SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission file number 0-10701
TATONKA ENERGY, INC.
(Name of small business issuer in its charter)
Oklahoma, USA 73-1457920
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9603 White Rock Trail, Suite 100, Dallas, Texas 75238
(Address of principal executive offices)
(214) 340-9912
(Issuer's telephone number)
3535 Northwest Parkway, Dallas, TX 75225
(Former name, former address and former fiscal year, if changed since last
report)
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 No X
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 49,099,069 shares of Common
Stock, $.001 par value, as of May 4, 1998.
Transitional Small Business Disclosure Format (check one): Yes____ No X
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INDEX
PART I - FINANCIAL INFORMATION Page
Item 1. Financial Statements
Balance Sheets at March 31, 1998 (unaudited) and 1
December 31, 1997
Statements of Operations for the three months ended 2
March 31, 1998 and 1997 (unaudited)
Statements of Cash Flow for the three months ended March 31,1998 3
and 1997 (unaudited)
Notes to Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition 4
or Plan of Operation
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 5
Item 2. Changes in Securities 5
Item 3. Defaults Upon Senior Securities 5
Item 4. Submission of Matters to a Vote of Security Holders 5
Item 5. Other Information 5
Item 6. Exhibits and Reports on Form 8-K 6
Signatures 6
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<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TATONKA ENERGY, INC.
BALANCE SHEETS
ASSETS
March 31, December 31,
1998 1997
(Unaudited)
----------- -----------
<S> <C> <C>
Current Assets
Cash 116 116
----------- -----------
Total Assets $ 116 $ 116
=========== ===========
STOCKHOLDERS' EQUITY
Stockholders' Equity
Series A non-voting preferred stock authorized,
5,000,000 shares of $1 par value, issued and
outstanding, 135,139 shares at 3/31/98 and
12/31/97 135,139 135,139
Common stock, authorized 50,000,000 shares
of $.001 par value, issued 8,540,556 at
3/31/98 and 12/31/97 8,540 8,540
Additional paid-in capital 5,339,635 5,339,635
Accumulated deficit (5,480,488) (5,480,488)
Treasury stock, at cost - 25,000 common
shares (2,710) (2,710)
----------- -----------
Total Stockholders' Equity $ 116 $ 116
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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TATONKA ENERGY, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
(excluding subsidiaries)
Three Months Ended
March 31
--------
1998 1997
---- ----
Revenue
Gain on Sale of Assets $ -- $ 7,448
Interest Income -- 10
---------- -----------
Total Revenue -- 7,458
Costs and Expenses
Depreciation -- 101
General and Administrative -- 10,686
---------- -----------
Total Costs and Expenses -- 10,787
---------- -----------
Net Income/Loss $ -- $ (3,329)
========== ===========
Net Income/Loss per Common Share
Basic $ -- $ --
========== ===========
Weighted Average Number of
Shares Outstanding 6,148,432 5,540,556
========== ===========
The accompanying notes are an integral part of these financial statements.
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<TABLE>
<CAPTION>
TATONKA ENERGY, INC.
STATEMENTS OF CASH FLOW
(Unaudited)
Three Months Ended March 31
1998 1997
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income/loss $ -- $ (3,329)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation -- 101
Changes in operating assets and liabilities:
Decrease in trade accounts payable -- (733)
Gain on Sale of Fixed Assets -- (7,448)
Cash flow from investing activities:
Fixed asset additions -- --
-------- --------
Net cash used in operating activities -- (11,409)
Cash and cash equivalents at beginning of year 116 17,814
-------- --------
Cash and cash equivalents at end of year 116 $ 6,405
</TABLE>
The accompanying notes are an integral part of these financial statements
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TATONKA ENERGY, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
The balance sheet of Tatonka Energy, Inc. (the "Company") as of March 31,
1998 and December 31, 1997, the statements of operation for the first quarter,
the three months ending March 31, 1998 and 1997, and the statements of cash
flows for the periods then ended have been prepared by the Company without
audit. In the opinion of Management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows for all periods presented have been made.
The balance sheet at December 31, 1997 has been taken from the audited
financial statements at that date and condensed. Certain other information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. It is suggested that these condensed financial statements be read in
conjunction with the Company's audited financial statements and notes thereto
included in its December 31, 1997 Form 10-KSB filed with the Securities Exchange
Commission.
In March 1997, the Company sold all remaining items of restaurant
equipment it owned to Food Franchises, Inc. (an affiliate of Richard A. Green,
Sr., who was at the time the beneficial owner of a controlling interest in the
Company through the record ownership of the common stock owned by Verde, Inc.)
for a contract price of $37,448. The terms of the contact for sale included a
$5,000 down payment, due on March 18, 1997, with the balance due on or before
May 15, 1997. The carrying value on the books of the Company for such equipment
was $30,000, resulting in a profit of $7,448 for the first quarter of 1997.
Subsequently during the fiscal year, on July 7, 1997, in connection with
the sale of Mr. Green's and Verde, Inc.'s control, the Company sold the
$37,448.00 receivable to Verde, Inc., in exchange for the assumption of
liabilities of the Company in the amount of $25,636. The Company recognized a
loss on that transaction of $11,812.
For purposes of the statements of cash flows, only cash is used as the
Company does not have any items meeting the definitions of cash equivalents
contained in Statement of Financial Accounting Standards No. 95.
Item 2. Management's Discussion and Analysis of Financial Condition or Plan of
Operation
(a) Plan of Operation.
As of March 31, 1998, the end of the quarter for which this report is
filed, the Company has only nominal assets, no liabilities, no current business
operations and no employees. However, effective April 3, 1998, pursuant to an
agreement and plan of reorganization and merger, between the
4
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Company and Phy.Med., Inc. (PhyMed), the Company acquired 80% of the outstanding
capital stock of PhyMed in exchange for 68,915,409 shares of common stock. The
merger, which will result in the former PhyMed shareholders owning approximately
87.9% of the outstanding Common Stock of the Company, will be accounted for as a
reverse acquisition whereby PhyMed will be deemed to the acquiring company.
Financial information for PhyMed as of December 31, 1997, and for the year
then ended is presented below:
Total assets $3,941,642
Stockholders' deficit ($734,925)
Net revenue $3,643,494
Net loss ($143,659)
PhyMed has 30 full-time employees, none of whom is represented by a labor
union. PhyMed considers its employee relations to be good.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
In this report Management has chosen to exclude financial data regarding
its wholly-owned subsidiary, Crescent Contractors, Inc., which was sold in July
1997. This is a substantial change from
5
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the reporting and accounting method employed in the preparation of the audited
financial statements in the Company's 1996 Form 10-KSB filed on March 31, 1997.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule.
(b) Reports on Form 8-K
Not applicable
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
TATONKA ENERGY, INC.
Registrant
Date: September 11, 1998 BY: /s/ George C. Barker
-----------------------
George C. Barker
Chairman of the Board, President and Chief
Executive Officer (Principal Executive Officer
and Principal Financial Officer)
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INDEX OF EXHIBITS
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
7
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<CIK> 0000353904
<NAME> TATONKA ENERGY, INC.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 116
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 116
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 116
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
135,139
<COMMON> 8,540
<OTHER-SE> (143,563)
<TOTAL-LIABILITY-AND-EQUITY> 116
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
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