TATONKA ENERGY INC
10QSB, 1999-01-05
MEDICAL LABORATORIES
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                       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 September 30, 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)

- --------------------------------------------------------------------------------
(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 X No

         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 December 1, 1998.

         Transitional Small Business Disclosure Format (check one): Yes  No X   


<PAGE>



<TABLE>

<CAPTION>

                                                       
                                      INDEX

PART I - FINANCIAL INFORMATION                                                         Page
<S>                                                                                    <C>     


Item 1.        Financial Statements

            Consolidated Balance Sheets at September 30, 1998 (unaudited) and            1
              December 31, 1997

            Consolidated  Statements of Operations for the three months ended
              3  September  30,  1998 and 1997  (unaudited)  and for the nine
              months ended September 30, 1998 and 1997 (unaudited)

             Consolidated Statement of Changes in Shareholders' Deficit for the          4
               nine months ended September 30, 1998 (unaudited)

            Consolidated Statements of Cash Flows for the nine months ended              5
              September 30, 1998 and 1997 (unaudited)

            Notes to Financial Statements                                                6

Item 2.        Management's Discussion and Analysis of Financial Condition               9
                            or Plan of Operation


PART II - OTHER INFORMATION

Item 1.        Legal Proceedings                                                         12

Item 2.        Changes in Securities and Use of Proceeds                                 12

Item 3.        Defaults Upon Senior Securities                                           12

Item 4.        Submission of Matters to a Vote of Security Holders                       12

Item 5.        Other Information                                                         12

Item 6.        Exhibits and Reports on Form 8-K                                          13

Signatures                                                                               14

</TABLE>

                                       2

<PAGE>

<TABLE>

<CAPTION>
                                                         
                       Tatonka Energy, Inc. and Subsidiary

                           CONSOLIDATED BALANCE SHEETS






                                                        December 31,   September 30,
                               ASSETS                       1997            1998 
                                                        ------------   -------------
<S>                                                     <C>            <C>

                                                                        (Unaudited)

CURRENT ASSETS
   Cash                                                 $    37,233    $    14,254
   Accounts receivable - trade, less allowance for
       doubtful accounts and contractual allowances
       of $1,668,867 and $950,074, respectively           2,280,547      2,356,405
   Receivable - related party                                58,270         95,811
                                                        -----------    -----------

         Total current assets                             2,376,050      2,466,470

PROPERTY AND EQUIPMENT
   Clinic and medical equipment                           3,561,415      3,566,690
   Furniture and equipment                                   89,797         95,042
   Computer hardware and software                            54,616        403,450
   Leasehold improvements                                   381,420        381,420
                                                        -----------    -----------
                                                          4,087,248      4,446,602
       Less accumulated depreciation and amortization    (2,889,189)    (3,319,562)
                                                        -----------    -----------
                                                          1,198,059      1,127,040

OTHER ASSETS
   Deferred income tax asset                                354,000        354,000
   Other                                                     13,533         16,321
                                                        -----------    -----------
                                                            367,533        370,321
                                                        -----------    -----------

                                                        $ 3,941,642    $ 3,963,831
                                                        ===========    ===========

</TABLE>


        The accompanying notes are an integral part of these statements.

                                       3

<PAGE>

<TABLE>

<CAPTION>

                       Tatonka Energy, Inc. and Subsidiary

                     CONSOLIDATED BALANCE SHEETS - CONTINUED






                                                                                          Pro forma 
                                                                                        shareholders'
                                                                                          deficit at 
LIABILITIES AND SHAREHOLDERS'                           December 31,   September 30,    September 30,
       DEFICIT                                             1997             1998             1998 
                                                        ------------   -------------    -------------
<S>                                                     <C>            <C>              <C>    

                                                                        (Unaudited)      (Note A) 

CURRENT LIABILITIES
   Current maturities of long-term debt                 $ 1,173,830    $ 2,274,331
   Accounts payable - trade                                 192,407        643,460
   Payable to factor                                        758,755        408,434
   Accrued expenses                                         176,419        305,238
   Deferred income tax liability                            695,000        646,389
                                                        -----------    -----------

                  Total current liabilities               2,996,411      4,277,852

LONG-TERM LIABILITIES
   Long-term debt, less current maturities                1,646,254        356,567
   Deferred rent                                             33,902         33,902
                                                        -----------    -----------

                  Total liabilities                       4,676,567      4,668,321

SHAREHOLDERS' DEFICIT
   Common stock - $1 par value per share; authorized,
       issued and outstanding, 1,000 shares                   1,000           --             --   
   Common stock - $.001 par value per share;
       authorized, 50,000,000 shares; issued
       and outstanding, 49,099,069 shares                      --           49,099         78,431
   Series "A" nonvoting convertible preferred
       stock, $1 par value per share; issued
       and outstanding, 135,139 shares                         --          135,139        135,139
   Additional paid-in capital                                22,254         16,691           --   
   Unearned ESOP compensation                              (333,532)      (248,720)      (248,720)
   Retained earnings (accumulated deficit)                  422,935       (656,699)      (669,340)
                                                        -----------    -----------    -----------
                                                            112,657       (704,490)      (704,490)
       Less treasury stock, at cost (226 shares)           (847,582)          --             --   
                                                        -----------    -----------    -----------

                  Total shareholders' deficit              (734,925)      (704,490)   $  (704,490)
                                                        -----------    -----------    ===========

                                                        $ 3,941,642    $ 3,963,831
                                                        ===========    ===========
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>

<TABLE>

<CAPTION>

                       Tatonka Energy, Inc. and Subsidiary

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                                       Three months                     Nine months 
                                                    ended September 30,             ended September 30, 
                                                ----------------------------    ----------------------------
                                                     1997           1998             1997           1998 
                                                ------------    ------------    ------------    ------------
<S>                                             <C>            <C>              <C>             <C>

Revenues
   Gross patient billings                       $  1,663,145    $  1,271,343    $  4,538,405    $  3,793,723
   Less allowances                                  (687,473)       (440,638)     (1,826,101)     (1,298,248)
                                                ------------    ------------    ------------    ------------

                  Net patient billings               975,672         830,705       2,712,304       2,495,475

   Contracted services                                  --           178,023            --           374,391
   Other                                              35,036          11,845          35,036          11,845
                                                ------------    ------------    ------------    ------------

                  Total revenues                   1,010,708       1,020,573       2,747,340       2,881,711

Operating expenses                                  (745,009)     (1,005,091)     (2,389,892)     (2,767,936)
                                                ------------    ------------    ------------    ------------

                  Operating profit                   265,699          15,482         357,448         113,775

Other income (expenses)
   Interest expense                                 (102,229)        (42,900)       (303,276)       (171,744)
   Factoring fees                                    (29,658)        (15,572)        (80,976)        (49,733)
   Miscellaneous income                                  137              35             249          (4,343)
                                                ------------    ------------    ------------    ------------
                                                    (131,750)        (58,437)       (384,003)       (225,820)
                                                ------------    ------------    ------------    ------------

                  Net earnings (loss) before
                      income taxes                   133,949         (42,955)        (26,555)       (112,045)

Deferred income tax expense (benefit)                 48,120          (9,361)         (9,880)        (40,861)
                                                ------------    ------------    ------------    ------------

                  NET EARNINGS (LOSS)           $     85,829    $    (33,594)   $    (16,675)   $    (71,184)
                                                ============    ============    ============    ============


Earnings (loss) per share - basic and diluted   $       --              --              --              --   

Weighted average shares                           39,583,513      49,099,069      39,583,513      45,927,217

Pro forma earnings (loss) per share - basic
   and diluted                                  $       --              --              --              --   

Weighted average shares                           69,415,409      78,930,965      69,415,409      75,759,113

</TABLE>


        The accompanying notes are an integral part of these statements.

                                       5

<PAGE>

<TABLE>

<CAPTION>

                       Tatonka Energy, Inc. and Subsidiary

           CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT
                                   (Unaudited)


                                                                                                           Retained 
                                                                            Additional      Unearned        earnings 
                                         Common stock         Preferred      paid-in          ESOP       (accumulated  
                                     Shares        Amount       stock        capital      compensation      deficit)   
                                  -----------   ----------   -----------   -----------    ------------   ------------  
<S>                               <C>          <C>           <C>           <C>            <C>            <C>

Balance at January 1, 1998             1,000   $     1,000   $      --     $    22,254    $  (333,532)   $   422,935   

Merger of Tatonka Energy, Inc. 
   and Phy. Med., Inc. and
   recapitalization               49,098,069        48,099       135,139       (22,254)          --       (1,008,450)  

Amortization of unearned ESOP
   compensation, net of taxes
   of $4,000                            --            --            --          16,691         84,812           --     

Net loss                                --            --            --            --             --          (71,184)  
                                 -----------   -----------   -----------   -----------    -----------    -----------   

Balance at June 30, 1998          49,099,069   $    49,099   $   135,139   $    16,691    $  (248,720)   $  (656,699)  
                                 ===========   ===========   ===========   ===========    ===========    ===========   


                               


                                        
                                                Treasury stock                      
                                              Shares        Amount        Total           
                                         -----------    -----------    -----------  
Balance at January 1, 1998                       226    $  (847,582)   $  (734,925) 
                                                                                    
Merger of Tatonka Energy, Inc.                                                      
   and Phy. Med., Inc. and                                                          
   recapitalization                             (226)       847,582            116  
                                                                                    
Amortization of unearned ESOP                                                       
   compensation, net of taxes                                                       
   of $4,000                                    --             --          101,503  
                                                                                    
Net loss                                        --             --          (71,184) 
                                         -----------    -----------    -----------  
                                                                                    
Balance at June 30, 1998                        --      $      --      $  (704,490) 
                                         ===========    ===========    ===========  
                                        

</TABLE>


        The accompanying notes are an integral part of these statements.

                                       6
                               
<PAGE>


<TABLE>

<CAPTION>

                       Tatonka Energy, Inc. and Subsidiary

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                                     Nine months 
                                                                 ended September 30, 
                                                               -----------------------
                                                                 1997         1998 
                                                               ----------   ----------
<S>                                                           <C>           <C>

Cash flows from operating activities
    Net loss                                                   $ (16,675)   $ (71,184)
    Adjustments to reconcile net income (loss) to net cash
      provided by operating activities:
            Depreciation and amortization                        467,290      430,373
            Amortization of unearned ESOP compensation           111,253      101,503
            Deferred income taxes                                 (9,880)     (48,611)
            Changes in operating assets and liabilities
              Receivables                                         13,634      (75,858)
              Prepaid expenses and other current assets           (3,297)     (40,329)
              Accounts payable and other current liabilities     (24,055)     579,872
                                                               ---------    ---------

              Net cash provided by operating activities          538,270      875,766

Cash flows from investing activities
    Purchase of property assets                                   (6,649)    (359,354)
    Merger                                                          --            116
                                                               ---------    ---------

              Net cash used in investing activities               (6,649)    (359,238)

Cash flows from financing activities
    Proceeds from (payments to) factoring company - net          303,328     (350,321)
    Repayments of debt                                          (773,128)    (189,186)
                                                               ---------    ---------

              Net cash used in financing activities             (469,800)    (539,507)
                                                               ---------    ---------

              Net increase (decrease) in cash                     61,821      (22,979)

Cash at beginning of period                                        2,980       37,233
                                                               ---------    ---------

Cash at end of period                                          $  64,801    $  14,254
                                                               =========    =========

</TABLE>


        The accompanying notes are an integral part of these statements.

                                       7

<PAGE>

                                                      
                       Tatonka Energy, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




NOTE A  - BASIS OF PRESENTATION

   Effective April 3, 1998, Tatonka Energy, Inc. ("Tatonka") acquired 80% of the
   outstanding  capital stock of Phy Med Diagnostic Imaging Center Dallas,  Inc.
   ("Phy Med"),  pursuant to an agreement and plan of reorganization  and merger
   (the Agreement).  The Agreement provides that consideration  given by Tatonka
   consists of the  issuance  of  68,915,409  Tatonka  common  shares.  However,
   pending  shareholder  approval of an increase in the authorized common shares
   of Tatonka, only 39,583,513 shares have been issued. Shareholders' deficit in
   the  accompanying  balance  sheet  reflects  on the Tatonka  shares  actually
   issued. Pro forma shareholders'  deficit and pro forma loss per share reflect
   the  additional  29,331,896  shares  that  are  required  to be  issued  upon
   shareholder approval.

   At the date of the merger,  Tatonka had nominal  assets,  consisting  only of
   $116 in cash and no liabilities. The terms of the merger result in the former
   Phy Med  shareholders  owning  approximately  87% of the outstanding  Tatonka
   common   stock.   Therefore,   the  merger  has  been   accounted  for  as  a
   recapitalization of Phy Med. The accompanying financial statements which have
   been captioned "Tatonka Energy, Inc.", pending shareholder approval to change
   the name to Phy Med,  Inc.,  are those of Phy Med for all periods  presented.
   Phy Med is referred to herein as "the Company".

   The consolidated  financial statements contained herein have been prepared by
   the  Company  pursuant to the rules and  regulations  of the  Securities  and
   Exchange Commission. In the opinion of management,  all adjustments necessary
   for  a  fair  presentation  of  the  consolidated  financial  position  as of
   September 30, 1997 and 1998 have been made. In addition, all such adjustments
   made, in the opinion of management,  are of a normal  recurring  nature.  The
   results of operations for the interim  periods  presented are not necessarily
   indicative of the results to be expected for the full fiscal year.

   Certain information and footnote  disclosures  normally included in financial
   statements   prepared  in  accordance  with  generally  accepted   accounting
   principles have been condensed or omitted for the interim periods pursuant to
   the interim  reporting rules of the Securities and Exchange  Commission.  The
   interim consolidated  financial statements should be read in conjunction with
   the audited consolidated financial statements and related notes of Phy. Med.,
   Inc. for the year ended  December 31, 1997,  included in the  Company's  Form
   8-K/A.


NOTE B - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Nature of Business
   ------------------

   The Company is engaged in the  business of  operating  a  diagnostic  imaging
center, located in Dallas, Texas.

   A summary of the significant  accounting  policies applied in the preparation
   of the accompanying financial statements follows.

                                       8

<PAGE>



NOTE B - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
             Continued

   Revenue Recognition and Receivables
   -----------------------------------

   Net patient  revenue is recorded as services are  rendered,  at the estimated
   realizable  amounts from patients,  third-party  payers and others based upon
   contractual  arrangements.  Provisions  are made for estimated  uncollectible
   accounts and are reflected in the financial statements as bad debts, included
   in operating expenses.

   Property and Equipment
   ----------------------

   Property and equipment are stated at cost less  accumulated  depreciation and
   amortization.  Depreciation  and  amortization  are  provided  for in amounts
   sufficient to relate the cost of depreciable  assets to operations over their
   estimated  service  lives,  which  range  from  three to five  years,  by the
   straight-line   method.   Leasehold   improvements   are   amortized  by  the
   straight-line  method over the lives of the respective  leases or the service
   lives of the improvements, whichever is shorter.

   Deferred Rent
   -------------

   The cost of the  Company's  lease for office  space is  accounted  for by the
   straight-line method. The difference between the net cash requirements of the
   lease and straight-line  method is reflected on the balance sheet as deferred
   rent.

   Use of Estimates
   ----------------

   In preparing  financial  statements in  conformity  with  generally  accepted
   accounting   principles,   management  is  required  to  make  estimates  and
   assumptions that effect the reported  amounts of assets and liabilities,  the
   disclosure of contingent  assets and liabilities at the date of the financial
   statements,  the  reported  amounts  of  revenues  and  expenses  during  the
   reporting period. Actual results could differ from those estimates.


NOTE C - LOSS PER SHARE

   Loss  per  share  has  been  calculated  based  upon  the  number  of  shares
   (39,583,513)  issued by Tatonka on April 3, 1998, for the  acquisition of Phy
   Med, with retroactive  application to all periods  presented.  For the period
   subsequent to April 3, 1998, weighted average shares outstanding include also
   the outstanding shares of Tatonka  (9,515,556) held by the pre-merger Tatonka
   shareholders.

   No effect has been given in the  calculation  of loss per share to the effect
   of the Series A convertible  preferred  stock,  because the result of assumed
   conversion is antidilutive.

                                       9


<PAGE>


NOTE D - FINANCING DEFAULTS

   At September  30, 1998,  the Company was in arrears on payments due on a note
   to DVI Finance Company (DVI) and equipment  financing leases accounted for as
   capital  leases.  These  financings  constitute  $1,930,904 in liabilities at
   September 30, 1998.

   In August 1998, DVI obtained an injunction  that  prohibited the Company from
   disbursing  funds without the consent of DVI. In December  1998,  the Company
   settled  with DVI by  payment of  $245,530  in  principal  and  interest  and
   approximately $21,000 in related expenses.

   On December 7, 1998,  the lessor gave notice of intention to  accelerate  the
   outstanding balances aggregating $1,664,246.  The outstanding balances on the
   note and the equipment leases have been classified as current  liabilities in
   the balance sheet at September 30, 1998.




                                       10

<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition or Plan of
         Operation

              (a) Plan of Operation.

                     Not applicable.

              (b) Management's  Discussion  and Analysis of Financial Condition 
                  and Results of Operations.

RESULTS OF OPERATIONS

         The  following  table sets  forth  operating  data of the  Company as a
percentage of total revenue for the periods indicated:

                                            Three months     Nine months
                                            --------------   --------------
                                            1997     1998    1997    1998
                                            -------------------------------
         Total revenue                      100.0%   100.0%  100.0%  100.0%
         Operating expenses                  73.7     98.5    87.0    96.1
                                            -------------------------------

         Operating profit                    26.3      1.5    13.0     3.9
         Other expenses                      13.0      5.7    14.0     7.8
                                            -------------------------------


         Net earnings (loss) before tax      13.3     (4.2)   (1.0)   (3.9)

         Income tax                           4.8     (0.9)   (0.4)   (1.4)
                                            -------------------------------

         Net earnings (loss)                  8.5     (3.3)   (0.6)   (2.5)


Three Months Ended September 30, 1998 with three Months Ended September 30, 1997

         Net patient  revenue  decreased  14.9% to $830,705 for the three months
ended  September30,  1998 from $975,672 for the three months ended September 30,
1997.  This  decrease was due  primarily to the opening of an imaging  center in
Plano, Texas that is managed by PhyMed.

         Total  patient  revenue  decreased  by 1% to  $1,010,708  for the three
months  ended  September  30, 1998 from  $1,020,573 for the three  months  ended
September 30, 1997. The decrease is due primarily to loss of net patient revenue
($145,000)  resulting from the opening of the Plano imaging center. This loss of
net  patient  revenue  was  materially   offset  by  Contract  services  revenue
($178,000) related to a capitated contract that started in August 1998.

                                       11

<PAGE>


         Operating expenses increased by 34.9% to $1,005,091for the three months
ended  September  30,1998 from $745,009 for the three months ended September 30,
1997.  This  increase was primarily  due to the  Company's  expanded  operations
through its capitated  services  contracts  ($156,000) and to the reorganization
and merger expenses ($57,260).

         Operating  profit  decreased  by 94.1 %to $15,482 for the three  months
ended  September  30,1998  from an  operating  profit of $265,699  for the three
months  ended  September  30,  1997.  The  decrease is due  primarily to reduced
patient  revenue  resulting from the opening of the Plano imaging center and the
reorganization expenses.

         Other expenses decreased by 55.6% to $58,437 for the three months ended
September  30,1998 from $131,750 for the three months ended  September  30,1997.
The  decrease  was  due  primarily  to  reduced   interest   expense   ($59,329)
attributable to notes related to treasury stock and to ESOP stock acquisition.

         The Company incurred a net loss of ($33,594) for the three months ended
September  30,1998 as compared to a net earnings of $85,829 for the three months
ended  September 30, 1997. This decrease in earnings is primarily due to reduced
patient  revenue and  reorganization  costs less the impact of reduced  interest
expense.


Nine Months  Ended  September  30,  1998  Compared  with the Nine  Months  Ended
September 30, 1997

         Net patient revenue decreased by 8.0% to $2,495,475 for the nine months
ended September 30, 1998 from $2,712,304 for the nine months ended September 30,
1997.  The  decrease was due  primarily  to the opening of an imaging  center in
Plano, Texas that is managed by PhyMed.

         Total revenue increased by 4.9% to $2,881,711 for the nine months ended
September 30, 1998 from $2,747,430 for the nine months ended September 30, 1997.
The increase was due primarily to revenue associated with the capitated services
contracts.

         Operating expenses increased by 15.8% to $2,767,936 for the nine months
ended  September 30, 1998 from  $2,389,892  for the nine months ended  September
30,1997.   This  was  due   primarily  to  the  expenses   resulting   from  the
reorganization  and merger effective April 1, 1998 between Tatonka Energy,  Inc.
and  Phy.Med.,Inc.  ($157,000)  and the  costs  associated  with  the  capitated
services contracts ($324,000).  Operating expenses, excluding reorganization and
capitated  contract  services,  decreased 4.3% to $2,286,936 for the nine months
ended September 30,1998.

         Operating  profit decreased 68.2% to $113,775 for the nine months ended
September 30, 1998 from  $357,448 for the nine months ended  September 30, 1997.
This decrease is due primarily to the reorganization expense.

                                       12

<PAGE>


         Other expenses decreased by 41.2% to $225,820 for the nine months ended
September  30, 1998 from $384,003 for the nine months ended  September  30,1997.
This  decrease  was  due  primarily  to  reduced  interest  expenses  ($131,532)
attributable  to notes related to the purchase of treasury stock and to the ESOP
stock acquisition and reduced factoring fees ($31,243).

         Net loss  increased  by 326.9% to  ($71,184)  for the nine months ended
September  30,1998 from ($16,675) for the nine months ended  September  30,1997.
The Increase  was due  primarily  to cost of  reorganization  less the impact of
reduced interest and factoring expenses.

LIQUIDITY AND CAPTIAL RESOURCES

         In February 1998 the company  factoring  accounts  receivable  demanded
that  PhyMed  repay  approximately  $200,000  in  uncollected  old  accounts.  A
compromise was reached  reducing the advances from the factoring  company on new
accounts  submitted  from 54% to 38%. The amount  outstanding  to the  factoring
company at  September  30, 1998 is $408,628 as compared to a balance of $738,755
at December 31. 1997.  PhyMed is currently  negotiating  with another  factoring
firm to arrange new financing of accounts  receivable  and the retirement of the
existing  factoring  debt of  approximately  $304,770 as of November 31, 1998 on
terms more favorable to the Company.  There is no assurance that any refinancing
will take place or that it will be favorable to PhyMed.

         The unscheduled  repayment of $383,127 to the factoring  company during
the nine months ended  September  30,1998  resulted in less cash  available  for
operations.  This coupled with the reorganization expenses and decreased patient
revenue  resulted  in an  increase  accounts  payable  and  accrued  expenses at
September 30, 1998.

         At  September  30,1998 the  Company is in default on certain  equipment
financings with Siemens Credit  Corporation  ("Siemens") and a subsidiary of DVI
Capital ("DVI").  These financings  constitute $1,930,904 in current liabilities
reflected on the September 30, 1998 Consolidated Balance Sheet. Additionally the
real estate lease related to the premises  occupied by the Company is in default
and in arrears approximately $50,000 at November 30,1998.

         In July 1998 DVI filed suit  seeking  payment on its  financing  and in
August obtained an injunction against PhyMed disbursing funds without consent of
DVI.  This suit was settled for $245,530 in principal  and interest plus $21,130
in related expenses in December 1998, and the injunction was dissolved.

         On December 7, 1998 Siemens gave notice of intention to accelerate  the
balances due on certain equipment financings  representing $1,664,246 of current
maturities of long term debt at September 30, 1998.  Should PhyMed be successful
in  refinancing  it accounts  receivable  adequate  funds should be available to

                                       13

<PAGE>

restructure the Siemens notes. There is no assurance that the restructuring will
take place or that it will take place on terms favorable to PhyMed.

         Management is developing a refinancing plan that it believes will allow
the Company to increase its financial strength;  grow through acquisitions;  and
increase  same store sales.  However,  there is no assurance the Company will be
able to accomplish any of this, or do so profitably.




                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         On July  10,  1998,  DVI  Financial  Services  (DVI)  filed  a  lawsuit
(98-5324-D) against PhyMed in the 95th Judicial District Court in Dallas County,
Dallas.  DVI was seeking payment on the loan which was reported in the Company's
Form 10-QSB for the quarter ended June 30, 1998,  as being in default.  The suit
also sought  damages and attorneys'  fees. In addition,  on August 10, 1998, DVI
sought and obtained  injunctive  relief that  restrained  PhyMed from disbursing
funds without the consent of DVI.

         In December 1998, PhyMed and DVI entered into an Agreed Judgment in the
amount of $264,338,  PhyMed paid DVI the agreed  amount,  and the injunction was
dissolved.


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

               Not applicable.


Item 6.  Exhibits and Reports on Form 8-K

              (a)  Exhibits

                  27       Financial Data Schedule


              (b)  Reports on Form 8-K

                  Not applicable

                                       14

<PAGE>


                                   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:    January 5, 1999          BY:   /s/ George C. Barker
                                     -----------------------
                                            George C. Barker

                                  Chairman of the Board, President and Chief
                                  Executive Officer (Principal Executive Officer
                                  and Principal Financial Officer)
















                                       15


<PAGE>


                                INDEX OF EXHIBITS


            Exhibit No.                               Description
            -----------                               -----------


                27       Financial Data Schedule

















                                       16





<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000353904
<NAME>                        TATONKA ENERGY, INC.
<MULTIPLIER>                                       1
<CURRENCY>                                         US DOLLARS
       
<S>                           <C>
<PERIOD-TYPE>                 9-MOS
<FISCAL-YEAR-END>                                  DEC-31-1998
<PERIOD-START>                                     JAN-01-1998
<PERIOD-END>                                       SEP-30-1998
<EXCHANGE-RATE>                                              1
<CASH>                                                  14,254
<SECURITIES>                                                 0
<RECEIVABLES>                                        3,306,479
<ALLOWANCES>                                           950,074
 <INVENTORY>                                                 0
<CURRENT-ASSETS>                                     2,466,470
<PP&E>                                               4,446,602
<DEPRECIATION>                                       3,319,562
<TOTAL-ASSETS>                                       3,963,831
<CURRENT-LIABILITIES>                                4,277,852
<BONDS>                                                356,567
                                        0
                                            135,139
<COMMON>                                                49,099
<OTHER-SE>                                            (888,728)
<TOTAL-LIABILITY-AND-EQUITY>                         3,963,831
<SALES>                                              2,495,475
<TOTAL-REVENUES>                                     2,881,711
<CGS>                                                        0
<TOTAL-COSTS>                                                0
<OTHER-EXPENSES>                                     2,767,936
<LOSS-PROVISION>                                             0
<INTEREST-EXPENSE>                                     171,744
<INCOME-PRETAX>                                       (112,045)
<INCOME-TAX>                                            40,861
<INCOME-CONTINUING>                                    (71,184)
<DISCONTINUED>                                               0
<EXTRAORDINARY>                                              0
<CHANGES>                                                    0
<NET-INCOME>                                           (71,184)
<EPS-PRIMARY>                                                0
<EPS-DILUTED>                                                0
        


</TABLE>


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