##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-QSB
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended January 31, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from  to
 Commission File Number 000-50190
 TATONKA OIL AND GAS, INC.
  Colorado
(State or other jurisdiction of 
incorporation or organization)
    
    
    
    47-0877018
(IRS Employer Identification No.)950 Seventeenth Street, Suite 2300Denver, Colorado
(Address of principal executive office)
    
    80202
(Postal Code)
    
    (303) 476-4100
(Issuers telephone number)
  
 þ o
 o þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer
o
    
    Smaller reporting company
þ(Do not check if a smaller reporting company)
  þ o




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##### 



PagePart I
    
    
    3Item 1. Financial Statements
    
    
    3Consolidated Balance SheetsAs of January 31, 2008 (Unaudited) and October 31, 2007 (Audited)
    
    
    3Consolidated Statements of OperationsFor the Three Months Ended January 31, 2008 and 2007 and for the Period from March 5, 2004
(Inception) to January 31, 2008 (Unaudited)
    
    
    4Consolidated Statement of Stockholders EquityFor the Period from March 5, 2004 (Inception) to January 31, 2008(Unaudited)
    
    
    5Consolidated Statements of Cash FlowsFor the Three Months Ended January 31, 2008 and 2007 and for the Period from March 5, 2004
(Inception) to January 31, 2008 (Unaudited)
    
    
    6Notes to Consolidated Financial Statements (Unaudited)
    
    
    7Item 2. Managements Discussion and Analysis or Plan of Operation
    
    
    18Item 3. Controls and Procedures
    
    
    24Part II
    
    
    25Item 1. Legal Proceedings
    
    
    25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 3. Defaults Upon Senior Securities
    
    
    25Item 4. Submission of Matters to a Vote of Security Holders
    
    
    25Item 5. Other Information
    
    
    25Item 6. Exhibits
    
    
    25Signatures
    
    
    26Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
    2




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##### Table of Contents



PART I
 
 Item 1.
    
    Financial Statements
 
 TATONKA OIL AND GAS, INC.
 January 31,
    
    
    October 31,2008
    
    
    2007(Unaudited)
    
    
    (Audited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    5,031
    
    
    $
    61,325Receivable on unproved property sale
    
    
    203,615
    
    
    
    Prepaid expenses
    
    
    88,258
    
    
    
    35,400Inventory held for sale
    
    
    129,378
    
    
    
    133,346Total current assets
    
    
    426,282
    
    
    
    230,071Property, plant and equipment:Oil and gas properties, at cost, using full cost method -Unevaluated properties
    
    
    1,798,561
    
    
    
    2,500,114Unevaluated wells, equipment and facilities
    
    
    1,455,477
    
    
    
    1,436,752Total oil and gas properties
    
    
    3,254,038
    
    
    
    3,936,866Other assets:Office equipment, net of depreciation
    
    
    69,156
    
    
    
    82,630Deposits
    
    
    30,000
    
    
    
    30,000Deposit on property acquisition
    
    
    196,000
    
    
    
    196,000Total other assets
    
    
    295,156
    
    
    
    308,630Total assets
    
    $
    3,975,476
    
    
    $
    4,475,567LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    799,567
    
    
    $
    800,879Due to related parties
    
    
    120,449
    
    
    
    1,392,029Note payable
 related party, net of discount of $41,251 at January 31, 2008
    
    
    1,302,171
    
    
    
    Note payable  other
    
    
    398,226
    
    
    
    398,226Bridge loan, net of discount of $88,486 at January 31, 2008 and
$156,657 at October 31, 2007
    
    
    311,514
    
    
    
    143,343Total current liabilities
    
    
    2,931,927
    
    
    
    2,734,477Stockholders equity:Preferred stock, $0.001 par value, 25,000,000 shares authorized, none issued
    
    
    
    
    
    
    Common stock, $0.00025 par value, 100,000,000 shares authorized,
55,000,000 issued and outstanding at January 31, 2008 and
October 31,
2007, respectively
    
    
    13,750
    
    
    
    13,750Additional paid-in capital
    
    
    8,631,808
    
    
    
    8,233,300Deficit accumulated during the exploration stage
    
    
    (7,602,009
    )
    
    
    (6,505,960
    )Total stockholders equity
    
    
    1,043,549
    
    
    
    1,741,090Total liabilities and stockholders equity
    
    $
    3,975,476
    
    
    $
    4,475,567
   3




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##### Table of Contents



TATONKA OIL AND GAS, INC.      Unaudited
 Three months endedJanuary 31,
    
    
    Inception to2008
    
    
    2007
    
    
    January 31, 2008Revenues:Oil and gas sales
    
    $
    
    
    
    $
    
    
    
    $
    Total Revenue
    
    
    
    
    
    
    
    
    
    
    Costs and expenses:General and administrative
    
    
    873,672
    
    
    
    1,051,809
    
    
    
    6,779,379Depreciation, depletion and amortization
    
    
    13,474
    
    
    
    6,932
    
    
    
    59,532Research and development
    
    
    9,534
    
    
    
    54,324
    
    
    
    437,388Expired Leases
    
    
    
    
    
    
    78,038
    
    
    
    Geological and geophysical expense
    
    
    
    
    
    
    
    
    
    
    6,980Total costs and expenses
    
    
    896,680
    
    
    
    1,191,103
    
    
    
    7,283,279Operating loss
    
    
    (896,680
    )
    
    
    (1,191,103
    )
    
    
    (7,283,279
    )Other income (expense):Interest income
    
    
    348
    
    
    
    1,770
    
    
    
    3,441Interest expense
    
    
    (199,717
    )
    
    
    
    
    
    
    (322,171
    )Total other income (expense)
    
    
    (199,369
    )
    
    
    1,770
    
    
    
    (318,730
    )Net loss before income taxes
    
    
    (1,096,049
    )
    
    
    (1,189,333
    )
    
    
    (7,602,009
    )Income taxes
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (1,096,049
    )
    
    $
    (1,189,333
    )
    
    $
    (7,602,009
    )Basic and diluted loss per common share
    
    $
    (0.02
    )
    
    $
    (0.02
    )
    
    $
    (0.36
    )Weighted average number of shares
outstanding
    
    
    55,000,000
    
    
    
    55,000,000
    
    
    
    21,076,219
   4




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##### Table of Contents



TATONKA OIL AND GAS, INC     Unaudited
 Additional
    
    
    CommonCommon Stock
    
    
    Paid-in
    
    
    Stock to be
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Capital
    
    
    Issued
    
    
    DeficitCapital contributions
    
    
    10,101,138
    
    
    $
    2,525
    
    
    $
    850,475
    
    
    $
    
    
    
    $
    Distributions
    
    
    (2,972,316
    )
    
    
    (743
    )
    
    
    (250,257
    )
    
    
    
    
    
    
    Net loss from March 5, 2004 to December 31, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (67,270
    )Balance December 31, 2005
    
    
    7,128,822
    
    
    
    1,782
    
    
    
    600,218
    
    
    
    
    
    
    
    (67,270
    )Contribution of Company expenses paid by member
    
    
    7,871,178
    
    
    
    1,968
    
    
    
    662,721
    
    
    
    
    
    
    
    Issuance of common stock on October 30, 2006 for the net
assets of New Pacific Ventures Inc. at acquisition
    
    
    30,000,000
    
    
    
    7,500
    
    
    
    (119,139
    )
    
    
    
    
    
    
    Common stock to be issued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,613,306
    
    
    
    Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (640,337
    )Balance October 31, 2006
    
    
    45,000,000
    
    
    
    11,250
    
    
    
    1,143,800
    
    
    
    4,613,306
    
    
    
    (707,607
    )Issuance of common stock for cash at $0.50 per share
subscribed as of October 31, 2006
    
    
    10,000,000
    
    
    
    2,500
    
    
    
    4,610,806
    
    
    
    (4,613,306
    )Issuance of stock options during year
    
    
    
    
    
    
    
    
    
    
    2,301,632
    
    
    
    
    
    
    
    Warrants issued in connection with note payable
    
    
    
    
    
    
    
    
    
    
    177,062
    
    
    
    
    
    
    
    Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,798,353
    )Balance October 31, 2007
    
    
    55,000,000
    
    
    
    13,750
    
    
    
    8,233,300
    
    
    
    
    
    
    
    (6,505,960
    )Issuance of stock options for the period ended January
31, 2008
    
    
    
    
    
    
    
    
    
    
    318,983
    
    
    
    
    
    
    
    Additional warrants issued in connection with note payable
    
    
    
    
    
    
    
    
    
    
    29,702
    
    
    
    
    
    
    
    Warrants
issued in connection with note payable-related party
    
    
    
    
    
    
    
    
    
    
    49,823
    
    
    
    
    
    
    
    Net loss for the period ending January 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,096,049
    )Balance January 31, 2008
    
    
    55,000,000
    
    
    $
    13,750
    
    
    $
    8,631,808
    
    
    $
    
    
    
    $
    (7,602,009
    )
   5




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##### Table of Contents



TATONKA OIL AND GAS, INC      Unaudited
 Three months ended January 31,
    
    
    Inception to2008
    
    
    2007
    
    
    January 31, 2008Cash flows from operating activities:Net loss
    
    $
    (1,096,049
    )
    
    $
    (1,189,333
    )
    
    $
    (7,602,009
    )Adjustments to reconcile net loss to net cash used in
operating activities:Depreciation and amortization
    
    
    119,919
    
    
    
    6,932
    
    
    
    186,382Stock compensation
    
    
    318,983
    
    
    
    383,833
    
    
    
    2,620,615Changes in assets and liabilities:Inventories
    
    
    3,968
    
    
    
    
    
    
    
    (129,378
    )Prepaid expenses
    
    
    (52,858
    )
    
    
    
    
    
    
    (88,258
    )Accounts payable and accrued
liabilities
    
    
    (1,312
    )
    
    
    774,772
    
    
    
    718,159Total adjustments
    
    
    388,700
    
    
    
    1,165,537
    
    
    
    3,307,520Net cash used in operating activities
    
    
    (707,349
    )
    
    
    (23,796
    )
    
    
    (4,294,489
    )Cash flows provided by (used in) investing activities:Acquisition of oil and gas properties and equipment
    
    
    (78,683
    )
    
    
    (1,891,614
    )
    
    
    (4,015,549
    )Cash receipt on unproved property sale
    
    
    557,896
    
    
    
    
    
    
    
    557,896Purchase of office equipment
    
    
    
    
    
    
    (155,682
    )
    
    
    (128,688
    )Cash receipt on merger
    
    
    
    
    
    
    
    
    
    
    367,995Deposits
    
    
    
    
    
    
    (25,735
    )
    
    
    (226,000
    )Net cash provided by (used in) investing activities
    
    
    479,213
    
    
    
    (2,073,031
    )
    
    
    (3,444,346
    )Cash flows provided by (used in) financing activities:Sale of common stock
    
    
    
    
    
    
    (316,694
    )
    
    
    5,879,995Cash due to related parties
    
    
    229,635
    
    
    
    (525,000
    )
    
    
    1,621,664Borrowings on loan to related parties
    
    
    91,272
    
    
    
    
    
    
    
    91,272Repayments on loan due to related parties
    
    
    (249,065
    )
    
    
    
    
    
    
    (249,065
    )Borrowings on bridge loan
    
    
    100,000
    
    
    
    
    
    
    
    400,000Net cash provided by (used in) financing activities
    
    
    171,842
    
    
    
    (841,694
    )
    
    
    7,743,866Increase (decrease) in cash
    
    
    (56,294
    )
    
    
    (2,938,521
    )
    
    
    5,031Cash beginning of period
    
    
    61,325
    
    
    
    4,441,467
    
    
    
    Cash end of period
    
    $
    5,031
    
    
    $
    1,502,946
    
    
    $
    5,031Cash paid for interest
    
    $
    
    
    
    $
    
    
    
    $
    Non-cash investing and financing activities:Warrants valued at $29,702 were issued in connection with a note
payable during the period ended January 31, 2008Warrants valued at $49,823 were issued in connection with cash
advances from related parties during the period ended
January 31, 2008During the period ended January 31, 2008 the company converted
cash due to related parties in the amount of
$1,501,215 to a note
payable
   6




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Nature of Operations and Basis of Presentation
      Going Concern
     7




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##### Table of Contents



Exploration Stage Company
   Cash, Cash Equivalents
  Fair Value of Financial Instruments
  Concentration of Credit Risk
  Equipment and Depreciation
  Computer
    
    Three yearsComputer Software
    
    Two yearsFurniture / Fixtures
    
    Five years
 Accounting Estimates
  Method of Accounting for Oil and Gas Properties
  Revenue Recognition and Gas Balancing
   8




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##### Table of Contents



Asset Retirement Obligations
   Environmental Matters
  Inventory
  Long-Lived Assets
  Research and Development
  Income Taxes
  Stock-based Compensation
  Basic and Diluted Loss Per Share
  Reclassifications
   9




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##### Table of Contents



Recent Accounting Pronouncements
 Accounting for Uncertainty in Income
Taxesan interpretation of FASB Statement No. 109 (FIN 48).
 Business Combination Non-controlling Interests in Consolidated Financial Statements,
an amendment of ARB No. 51
 Fair Value Measurements
 The Fair Value Option
for Financial Assets and Financial Liabilities  Including an amendmen t of FASB Statement No. 115
 (2) RESTATEMENT OF 2006 AND QUARTERY 2007 FINANCIAL STATEMENTS
     10




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##### Table of Contents



TATONKA OIL AND GAS, INC     Unaudited
 Form 10-QSB
    
    
    Adjustments for
    
    
    RestatedConsolidated
    
    
    October 31,
    
    
    ConsolidatedJanuary 31,
    
    
    2006
    
    
    January 31,2007
    
    
    Restatement
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,502,946
    
    
    $
    
    
    
    $
    1,502,946Inventory
    
    
    158,109
    
    
    
    
    
    
    
    158,109Total current assets
    
    
    1,661,055
    
    
    
    
    
    
    
    1,661,055Property, plant and equipment:Oil and gas properties, at cost, using full cost method -Unevaluated properties
    
    
    2,592,755
    
    
    
    
    
    
    
    2,592,755Unevaluated wells, equipment and facilities
    
    
    1,090,876
    
    
    
    
    
    
    
    1,090,876Total oil and gas properties
    
    
    3,683,631
    
    
    
    
    
    
    
    3,683,631Other assets:Office equipment, net of depreciation
    
    
    176,118
    
    
    
    
    
    
    
    176,118Deposits
    
    
    55,735
    
    
    
    
    
    
    
    55,735Goodwill
    
    
    6,940,918
    
    
    
    (6,940,918
    )
    
    
    Total other assets
    
    
    7,172,771
    
    
    
    (6,940,918
    )
    
    
    231,853Total assets
    
    $
    12,517,457
    
    
    $
    (6,940,918
    )
    
    $
    5,576,539LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities
    
    
    948,429
    
    
    $
    
    
    
    $
    948,429Due to related parties
    
    
    372,861
    
    
    
    
    
    
    
    372,861Total current liabilities
    
    
    1,321,290
    
    
    
    
    
    
    
    1,321,290Stockholders equity:Preferred
stock, $0.001 par value, 25,000,000 shares authorized, none issued
    
    
    
    
    
    
    
    
    
    
    Common stock, $0.00025 par value, 100,000,000 shares authorized,
55,000,000 shares issued and outstanding
    
    
    13,750
    
    
    
    
    
    
    
    13,750Additional paid-in capital
    
    
    12,492,389
    
    
    
    (6,353,950
    )
    
    
    6,138,439Common stock to be issued
    
    
    
    
    
    
    
    
    
    
    Deficit
accumulated during the exploration stage
    
    
    (1,309,972
    )
    
    
    (586,968
    )
    
    
    (1,896,940
    )Total stockholders equity
    
    
    11,196,167
    
    
    
    (6,940,918
    )
    
    
    4,255,249Total
liabilities and stockholders equity
    
    $
    12,517,457
    
    
    $
    (6,940,918
    )
    
    $
    5,576,539
  11




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##### Table of Contents



(3) FIXED ASSETS
 October 31,January 31, 2008
    
    
    2007AccumulatedAsset Class
    
    Cost
    
    
    Depreciation
    
    
    Net
    
    
    NetComputer hardware
    
    $
    53,827
    
    
    $
    19,943
    
    
    $
    33,883
    
    
     $
    38,292Computer software
    
    
    71,473
    
    
    
    38,676
    
    
    
    32,798
    
    
    
    47,702Office furniture and fixtures
    
    
    3,388
    
    
    
    913
    
    
    
    2,475
    
    
    
    2,636Total
    
    $
    128,688
    
    
    $
    59,532
    
    
    $
    69,156
    
    
    $
    82,630
 (4) DEPOSIT ON PROPERTY ACQUISITION
  (5) RELATED PARTY TRANSACTIONS
    (6) NOTES PAYABLE
 Lending Agreement  October 2007
   12




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##### Table of Contents



(7) INCOME TAXES
     January 31,
    
    
    October 31,2008
    
    
    2007Deferred Tax assets
    
    $
    2,691,000
    
    
    $
    2,217,000Deferred tax liabilities
    
    
    (478,000
    )
    
    
    (472,000
    )Valuation allowance
    
    
    (2,213,000
    )
    
    
    (1,745,000
    )$
    
    
    
    $
    
 (8) COMMON STOCK AND PREFERRED STOCK
   Warrants and Stock Options
    13




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##### Table of Contents



Number of
    
    
    ExerciseOptions
    
    
    Price2,081,250
    
    
    $
    0.501,040,625
    
    
    $
    1.001,040,625
    
    
    $
    1.254,162,500
        Number of
    
    
    ExerciseOptions
    
    
    Price500,000
    
    
    $
    0.85250,000
    
    
    $
    1.00250,000
    
    
    $
    1.251,000,000
   Number of
    
    
    ExerciseOptions
    
    
    Price250,000
    
    
    $
    0.85125,000
    
    
    $
    1.00125,000
    
    
    $
    1.25500,000
  14




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##### Table of Contents



Risk free rate
    
    
    4.54% - 4.85
    %Dividend yield
    
    
    0
    %Weighted average expected volatility
    
    
    71
    %Weighted average expected option life
    
    3.16 yrsWeighted average fair value of options
    
    $
    0.93Total options outstanding
    
    
    4,750,000Total fair value of options outstanding
    
    $
    3,159,322
  Quarter Ended 2008
    
    
    Year Ended 2007Weighted
    
    
    
    
    
    
    WeightedNumber of
    
    
    Average
    
    
    Number of
    
    
    AverageOptions
    
    
    Price
    
    
    Options
    
    
    PriceOutstanding
at beginning of period
    
    
    4,850,000
    
    
    $
    0.93
    
    
    
    
    
    
    
    Granted
    
    
    
    
    
    
    
    
    
    
    7,112,500
    
    
    $
    0.92Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancelled or forfeited
    
    
    (100,000
    )
    
    $
    1.34
    
    
    
    (2,262,500
    )
    
    $
    0.91Outstanding
at end of period
    
    
    4,750,000
    
    
    $
    0.93
    
    
    
    4,850,000
    
    
    $
    0.93Exercisable
at end of period
    
    
    1,600,000
    
    
    $
    0.96
    
    
    
    1,253,125
    
    
    $
    0.98
   Outstanding
    
    
    ExercisableWeightedNumber
    
    
    Average
    
    
    Weighted
    
    
    Number
    
    
    WeightedRange of
    
    
    Outstanding
    
    
    Remaining
    
    
    Average
    
    
    Exercisable at
    
    
    Average
    
    
    AggregateExercise
    
    
    at January 31,
    
    
    Contractual
    
    
    Outstanding
    
    
    January 31,
    
    
    Exercise
    
    
    IntrinsicPrices
    
    
    2008
    
    
    Life in Year
    
    
    Price
    
    
    2008
    
    
    Price
    
    
    Value$
    0.50 - $1.00
    
    
    
    2,875,000
    
    
    
    3.60
    
    
    $
    0.69
    
    
    
    909,375
    
    
    $
    0.67
    
    
    
    $
    1.25 - $1.50
    
    
    
    1,875,000
    
    
    
    3.78
    
    
    $
    1.35
    
    
    
    690,625
    
    
    $
    1.34
    
    
    
    $
    0.50 - $1.50
    
    
    
    4,750,000
    
    
    
    3.69
    
    
    $
    0.93
    
    
    
    1,600,000
    
    
    $
    0.96
    
    
    
    
   15




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##### Table of Contents



WARRANTS
  Common
    
    
    ExerciseIssue Date
    
    Shares
    
    
    Price
    
    
    Expiration DateOctober 5, 2007
    
    
    616,667
    
    
    $
    0.20
    
    
    October 4, 2017October 19, 2007
    
    
    308,334
    
    
    $
    0.20
    
    
    October 18, 2017December 24, 2007
    
    
    308,334
    
    
    $
    0.20
    
    
    December 23, 2017January 15, 2008
    
    
    367,167
    
    
    $
    0.20
    
    
    January 14, 2018Balance, January 31, 2008
    
    
    1,609,502
    
    
    $
    0.20
  (9) COMMITMENTS
      Year ended October 31, 2008
    
    $
    32,0602009
    
    
    77,4972010
    
    
    65,3712011
    
    
    11,7702012
    
    
    12,1672013
    
    
    7,6872014
    
    
    1,9952015
    
    
    1,9952016
    
    
    1,995$
    212,137
  (10) BENEFIT PLANS
 Profit Sharing 401(k) Plan
   16




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##### Table of Contents



(11) LEGAL PROCEEDINGS
  Sothi Thillairajah v. Tatonka Oil and Gas, Inc.
 Grey Wolf Drilling Company, L.P. v. Tatonka Oil and Gas, Inc
 James T. Priestley d/b/a Black Diamond Mud v. Tatonka Oil and Gas, Inc
  17




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF PLAN OF OPERATION.
        18




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##### Table of Contents



Capital Expenditures Activity in the first fiscal quarter of 2008
 Domestic:Leasehold acquisitionsLay Creek
    
    $
    45,354Mowry
    
    
    14,604Divide Creek
    
    
    Drilling of
Lay Creek -Eldon Gerber well  Sand Wash  incomplete, temporarily shut-in
    
    
    18,725Purchase of office equipment
    
    
    Total
    
    $
    78,683
   Contractual Obligation
    
    Total
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    ThereafterShort-term debt
    
    $
    1,995,684
    
    
    $
    1,995,684
    
    
    $
    
    
    
    $
    
    
    
    $
    Interest (1)
    
    $
    173,837
    
    
    $
    173,837
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating leases for office space
    
    $
    36,703
    
    
    $
    36,703
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating leases for equipment
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 (1)
    
    Based on January 31, 2008 weighted average interest rate of 15.0% and anticipated debt repayment.  19




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##### Table of Contents



Operations Plans
 Producing Property Acquisition, Exploration and Development Drilling, and Workover
Plans
        20




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##### Table of Contents



Results of operations for the three months ended January 31, 2008 compared to the three months
ended January 31, 2007
 Revenues
 Operating Expenses
     Fiscal 2007 and First Quarter 2008
 General
    21




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##### Table of Contents



Events in First Quarter 2008 and to the Date This Report is Filed
 Loan from ECS
    22




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##### Table of Contents



Lending Agreement with Affiliate
     Sale of Undeveloped Acreage in Wyoming
     23




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##### Table of Contents



ITEM 3.
    
    Controls and Procedures
 Managements Report on Internal Control Over Financial Reporting
  Internal ControlIntegrated Framework Internal ControlIntegrated Framework
    Limitations of the Effectiveness of Internal Control
  No Attestation Report
   24




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##### Table of Contents



PART II
 
 Item 1.
    
    Legal Proceedings
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3.
    
    Defaults Upon Senior Securities.
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders.
  
 Item 5.
    
    Other Information.
  
 Item 6.
    
    Exhibits
 31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14 and
Rule 15d-14(a), promulgated under the Securities and Exchange Act of
1934, as amended31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14 and
Rule 15d 14(a), promulgated under the Securities and Exchange Act of
1934, as amended32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive
Officer)32.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial
Officer)
  25




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##### Table of Contents



SIGNATURES
  TATONKA OIL AND GAS, INC.Date: March 24, 2008
    By:
    /s/ DIRCK TROMPDirck TrompChief Executive Officer (Principal Executive Officer)Date: March 24, 2008
    By:
    /s/ PAUL C. SLEVINPaul C. SlevinChief Financial Officer (Principal Financial Officer
and
Principal Accounting Officer)  26




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14 and
Rule 15d-14(a), promulgated under the Securities and Exchange Act of
1934, as amended31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14 and
Rule 15d 14(a), promulgated under the Securities and Exchange Act of
1934, as amended32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive
Officer)32.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial
Officer)
  27