  director  was  the  result  of  any
disagreement  or  conflict  between  them and the  management,  corporation,  or
shareholders.   All  changes  in  control  have  been  effected  with  the  full
cooperation  and  participation  of the  individuals  involved in the  corporate
restructuring.  There are no other express  agreements  between  management  and
Verde,  Inc.,  regarding  the election of Officers or  Directors.  The corporate
office  and  information  will  remain  the  same  until  such  time  as the new
management is effectively installed.  It is expected however, that the corporate
Office for operations will be relocated to Dallas, Texas in the near future.

     The new Directors of Tatonka, pending the next election of Directors at the
Annual Shareholders meeting, will include Joe Foor (Dallas,  Tx.), and Richard A
Green, Sr.(Dallas, Tx.).

     The new Officers of Tatonka,  pending the next  election of Officers by the
Board of  Directors,  will  consist of Richard A.  Green,  Sr.  (President/CEO),
Robert    Williamson   (Vice   President   -   Marketing),    and   Lynn   Jones
(Secretary/Secretary).



                                   SIGNATURES

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

                                                     TATONKA ENERGY INC
                                                     (Registrant)
Date: August 15, 1996

                                                     /s/ Richard A. Green, Sr.
                                                     Richard A. Green, Sr.
                                                     President/CEO


<PAGE>


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