For the fiscal year ended December 31, 1996
Commission file number 0-10701
TATONKA ENERGY, INC.
(Exact name of registrant as specified in its charter)
Oklahoma, USA 73-1457920
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10850 Switzer Rd., Suite 111
Dallas, Texas 75238
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (214) 340-9341
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value of $.001 per Share
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No __
Check if there is no disclosure of delinquent filers in response to Item
405 or Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. X
Issuer's revenues for its most recent fiscal year: $ 0
------
As of December 31, 1996, the aggregate market value of the voting stock
held by non-affiliates of the registrant was $68,640 (U.S. dollars) and the
number of shares of Common Stock outstanding as of December 31, 1996 was
5,515,556.
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PART I
Item 1. Description of Business 1
Item 2. Description of Property 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of
Security Holders 6
PART II
Item 5. Market for the Company's Common Stock
and Related Stockholder Matters 7
Item 6. Management's Discussion and
Analysis and Plan of Operation 8
Item 7. Financial Statements
9
Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 9
PART III
Item 9. Directors, Executive Officers, Promoters
and Control Persons;
Compliance with Section 16(a) of the Exchange Act 10
Item 10. Executive Compensation 11
Item 11. Security Ownership of Certain Beneficial
Owners and Management 12
Item 12. Certain Relationships and Related Transactions 12
Item 13. Exhibits and Reports on Form 8-K 12
Signature Page 13
Index to Financials F-1
<PAGE>
PART I
Item 1. Description of Business
Business Development.
Sooner Energy Corp. (Sooner) was organized under the laws of British Columbia,
Canada, on March 12, 1980. On June 1, 1994, at the extraordinary general meeting
of members of Sooner, a special resolution was passed for the continuance of the
Company as a Wyoming corporation in the United States. After the continuation, a
"foreign merger" with a wholly-owned subsidiary company incorporated in
Oklahoma, Tatonka Energy, Inc. (Tatonka), occurred with Tatonka being the
surviving entity and Sooner being dissolved. Subsequent to December 31, 1994,
the Company was "delisted" on the Vancouver Stock Exchange and began trading on
the OTC Exchange.
The Company's registered office for service in Oklahoma is Twelfth Floor, One
Leadership Square, 211 N. Robinson, Oklahoma City, Oklahoma 73102. The general
administrative office of the Company is located in Dallas, Texas at 10850
Switzer Rd., Suite 111, Dallas, Texas 75238. The main business phone number of
the Company is (214) 340-9341.
Business of the Company.
The Company formerly engaged in the exploration and development of oil and gas
products. Arum Petroleum Corp., a wholly-owned subsidiary of the Company, was
dissolved in 1993 with its remaining assets and liabilities distributed to its
parent corporation. Effective May 1, 1994, the stock of Sooner Acquisition
Corp., another wholly-owned subsidiary, was sold with the Company incurring a
loss of $27,076 on the sale. Gallatin Resources, Inc., yet another wholly-owned
subsidiary was dissolved in December, 1994 with the remaining assets and
liabilities being distributed to the Company. As of December 31, 1996 the
Company is no longer actively engaged in the oil and gas industry.
In August of 1996, the Company's management changed hands. At the time of the
change in management the Company had experienced more than 12 months of
inactivity in the oil and gas industry. The new management decided that there
was little realistic hope of profitable operation in that field and thus
resolved to explore new business opportunities in an attempt to bring revenue to
the Company.
On September 11, 1996, as part of the new research and development efforts, the
Company invested in a new restaurant concept modeled upon certain aspects of
successful franchises. As part of this research, the Company obtained items of
restaurant supplies and equipment for Thirty Thousand Dollars ($30,000.00), and
contributed them to be used in the operation of the first store. That equipment
was returned to the Company upon the closure of the store. The Company
contributed an additional Eight Thousand Five Hundred Fifty Dollars ($8,550.00)
in cash to assist in various aspects of the operation of the restaurant before
making the decision to reject the opportunity as not being viable for the
Company. The Company decided that the new restaurant concept was not appropriate
for the Company and decided to liquidate the investment. As of December 31, 1996
the equipment had not been sold, but the Company had a verbal commitment from a
buyer for the purchase of the equipment. In March of 1997, this commitment
resulted in a written contract and sale of the equipment for a total price of
Thirty Seven Thousand Four Hundred Forty Eight Dollars ($37,448).
1
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In a further attempt to find new revenue for the Company, on November 6, 1996,
the Company invested $1,000 dollars in the establishment of a wholly-owned
subsidiary, Crescent Contractors, Inc., in the State of Texas. This subsidiary
was formed for the purpose of seeking and developing new lines of business,
particularly in the commercial construction industry. At December 31, 1996,
there is only one subsidiary of the Company, namely, Crescent Contractors, Inc.
Commercial Construction. The Company itself has no current operations. However,
as stated above, the wholly-owned subsidiary, Crescent Contractors, Inc.,
(sometimes called "the Subsidiary" below) was formed on November 6, 1996 to seek
out and develop opportunities in the commercial construction industry. The
Subsidiary's President is Gaylord Hall, who is also CEO of Rustown Homes, Inc.,
a construction company with 29 years of experience. The directives given to the
Board of Directors of the Subsidiary by Tatonka Energy, Inc., its parent,
concerned the identification of projects appropriate to the size of the
Subsidiary and to the competency of the Subsidiary's management, specifically
targeting the Oklahoma, Texas and Arkansas commercial construction markets.
Accordingly, on November 27, 1996, the Subsidiary entered into a Motel
Construction Agreement with AmeriTel, Inc., for the construction of a motel
facility in Gainesville, Texas. The Subsidiary simultaneously entered a Joint
Venture Agreement with Rustown Homes, Inc. This agreement provides for only
nominal participation by Rustown and a final distribution to Rustown of One
Thousand Dollars ($1,000) upon completion of the project as its share of any
profit. The Joint Venture agreement was considered necessary and was designed to
reassure AmeriTel by including a long-standing company in the project while
allowing the Subsidiary to build its company history. As of December 31, 1996,
the Subsidiary had begun work on the foundation for the motel and had thereby
incurred liabilities and earned income (unreceived as of December 31, 1996).
Markets for Construction and Certain Risks. The Board of Directors of the
Subsidiary, Crescent Contractors, Inc., has instructed its officers and agents
to seek out business opportunities in commercial construction and contracting.
The ability to operate profitably in these areas depends on numerous factors,
including the ability to identify and successfully bid for construction
contracts, the ability to accurately estimate the future costs of materials and
labor, the ability to obtain competent sub-contractors to perform various tasks,
the ability to locate and obtain materials and labor at competitive prices, and
the ability to successfully manage an on-going construction project. The market
price for various construction materials depends upon numerous factors,
including the general state of the economy, the rate of overall construction in
the country as a whole, regional economic conditions, environmental legislation
by various states, the U.S. federal government, and foreign governments, as well
as any treaties or other international agreements to which the United States may
be or become a party. In addition, factors such as the weather, the location of
a given construction project, regional and international competition and/or
trade barriers, and other factors which are difficult to predict, could
materially affect the ability of the Company's Subsidiary to obtain materials at
a competitive price.
The ability to locate and obtain competitively priced labor for the completion
of construction projects depends on many factors as well, including the rate of
unemployment, changes in labor laws, the rise and fall in the ratio of the
number of skilled and unskilled laborers, inflation and the location of a
particular construction project. The expenses associated with commercial
construction projects are thus subject to market forces which are outside of the
control of the Company, and impossible or difficult to predict. Furthermore, the
ability to successfully complete any given construction project, once started,
depends in part upon such uncontrollable factors as the weather and the
existence of undiscovered or unknown physical conditions of the land upon which
a project is to be undertaken. Although these factors may be provided for with
the use of contractual provisions for such contingencies, the risk of an
unsuccessful undertaking in the construction industry remains largely unknown
and can change from time to time.
2
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Competition in Construction Industry. The Company's Subsidiary, Crescent
Contractors, Inc., is a new company with very little history. Its competitors in
the commercial construction industry include entities with long-standing
reputations and pre-existing relationships with customers and suppliers. The
Company's Subsidiary must also compete with some entities which have more
existing capital, or better access to capital, than that currently available to
the Company's Subsidiary. It is possible that the Company's Subsidiary will be
at a competitive disadvantage in bidding for certain commercial contracts due to
its lack of history and lack of access to financing. The Company's Subsidiary
may be able to overcome this disadvantage in some instances by virtue of the
experience of its President, as well as through the use of Joint Venture
agreements with more experienced companies. The Company, as well as the
management of the Subsidiary, are of the opinion that these competitive
disadvantages may be mitigated through the use of Joint Ventures and the
employment of experienced and reputable individuals. However, there remains a
substantial risk that the Company's Subsidiary will not be able to overcome the
above-listed competitive disadvantages in the commercial construction industry.
Major Customers in Construction Industry. As of December 31, 1996, the Company
has no operations and no major customers. However, the wholly-owned Subsidiary,
Crescent Contractors, Inc., has a single contract with a single company,
AmeriTel, Inc., for the construction of a motel facility. It is unknown whether
this relationship will continue after the completion of said contract and there
are no other confirmed customers as of December 31, 1996. Though the
Subsidiary's management is of the opinion that contracts will be made with a
variety of customers in 1997, as of the end of 1996 there were no confirmed
agreements with any entity other than AmeriTel, Inc. and the ability of the
Subsidiary to form successful relationships with other customers may depend in
part upon the end-result of the contract with AmeriTel, Inc.
Sources of Raw Materials. The Company has no need for raw materials and
therefore has no suppliers or sources. As of December 31, 1996, the Company's
Subsidiary, Crescent Contractors, Inc., does depend on the ability to obtain raw
materials for construction. However, the Company's Subsidiary reports that it is
not dependant upon any particular suppliers or sources of raw materials as of
December 31, 1996. The Subsidiary has reported to the Company that there are
numerous sources for raw materials available in the construction industry, and
the Subsidiary is unaware of reliance upon any particular supplier or source at
this time. This situation is of course subject to change dependant upon the
nature and location of future construction projects.
Licenses and Government Approval. The Company itself is not currently required
to obtain governmental approval of any current operations, service or product.
However, the Company's Subsidiary, Crescent Contractors, Inc., must obtain the
approval of certain governmental entities in providing the services associated
with commercial construction and contracting. In order to act as a general
contractor in the State of Arkansas, the Company's Subsidiary, Crescent
Contractors, Inc., must first obtain a General Contractors License. To obtain
the license, a principle officer of the Subsidiary must take and pass a written
examination, the Subsidiary must be bonded, and the Subsidiary must submit an
application to the state government. As of December 31, 1996, arrangements have
been made for the bonding, the application has been partially completed, and an
examination date has been set for the president of Crescent Contractors, Inc. It
is expected that Crescent will receive its Arkansas General Contractors on
February 14, 1997. No contractors license is needed to act as a general
contractor in the states of Texas and Oklahoma.
3
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For the Company's Subsidiary to conduct commercial contracting and construction,
it must comply with other governmental regulations, including local zoning
ordinance and building code compliance, Occupational Safety and Health Act
(OSHA) compliance and approval, as well as local and state fire and safety code,
plumbing code, electrical code, and health code compliance. Projects undertaken
by the Company's Subsidiary may also require prior or on-going approval by other
state, local and federal agencies, depending upon the varying nature of the
particular projects undertaken by the Company's Subsidiary.
The failure to receive approval by any agency or governmental entity with
jurisdiction over the projects conducted by the Company's Subsidiary could
materially affect the ability of the Subsidiary to operate profitably. The loss
by the Subsidiary of its General Contractors License in Arkansas would prohibit
the Subsidiary from acting as a general contractor in that state. Furthermore,
should there be a material change in applicable federal, state, or local
building codes, safety codes, health codes, OSHA regulations, plumbing and
electrical codes, or other rules and regulations, it is possible that the
ability of the Subsidiary to operate profitably in the commercial construction
industry could be compromised.
Due to the relative youth of the Company's Subsidiary, the Company is uncertain
as to the average cost of compliance with government regulation of the
construction industry, including environmental laws.
Oil and Gas Production. In the last three (3) years, the Company explored for
and developed oil and gas reserves in the Mid-Continent region of the United
States. The majority of the Company's proved developed reserves were located in
Caddo, Custer, Ellis and Kingfisher Counties in Northwestern Oklahoma. The
Company's exploration and production was conducted for its own account. In 1996,
the Company participated in no new wells. 1996 was the second consecutive year
that the Company saw no new revenue from oil and gas production. As of December
31, 1996, there is no activity in the oil and gas industry.
Markets for Oil and Gas. In the unlikely event that the Company will re-enter
the oil and gas industry, the following factors will bear upon the potential
performance of the Company.
The availability of a ready market for any oil and gas which may be discovered
by the Company and the price obtained therefore depend upon numerous factors,
including the proximity to adequate transmission facilities and government
regulations on the production, transportation and sale of oil and gas. See "Oil
and Gas Regulations" below.
During the past several years demand, with certain exceptions, in the United
States for crude oil and natural gas has generally been weak, and prices for
these products have generally declined. Prices of oil and gas have historically
been and will continue to be subject to supply and demand factors. Over the long
term, prices for both oil and gas will depend on demand, product availability,
sources of alternative fuels, governmental regulation and other factors beyond
the control of the Company.
Oil and Gas Industry Regulations. Liquid hydrocarbons (including crude oil and
natural gas liquids) were subject to federal price and allocation controls until
January, 1981 when they were effectively eliminated by executive order of the
President. As a result, the Company sold oil produced from its properties at
unregulated market prices. Although it appears unlikely under present
circumstances that controls will be reimposed upon liquid hydrocarbons, it is
possible Congress may enact such legislation at a future date. The impact of
such legislation on the Company cannot be predicted.
4
<PAGE>
Natural Gas Regulation. Sale of natural gas by the Company is subject to
regulation of production, transportation and pricing by governmental regulatory
agencies. Generally, the regulatory agency in the state where a producing gas
well is located supervises production activities and, in addition, the
transportation of gas sold intrastate. The Federal Energy Regulatory Commission
("FERC") regulates the price of intrastate, as well as interstate, gas under the
Natural Gas Policy Act of 1978 ("NGPA"). The NGPA is a complicated and lengthy
piece of legislation. It provides for wellhead price controls for specified time
periods; decontrol of certain prices, depending on location, depth or time of
production; emergency allocation authority; curtailment of deliveries to certain
consumers coupled with preferential delivery status to other customers;
incremental pricing to large industrial customers (on a limited basis);
refunding with interest in the event of sales at prices in excess of the ceiling
prices; and substantial penalties (both civil and criminal) for violations of
the NGPA.
Price controls for certain categories of natural gas production have been
deregulated under the NGPA, including "new gas", gas produced from below 15,000
feet and certain other "high cost" gas, and gas produced from "new onshore
production wells". Such deregulated gas production may be sold at market prices
that are determined by supply, BTU content, pressure, location of the wells, and
other factors.
The FERC has adopted major changes in certain of its regulations that will
significantly affect future transportation and marketing of natural gas.
The Company is uncertain how the recent or proposed regulations will affect the
marketing of its gas because it is unable to predict how all interstate
pipelines that receive its gas will respond to such rule making.
Federal Leases. Any Company operations conducted on federal oil and gas leases
must be conducted in accordance with permits issued by the Bureau of Land
Management and are subject to a number of other regulatory restrictions.
Moreover, on certain federal leases, prior approval of drillsite locations must
be obtained from the Environmental Protection Agency.
State Regulation. State regulatory authorities have established rules and
regulations requiring permits for drilling operations, drilling bonds and
reports concerning operations. The states in which the Company operates also
have statutes and regulations governing a number of environmental and
conservation matters, including the unitization or pooling of oil and gas
properties and establishment of maximum rates of production from oil and gas
wells. In addition, many states restrict production of oil and gas wells. Many
states also restrict production of oil and gas to the market demand for such
commodities. Such statutes and regulations may limit the rate at which oil and
gas could otherwise be produced from the Company's properties.
Environmental and Safety Regulations. The Company believes that it complied, in
all material respects, with all legislation and regulations affecting its
operations in the drilling of oil and gas wells and the discharge of wastes. To
date, compliance with such provisions and regulations has not had a material
effect upon the Company's expenditures for capital equipment, its earnings or
its competitive position. The cost of such compliance is not anticipated to be
material in the future.
5
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The Company is also subject to federal, state and local laws pertaining to
safety standards, including the federal Occupational Safety and Health Act.
Pending Legislation. A number of legislative proposals regarding the oil and gas
industry have been introduced in Congress and in various state legislatures,
which, if enacted, could significantly affect all segments of the industry. At
the present time, it is impossible to predict the effect of any of these
proposals or others that may be enacted by Congress or the various state
legislatures.
Canadian Regulation. The Company does not believe that it is subject to the
provisions of Investment Canada Act ("ICA") because as of December 31, 1996, it
has not had any employees in Canada for at least two years and did not maintain
a business establishment in Canada which would cause it to be considered a
Canadian business enterprise subject to ICA. The Company does not plan to alter
its contacts with Canada and, therefore, believes that ICA will continue not to
be applicable to the common stock of the Company and the acquisition thereof by
a non-resident or non-citizen of Canada. However, in the event that management
of the Company should, for whatever reason, decide that it is in the best
interests of the Company to hire employees in Canada, lease office space in
Canada, or acquire oil and gas properties in Canada, the Company would probably
be deemed to be a Canadian business enterprise and ICA would be applicable.
Oil and Gas Industry Competition. The oil and gas industry is intensely
competitive. Should the Company re-enter the industry, it will compete with a
substantial number of corporations that have greater resources and that not only
can explore for and produce oil and gas, but also carry on refining operations
and market petroleum and other products on a world-wide basis.
Most aspects of the oil and gas business require skilled and experienced
personnel. The ability to retain and attract additional people with experience
and ability will be a critical aspect of the Company's success in the oil and
gas industry, should the Company re-enter that market. As of December 31, 1996,
the Company did not employ any personnel skilled or experienced in the oil and
gas field.
In raising capital for its exploration and development activities, the Company
formerly competed with other oil and gas concerns as well as other investment
opportunities, whether or not related to the petroleum industry. The Company's
ability to compete successfully for such capital is largely dependent on the
success of its oil and gas exploration activities, its arrangements for
participation by outside parties, and the continued availability of tax
incentives for exploration and development activities.
General Risks of Oil and Gas. Again, as of December 31, 1996, the Company is not
actively engaged in exploring for, or developing oil and gas. However, should
the Company re-enter the industry, it should be noted that exploration for oil
and gas is extremely hazardous by its nature and involves a high degree of risk
of loss. The industry ratio of productive oil and gas wells has been low when
compared with the total number of wells drilled, and there can be no assurance
that oil and gas production will be obtained in sufficient quantities to enable
the Company to recover the expenditures made in its oil and gas exploration
activities.
The Company's oil and gas operations would be subject to all the risks inherent
in the exploration for and production of oil and gas which could result in
damage to or destruction of oil and gas wells and formations. The Company does
not generally serve as operator of the wells in which it owns an interest, and
therefore certain of such risks are not as severe to the Company's operations.
The Company generally carries insurance against certain risks, but will not be
fully insured, particularly against various risks involved in drilling wells,
because insurance is either not available or the Company elects not to insure
because the premium costs are prohibitive. The occurrence of an event not fully
insured against could cause the Company to incur substantial costs.
6
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Employees. As of December 31, 1996, the Company had no full-time employees. All
administrative services are provided by International Green Team, Inc., a Texas
Corporation which is affiliated with Verde, Inc., a controlling interest owner
of the Company.
Item 2. Properties
General
In the past three years, the Company's principal properties consisted of oil and
gas logs related to properties located in the State of Oklahoma. As of December
31, 1996, the Company does not own or operate any real estate and has no formal
policy or plan for real estate investment or management.
Item 3. Legal Proceedings
As of December 31, 1996, the Company is not a party to any pending legal
proceeding.
Item 4. Submission of Matters to a Vote of Security Holders
In the fourth quarter (last quarter) of 1996, there were no matters presented to
the shareholders for a vote.
7
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PART II
Item 5. Market for the Company's Common Stock
and Related Stockholder Matters
The Company's common stock is traded on the NASDAQ Bulletin Board under the
symbol "TTKA". As of December 31, 1996, the number of stockholders was 390
(supplied by the Company Registrar and Transfer Agent). The tables below list
the high and low bid prices in U.S. dollars as provided by Paragon Capital,
Corp.
Bid Quotations*
--------------------------
High Low
1996 (U.S. Dollars):
First Quarter .02 .01
Second Quarter .02 .01
Third Quarter .02 .01
Fourth Quarter .02 .01
1995 (U.S. Dollars):
First Quarter .02 .02
Second Quarter .02 .02
Third Quarter .02 .02
Fourth Quarter .03 .02
- -------------------------------------------------------------------------------
* These bids were reported for Tatonka Energy, Inc., NASDAQ Bulletin Board,
trading symbol TTKA, and reflect inter-dealer prices, without retail
mark-up, mark-down, or commission and thus may not represent actual
transactions.
The Company has not paid any dividends on its common stock and anticipates that
future earnings, if any, will be retained to finance future growth. Management
believes that the Company will continue to be unable to pay any dividends on its
common equity as long as it has no net income or gain.
The Company is not aware of any limitations on the rights of foreigners to hold
or vote its securities, save and except the potential application of the Foreign
Investment Review Act of Canada.
The Company does not believe that it is subject to the provisions of ICA because
as of December 31, 1996, it did not have any employees in Canada and did not
maintain a business establishment in Canada which would cause it to be
considered a Canadian business enterprise subject to ICA. The Company does not
plan to alter its contacts with Canada and, therefore, believes that ICA will
continue not to be applicable to the common stock of the Company and the
acquisition thereof by a non-resident or non-citizen of Canada. However, in the
event that management of the Company should, for whatever reason, decide that it
is in the best interests of the Company to hire employees in Canada, lease
office space in Canada, or acquire oil and gas properties in Canada, the Company
would probably be deemed to be a Canadian business enterprise and ICA would be
applicable.
8
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Item 6. Management's Discussion and Analysis
Plan of Operation.
The Company has not had revenues from operations in each of the last two fiscal
years. The Company projects that the current assets in the Company are not
sufficient to sustain the Company longer than one hundred fifty (150) days from
the end of the 1996 fiscal year. It is the opinion of current management that
the Company will need to avail itself of alternatives such as the issuance of
additional equity or debt instruments if revenues are not generated within the
first one-hundred twenty (120) days of 1997. The Company therefore plans to
continue the process of seeking out new business opportunities, including the
efforts currently undertaken by the Company's wholly-owned subsidiary, Crescent
Contractors, Inc. (See Item 1 above ). The intent of the Company in establishing
the wholly-owned subsidiary was to create a separate legal entity capable of
bearing the legal risks involved with the construction industry, while providing
a source of dividend income to the Company. There is no assurance that the
on-going construction of the motel facility (see Item 1 above) will result in
the ability of the Subsidiary to pass dividends to the Company.
For trends which may materially affect the construction industry, please refer
to Item 1 above.
The Company further plans to liquidate the restaurant equipment purchased in
1996, and to use the resulting cash proceeds to off-set the Company's on-going
expenses and overhead.
Elder Care Industry. Though it is premature to announce a formal plan, the
Company also intends to explore the viability of entering the Retirement
Industry and the so-called Elder Care Industry. Specifically, the Company
intends to explore the market for assisted-living centers designed for persons
suffering from Alzheimers Disease. As of December 31, 1996, the Company has not
made any commitments or incurred any liabilities in this regard. However,
Management of the Company is in the process of preliminary research and
investigation in the field.
As of December 31, 1996, the Company has not decided whether, or how to invest
its own capital in any proposed project involving the retirement industry.
Options being considered include using the existing subsidiary, Crescent
Contractors, Inc., establishing a new subsidiary, and/or making a direct capital
investment. The Company will wait until more details are available for review
and analysis before making a final decision in this matter. In the opinion of
the Company, due to its lack of substantial current assets, it is possible that
the Company may have to issue additional equity or debt instruments, including
substantial blocks of common stock, in order to complete a transaction involving
the development of such an assisted-living facility. In addition, although there
are no formal plans to purchase significant properties or equipment, the Company
considers it likely that an issuance of equity or debt instruments would be
necessary to secure any new assets.
Major trends which may materially affect the retirement and elder-care industry
include, among others, the general rise in the average age of the population in
the domestic markets, and the state of research on a cure, or prevention, of
Alzheimers Disease.
9
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As of December 31, 1996, the Company does not have enough details to form a
formal plan and does not anticipate a significant change in the number of
employees in relation to any plan mentioned herein.
Analysis of Financial Condition and Results of Operations
Year Ended December 31, 1996 vs. Year Ended December 31, 1995
The Company had no revenue from operations in 1995 or 1996. Other income
decreased by $2,071 for 1996, as compared to 1995. This was due to changes in
interest income.
Depreciation decreased by $14,581 for 1996, as compared to 1995.
General and administrative expenses increased by $10,766 for 1996, as compared
to 1995. This increase is due to research and development efforts with the
restaurant concept (see Item 1 above), research and development expenses in
seeking a new source of revenue, the establishment of a new subsidiary (see Item
1 above), professional services involved in the change of management, and fees
involved in moving the Company situs from Wichita, Kansas to Dallas, Texas in
1996.
Liquidity and Capital Resources
The Company's working capital at December 31, 1996 was $48,081 versus $104,805
at December 31, 1995, for a decrease in working capital of $56,724. This is due
to the on-going expense of administrative fees, such as audit and management
fees, rent and fees associated with management's move to Dallas, Texas, as well
as the increased expenses associated with research and development and the
formation and development of the Company's active subsidiary, Crescent
Contractors, Inc. Currently, the only source of income for the Company is the
interest received on its bank accounts. The success or failure of the
Subsidiary, Crescent Contractors, Inc., could have a material impact on the
short-term and long-term liquidity of the Company as the issuance of new equity
and/or debt instruments or securities will likely result from a failure of the
Company to receive dividends from its subsidiary. Furthermore, should the lack
of revenue continue, the Company may be forced to consider ceasing all
operations of any nature until such time as a new source of revenue or capital
is secured.
(See above Plan of Operation).
As indicated in Item 1 above, in the future, the Company's efforts to obtain
additional capital may include efforts to conduct a public or private offering
of the Company's equity securities, as well as proposed acquisitions of real
estate properties in exchange for common stock of the Company. During 1995 and
1996, former management met with several investment bankers and broker-dealers
in an effort to generate interest in conducting a public offering of the
Company's securities. However, as of December 31, 1996 such discussions had not
resulted in an agreement for such offering. August of 1996 brought a change in
management, but no public offering was successfully undertaken. As of December
31, 1996, management has been unable to secure additional financing through the
public market. Nonetheless, the Company will continue to investigate
opportunities which are presented through the contacts of management.
For additional trends, events or uncertainties which are reasonably likely to
have a material impact on the Company's liquidity, see Item 1 above.
Other than the preliminary plans outlined above, the Company does not have a
formal plan for capital expenditures in 1997. The Company will continue to
depend on internally generated funds as its major source of liquidity, as it has
no unused line of credit or any formal arrangements with any lending institution
to borrow any funds.
10
<PAGE>
Item 7. Financial Statements
The financial statements are attached hereto.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
11
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act
Directors
The term of the present directors will expire concurrently with the election of
directors at the next General Meeting of Shareholders. Present Members of the
Board of Directors of the Company have served in that capacity continuously
since elected. In August of 1996, in conjunction with the change in management,
the composition of the Board of Directors was changed by the resignation of two
Directors and the temporary appointment of replacement Directors. The following
information concerning each director is presented as of December 31, 1996.
Joe R. Love
Mr. Love has been a director since June, 1989. In addition to being co-founder
and Chairman of Sinclair Capital Group, Inc., he is on the Board of Directors of
First Cash, Inc., a public company which operates a chain of pawn shops, for
which Mr. Love has served as a Board Member since 1991, and Western Country
Clubs, Inc. He has been instrumental in arranging public offerings totaling
approximately $27 million for a number of his portfolio companies. Over the last
ten years, Mr. Love has been involved in several other public companies as well
as being active in real estate and restaurant ventures. His real estate
activities include acting as general partner of a $94 million joint venture with
Metropolitan Life Insurance Company. He has also been involved as a partner in
several Hilton Hotels. Mr. Love is a graduate of the University of Oklahoma with
a BBA in Finance and is 58 years old.
Richard A. Green, Sr. [appointed Director in August 1996]
Mr. Green is current President of the Company, having been appointed in August
of 1996. He is also President of Verde, Inc., a controlling shareholder of the
Company. Mr. Green is President, CEO and Chairman of the Board of several
companies in Texas and Arkansas, doing business in the areas of real estate
acquisition and development, commercial and residential construction, and
marketing. Mr. Green is 53 years old.
Joe Foor [appointed Director in August 1996]
Mr. Foor is Chief Executive of his own Financial Consulting firm, representing
such clients as Greenbriar Corporation (a publicly-held company based in Dallas,
Texas), Priority One Computer Corporation, Park Avenue Securities Corp., and
other businesses. Mr. Foor holds a BA from The University of Oklahoma and a
Masters degree (MA) from Southern Methodist University (SMU) and is 58 years
old.
Gerald L. Jardine [Director until his resignation in August 1996]
Mr. Jardine had been a director since June, 1989. He has experience in the
fields of finance, marketing and engineering. During 1978 to 1985 he founded and
was President of Advance Method Jewelry Manufacturing, Ltd. During 1984 to the
present, Mr. Jardine has served as President and Director of International
Powertech Industries, Inc., a company established to research and develop a new
patented combustor, and is listed on the Vancouver Stock Exchange. Mr. Jardine
is also President, Chief Executive Officer, and a director of Pacific Summa
Environmental Corp.
12
<PAGE>
C. J. Lett, III [Director until resignation in August 1996]
C. J. Lett, III was appointed President of the Company in June, 1991 and served
in that capacity until August 1996. He holds a BSBA from the University of
Colorado and a JD from the Oklahoma City University School of Law. Mr. Lett is
also President of Bison Energy Corporation, established in 1981, which is
engaged in the exploration, acquisition and operation of oil and gas properties.
Executive Officers
Richard A. Green, Sr.. was appointed President in August 1996. See
discussion of Directors above.
C. J. Lett, III was appointed President in June, 1991 and resigned from
that post in August, 1996. See discussion of Directors above.
D. Keith McFall was appointed Vice President in October, 1994 as a result
of the merger of Sooner Energy Corp. and Tatonka Energy, Inc. Upon the change in
management in August of 1996, Mr. McFall resigned his office. He holds a BBA and
JD from the University of Oklahoma. Mr. McFall has been practicing corporate law
for over ten years and is currently President and Managing Partner of Phillips,
McFall, McCaffrey, McVay and Murrah, P.C., a legal firm established in 1986.
Dean Pattisson was appointed Secretary in June, 1991 and resigned August
1996. He holds a BS in Geology from the University of Colorado. Mr. Pattisson
has worked as a geological consultant for over ten years, and is currently
President of Xploration Services, Inc., a consulting firm he established in
1989, and Vice President of Exploration for Bison Energy Corporation.
Item 10.Executive Compensation
Executive Officers
The Company has one executive officer. For the Company's most recently completed
financial year, no cash compensation was paid to such executive officer.
All prior Stock Options which were granted to the employees have been forfeited
by the officers and revoked by the Company.
There are no present plans in effect pursuant to which cash or non-cash
compensation is proposed to be paid or distributed in a subsequent year.
Directors
As compensation for service as a director, each Director of the Company receives
$500 per board Meeting attended, plus expenses incurred in attending such
Meetings.
13
<PAGE>
Item 11.Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of December 31, 1996, certain information
with respect to all persons known to the Company to be the beneficial owners of
record, directly or indirectly, of more than five percent (5%) of the
outstanding Common Shares of the Company, and of all Common Stock ownership of
management.
- -------------------------------------------------------------------------------
Title of Name and Address Amount and Nature of Percent
Class of Stock of Beneficial Owner Beneficial Ownership of Class
- -------------------------------------------------------------------------------
Common stock Joe Love, Director 5,000 0.001%
Common stock Joe Foor, Director 27,413 0.5%
Common stock Verde, Inc. 2,051,136 37.2%
10850 Switzer Rd. (Richard Green, is
Suite 111 President of Verde)
Dallas, Texas 75238
- -------------------------------------------------------------------------------
Common stock All Directors and 2,083,549 37.8%
Officers as a Group
(including Verde)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Also, as of December 31, 1996, Howe & Co., a clearing house for the Vancouver
Stock Exchange, holds of record 1,148,516 Common Shares (20.8%) registered in
the name of Howe & Co. or other intermediary registrars, but for which they are
not the beneficial owner. CDS & Co., a clearing house in Toronto, Canada holds
338,035 Common Shares (6.1%) in the name of CDS & Co. The Company has no
knowledge regarding the beneficial owners of such shares.
The above information was supplied by the Company's Registrar and Transfer
Agent, by the Company, or by the Members themselves.
Item 12. Certain Relationships and Related Transactions
Management of the Company was performed by Bison Energy Corporation (affiliated
with Heritage Resources, which was a controlling interest owner in the Company
at the time) from August, 1991 through August of 1996, under a monthly fee
arrangement. In August 1996, International Green Team, Inc. (an affiliate of
Verde, Inc., which is currently a controlling interest owner in the Company)
assumed management of the Company under the same monthly fee arrangement. Total
management fees charged were $24,000 in each of the years 1996 and 1995.
Item 13. Exhibits and Reports on Form 8-K
14
<PAGE>
There was one filing of Form 8-K for the year ended December 31, 1996, which
is attached hereto as an Exhibit.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TATONKA ENERGY, INC.
Registrant
Date: March 31, 1997 BY: /s/ Richard A. Green, Sr.
Richard A. Green, Sr.,
President, Director and
Chief Financial Officer
Date: March 31, 1997 BY: /s/ Joe Foor
Joe Foor,
Director
15
<PAGE>
- ------------------------------------------------------------------------------
INDEX TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
Pages
Report of Independent
Certified Public Accountants F-2
Financial Statements:
Consolidated Balance Sheet - December 31, 1996 F-3
Consolidated Statements of Operations -
Year ended December 31, 1996 and 1995 F-4
Consolidated Statement of Stockholders' Equity -
Year ended December 31, 1996 and 1995 F-5
Consolidated Statements of Cash Flows -
Year ended December 31, 1996 and 1995 F-6
Notes to Financial Statements F-7 to F-9
F-1
<PAGE>
Report of Independent Certified Public Accountants
Board of Directors
Tatonka Energy, Inc.
We have audited the accompanying consolidated balance sheet of Tatonka Energy,
Inc. and Subsidiary as of December 31, 1996, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
two years in the period then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit including examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Tatonka Energy,
Inc. and Subsidiary as of December 31, 1996, and the consolidated results of
their operations and their cash flows for each of the two years then ended in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note B of the
financial statements, the Company has had losses in recent years, and its net
current assets have declined to $48,081. In order for the Company to continue in
existence, it must generate profitable operations or obtain financing. These
matters raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Dallas, Texas
March 14, 1997
F-2
<PAGE>
Tatonka Energy, Inc. and Subsidiary
CONSOLIDATED BALANCE SHEET
December 31, 1996
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 18,814
Assets held for sale 30,000
Construction in progress 32,081
-------
Total current assets 80,895
PROPERTY AND EQUIPMENT - AT COST,
less accumulated depreciation of $19,742 1,515
------
Total assets $ 82,410
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $ 733
Accounts payable 16,182
Advances from related party 15,899
-------
Total current liabilities 32,814
STOCKHOLDERS' EQUITY
Series "A" nonvoting preferred stock authorized,
5,000,000 shares of $1 par value;
issued and outstanding, 135,139 shares 135,139
Common stock, authorized 50,000,000 shares
of $.001 par value; issued,
5,540,556 shares 5,540
Paid-in capital 5,282,635
Accumulated deficit (5,371,008)
Treasury stock, at cost - 25,000 common shares (2,710)
-------
Total stockholders' equity 49,596
Total liabilities and stockholders' equity $ 82,410
=======
The accompanying notes are an integral part of this statement.
F-3
<PAGE>
Tatonka Energy, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31,
1996 1995
------ ------
Interest income $ 3,069 $ 5,140
Costs and expenses
Depreciation 303 14,884
General and administrative 59,793 49,027
------- -------
Total costs and expenses 60,096 63,911
------- -------
Net loss $(57,027) $(58,771)
======= =======
Loss per common share $ (0.01) $ (0.01)
===== =====
The accompanying notes are an integral part of this statement.
F-4
<PAGE>
Tatonka Energy, Inc. and Subsidiary
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Years ended December 31, 1996 and 1995
<TABLE>
<CAPTION>
Preferred stock Common stock Paid-in Accumulated Treasury stock
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Shares Amount Shares Amount capital deficit shares Amount Total
Balance at
January 1, 1995 139,251 $139,251 5,513,143 $ 5,513 $5,278,550 $(5,255,210) 25,000 $(2,710) $165,394
Conversion of
preferred stock
to common stock (4,112) (4,112) 27,413 27 4,085 - - - -
Net loss - - - - - (58,771) - - (58,771)
------- ------- ------- ------- ------- ---------- ------- -------- ---------
Balance at
December 31,
1995 135,139 135,136 5,540,556 5,540 5,282,635 (5,313,981) 25,000 (2,710) 106,623
Net loss - - - - - (57,027) - - (57,027)
------- ------- ------- ------- ------- ---------- ------- -------- ---------
Balance at
December 31,
1996 135,139 $135,139 5,540,556 $5,540 $5,282,635 $(5,371,008) 25,000 $(2,710) $ 49,596
======= ======= ======= ======= ========== ============ ======= ======== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
F-5
<PAGE>
Tatonka Energy, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
1996 1995
------ ------
Cash flows from operating activities
Net loss $(57,027) $(58,771)
Adjustments to reconcile net loss
to net cash used in operating activities
Depreciation 303 14,884
Changes in operating assets and liabilities
Construction in progress (32,081) -
Accrued expenses 733 -
Accounts payable 9,658 (1,866)
Advances from related party 15,899 -
------- -------
Net cash used in operating activities (62,515) (35,159)
Cash flows from investing activities
Purchase of property and equipment (30,000) -
------- -------
Net decrease in cash and cash equivalents (92,515) (35,159)
Cash and cash equivalents at beginning of year 111,329 146,488
------- -------
Cash and cash equivalents at end of year $ 18,814 $111,329
======= =======
The accompanying notes are an integral part of this statement.
F-6
<PAGE>
Tatonka Energy, Inc. and Subsidiary
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
The Company conducted oil and gas operations in the mid-continent region of
the United States until 1994 when it disposed of its oil and gas
properties. It is now the opinion of management that the lack of oil and
gas related operations or revenue since 1994 and the lack of any apparent
prospects for future income producing activity in that field warrant
investigation and research efforts into new fields and industries. In
November 1996, the Company entered into a contract to perform construction
services for a motel to be built in Gainesville, Texas.
Consolidation
The Company consolidates the accounts of its wholly-owned subsidiary,
Crescent Contractors, Inc. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Cash Equivalents
The Company considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents.
Use of Estimates
In preparing the company's financial statements, management is required to
make estimates and assumptions that affect the reported amounts of assets
and liabilities, the disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
NOTE B - LIQUIDITY MATTERS
The Company has had losses in recent years, and its net current assets have
declined to $48,081. In order for the company to continue in existence, it
must generate profitable operations or obtain financing. Management of the
Company believes that sufficient cash flow will be provided from its
recently commenced construction activities. However, there is no assurance
this new line of business will be profitable.
F-7
<PAGE>
Tatonka Energy, Inc. and Subsidiary
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1996 and 1995
NOTE C - INCOME TAXES
Deferred income tax assets arose from the following temporary differences
at December 31:
1996 1995
------ ------
Net operating loss carryforwards $ 75,200 $ 53,500
Property and equipment 4,500 4,500
------ ------
79,700 58,000
Less valuation allowance (79,700) (58,000)
------- -------
Net deferred tax asset $ - $ -
=== ==
The Company has net operating loss carryforwards of approximately $198,000
which will expire beginning in 2009.
A reconciliation of income taxes computed at the federal statutory rate to
income tax expense is as follows:
1996 1995
------ ------
Income tax benefit
at statutory rate $ 21,500 $ 19,982
Net operating loss not
providing a tax benefit (21,500) (19,982)
------- -------
$ - $ -
=== ===
NOTE D - ASSETS HELD FOR SALE
Assets held for sale represent restaurant furnishings and equipment. A
contract of sale in the amount of $37,448 was entered into in March 1997.
Terms provide for a cash payment of $5,000 and the balance due by May 15,
1997.
NOTE E - PREFERRED STOCK
The Company's Series A convertible preferred stock is nonvoting and has a
par value of $1. It has a 5% per annum noncumulative dividend which is only
payable if declared by the Board of Directors. Each preferred share is
convertible into 6.6667 common shares.
F-8
<PAGE>
Tatonka Energy, Inc. and Subsidiary
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1996 and 1995
NOTE F - RELATED PARTY TRANSACTIONS
Entities controlled by shareholders with controlling interests in the
Company have provided office space and managerial, accounting and clerical
services to the Company. The Company incurred fees for such services
totaling $24,000 in each of the years ended December 31, 1996 and 1995.
NOTE G - LOSS PER COMMON SHARE DATA
Loss per common share is based on the weighted average number of common
shares outstanding of 5,515,556 for 1996 and 5,506,769 for 1995.
Series A nonvoting preferred stock and common stock options are not
included in the per share computations because they are antidilutive.
NOTE H - STOCK OPTIONS
The Company granted stock options in July 1994 to certain directors and
employees to purchase 550,000 shares of the Company's common stock at
approximately $.11 per share. The options are exercisable on or before July
13, 1999, subject to termination clauses in the event employment or
directorship ceases. No options have been exercised, and all were cancelled
and revoked in 1996.
The option price was not less than the quoted market price for the stock at
the date of the option grant and, therefore, there was no compensation
expense.
F-9
<PAGE>
LIST OF TATONKA ENERGY, INC. SUBSIDIARIES
As of December 31, 1996, Tatonka Energy, Inc. has one wholly-owned subsidiary,
to-wit: Crescent Contractors, Inc., a Texas corporation formed on November 6,
1996. [end of exhibit 1]
ACCESSION NUMBER:
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT:
CONFORMED PERIOD OF REPORT:
FILED AS OF DATE:
SROS:
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: TATONKA ENERGY INC
CENTRAL INDEX KEY: 0000353904
STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381]
IRS NUMBER: 731457920
STATE OF INCORPORATION: OK
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 ACT
SEC FILE NUMBER: ________________
FILM NUMBER: ________________
BUSINESS ADDRESS:
STREET 1: 9320 EAST CENTRAL SUITE A
CITY: WICHITA
STATE: KS
ZIP: 67206
BUSINESS PHONE: 3166362667
MAIL ADDRESS:
STREET 2: 9320 EAST CENTRAL
CITY: WICHITA
STATE: KS
ZIP: 67206
FORMER COMPANY:
FORMER CONFORMED NAME: SOONER ENERGY CORP
DATE OF NAME CHANGE: 19920703
<PAGE>
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.
(State or other jurisdiction of incorporation or organization)
---------------------------
(Commission File Number)
73-1457920
(I.R.S. Employer Identification No.)
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.
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>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000353904
<NAME> Tatonka Energy, Inc.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 18,814
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 80,895
<PP&E> 1,515
<DEPRECIATION> 19,742
<TOTAL-ASSETS> 82,410
<CURRENT-LIABILITIES> 32,814
<BONDS>
0
135,139
<COMMON> 5,515,556
<OTHER-SE>
<TOTAL-LIABILITY-AND-EQUITY> 82,410
<SALES> 0
<TOTAL-REVENUES> 3,069
<CGS> 0
<TOTAL-COSTS> 60,096
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (57,027)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (57,027)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
