U.S. Securities and Exchange Commission
Washington, D.C. 20549

Form 10-Q

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

For the Quarterly period ended September 30, 2004

Commission File No. 0-20975

Tengasco, Inc.
(Exact name of registrant as specified in its charter)

603 Main Avenue, Suite 500, Knoxville, TN 37902
(Address of principal executive offices)

(865-523-1124)
(Registrant’s telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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__

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 48,506,977 common shares at September 30, 2004.

TENGASCO, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

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TENGASCO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

See accompanying notes to condensed consolidated financial statements.

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TENGASCO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS’ EQUITY

See accompanying notes to condensed consolidated financial statements

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TENGASCO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF LOSS

(Unaudited)

See accompanying notes to condensed consolidated financial statements.

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TENGASCO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)
 

See accompanying notes to condensed consolidated financial statements

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See accompanying notes to condensed consolidated financial statements.

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Tengasco, Inc. And Subsidiaries

Condensed Notes to Consolidated Financial Statements

(Unaudited)

         (1)                   Basis of Presentation  

                The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Item 210 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ended December 31, 2004. Additionally, deferred income taxes and income tax expense is not reflected in the Company’s financial statements due to the fact that the Company has had recurring losses and deferred tax assets arising from net operating gross carryforwards have been fully reserved. For further information, refer to the Company’s consolidated financial statements and footnotes thereto for the year ended December 31, 2003 included in the Company’s annual report on Form 10-K/A.

         (2)                   Earnings per Share  

                In accordance with Statement of Financial Accounting Standards (SFAS) No. 128, “Earnings Per Share”, basic and diluted loss per share are based on 48,506,977 and 12,047,823 weighted average shares outstanding for the quarters ended September 30, 2004 and September 30, 2003, respectively, and 38,283,371 and 11,919,477 for the nine months ended September 30, 2004 and September 30, 2003 respectively.

                For the nine-month periods ended September, 2004 and 2003, the Company had no vested, unexercised, in the money options. As the Company was in a net loss position, any potential common share equivalents would have been anti-dilutive.

                The Company adopted the disclosure provision of the Statement of Financial Accounting Standards (SFAS or statement) No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure”, which amends SFAS No. 123. “Accounting for Stock-Based Compensation”, SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation, which was originally provided under SFAS No. 123. The Statement also improves the timeliness of disclosures by requiring the information be included in interim, as well as annual, financial statements. The adoption of these disclosure provisions did not have a material affect on the Company’s September 30, 2004 consolidated results of operations, financial position, or cash flows.

                SFAS No. 123 encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company’s stock at the date of the grant over the amount an employee must pay to acquire the stock. The option price of all the Company’s stock options is equal to the market value of the stock at the grant date. As such, no compensation expense is recorded in the accompanying consolidated financial statements.

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        Had compensation cost been determined based upon the fair value at the grant date for awards under the stock option plan consistent with the methodology prescribed under SFAS No. 123, the Company’s pro forma net loss and net loss per share would have differed from the amounts reported as follows:

    (3)            Liquidity

                  The Company continues to be in the early stages of its oil and gas related operating history as it endeavors to expand its operations. Accordingly, the Company has incurred continuous losses through these operating stages and has an accumulated deficit of $33,625,251 and a working capital deficit of $4,570,203 as of September 30, 2004. During 2002, the Company was informed by its primary lender that the entire amount of its outstanding credit facility was immediately due and payable, as provided for in the Credit Agreement. The Company disputed its obligation to make this payment and has resolved the dispute as discussed in Note 10.  The Company plans to drill wells in new locations it has identified in Kansas on its existing leases in response to drilling activity in the area establishing new areas of oil production. Although the Company successfully drilled the Dick No. 7 well in Kansas in 2001 and completed the well as an oil well, it was not able to drill any new wells in Kansas in 2002 or 2003 due to lack of funds available for such drilling caused by the Bank One situation. In September 2004, the Company drilled and completed the Lewis #3 well in Kansas using only funds from the proceeds of the Company’s ongoing operations. By using the Company’s own funds, it was not necessary to permit any third party to either participate in financing of drilling or to acquire any

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interest in the well. The Company receives all proceeds of production attributable to the working interest in the Lewis #3 well. See Item 5, Other Information. The Company is hopeful now that the Bank One matter has been resolved that it will be able to perform additional drilling and well workovers in Kansas to maximize production from the Kansas Properties. However, the inability of the Company to obtain long-term financing could impair the Company’s ability to meet its obligations as they come due and there is no assurance that any additional drilling will result in additional reserves. At this time, the Company believes it can sustain operations through normal operational cash flows.

          (4)                   New Accounting Pronouncements  

                In March 2004, The Emerging Issues Task Force (“EITF”) reached a consensus that mineral rights, as defined in EITF Issue No. 04-02, “Whether Mineral Rights are Tangible or Intangible Asset,” are tangible assets and that they should be removed as examples of intangible assets in SFAS Nos. 141 and 142. The FASB has recently ratified this consensus and directed the FASB staff to amend SFAS Nos. 141 and 142 through the issuance of FASB Staff Positions FSP FAS 141-1 and FSP FAS 142-1. Historically the Company has included the cost of such mineral rights as tangible assets, which is consistent with the EITF’s consensus. As such, EITF 04-02 will not affect Tengasco’s consolidated condensed financial statements.

             In May 2003, the FASB issued Statement of Financial Accounting Standard No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (“SFAS 150”). SFAS 150 establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity and it requires that an issuer classify a financial instrument within its scope as a liability. SFAS 150 was effective for financial instruments entered into or modified after May 31, 2003 for public companies. Adoption of this standard during 2003 resulted in a reclassification to a liability and restatement to fair value of the Company’s Series A, B and C preferred stock subject to mandatory redemption. Accordingly, for the year ended December 31, 2003, the Company reclassified the preferred stock to shares subject to mandatory redemption (liability) at estimated fair value, and recognized a cumulative gain from a change in accounting principle of approximately $365,675. This cumulative gain results from the difference between the carrying amount of the preferred shares and the fair value of the shares after adoption. In the first, second and third quarters of 2004, $224,722, $216,254 and $212,592, respectively, were recognized as interest expense related to those shares subject to mandatory redemption.

            (5)            Letter of Credit Agreement

                 On November 8, 2001, the Company signed a credit facility with the Energy Finance Division of Bank One, N.A. in Houston, Texas whereby Bank One extended to the Company a revolving line of credit of up to $35 million. The initial borrowing base under the facility was $10 million. The interest rate was the Bank One base rate plus one-quarter percent.

                 On April 5, 2002, the Company received a notice from Bank One stating that it had re-determined and reduced the borrowing base under the Credit Agreement by $6,000,000 to $3,101,766. Bank One demanded that the Company pay the $6,000,000 within thirty days of the notice. The Company filed a lawsuit in Federal Court to prevent Bank One from exercising any rights under the Credit Agreement. The Company was paying $200,000 per month toward the outstanding balance of the credit facility until the settlement. As of May 1, 2004, the outstanding balance due to Bank One under the Credit Agreement was $4,101,796. On May 13, 2004 the Company entered into an agreement, settling its lawsuit with Bank One. See Note 10, Bank One Litigation Settlement.

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           (6)            Notes Payable

                 From December 2002 through December 9, 2003, Dolphin Offshore Partners, L.P. (“Dolphin”) acquired a total of an 85% undivided interest in the Company’s Tennessee and Kansas pipelines as collateral for a series of seven loans. In the first five of these transactions totaling $1,650,000, Peter E. Salas, a Director of the Company and the general partner and controlling person of Dolphin, negotiated the terms of the loans directly with management, which terms were approved by management in view of the Company’s immediate needs, financial condition and prospective alternatives and under circumstances in which Dolphin was not generally engaged in the business of lending money. These loans were made on terms that management believes were at least as favorable to the Company as it could have obtained through arms-length negotiations with unaffiliated third parties. The Company’s Board approved the sixth and seventh loans on December 3 and 9, 2003, in the amounts of $225,000 and $250,000, respectively, with no participation by Mr. Salas in the meeting or the vote, which was unanimous by the seven other Directors present at the meeting. In addition, the Company entered into a continuing security agreement, which was approved by the Board with no participation by Mr. Salas in the meeting or vote, which was unanimous by the seven other Directors present at the meeting, providing the terms of Dolphin’s security interest collateralizing all of its loans.

                 On December 24, 2003, Dolphin loaned the Company the sum of $1,000,000 which was used for working capital and to pay all interest and principal in full of a convertible loan to the Company then being held by several persons. This loan was evidenced by a separate promissory note bearing interest at the rate of 12% per annum, with payments of interest only payable quarterly and the principal balance payable on April 4, 2004. The obligations under the loan were secured by an undivided interest in the Company’s Tennessee and Kansas pipelines and the security agreement referred to above.

                 On February 2, 2004, Dolphin loaned the Company the sum of $225,000 which was used for making payment of principal and interest to Bank One for February, 2004. This loan was evidenced by a separate promissory note bearing interest at the rate of 12% per annum, with payments of interest only payable quarterly and the principal balance payable on April 4, 2004. The obligations under the loan were secured by an undivided interest in the Company’s Tennessee and Kansas pipelines and the security agreement referred to above.

        All notes payable to Dolphin dated prior to May 18, 2004 were repaid on March 30, 2004 from the proceeds received by the Company from its Rights Offering.

                On May 18, 2004, Dolphin loaned the Company $2,500,000 bearing interest at 12% per annum with interest payable monthly beginning June 18, 2004 and principal payable on May 20, 2005, which loan is secured by a first lien on the Company’s Tennessee and Kansas producing properties and the Tennessee pipeline. The proceeds of the loan were used to fund in part the settlement of the Bank One litigation.

            (7)            Litigation Settlements

                On May 10, 2004 the Court entered its final order approving the fairness of the settlement to the class, dismissing the action pursuant to a Settlement Stipulation, and fully releasing the claims of the class members in Paul Miller v. M. E. Ratliff and Tengasco, Inc., No. 3:02-CV-644 in the United States District Court for the Eastern District of Tennessee, Knoxville, Tennessee. This action sought certification of a class action to recover on behalf of a class of all persons who purchased shares of the Company’s common stock between August 1, 2001 and April 23, 2002, unspecified damages allegedly caused by violations of the federal securities laws. In January, 2004 all parties reached a settlement subject to court approval. On April 29, 2004, a final hearing for approval of the settlement was held. The Court entered its order approving the settlement on May 10, 2004. Class members may file their claims against the settlement fund through July 15, 2004. The fund will be disbursed in accordance with the claims filed. Under the settlement, the Company paid into a settlement fund the amount of $37,500 to

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include all costs of administration, contributed 150,000 shares of stock of Miller Petroleum, Inc. owned by the Company and will issue 300,000 warrants to purchase a share of the Company’s common stock for a period of three years from date of issue at $1 per share subject to adjustments. All expenses including attorney’s fees are to be paid out of these settlement funds. The Miller Petroleum, Inc. investment had a net carrying value of $60,000 and a cumulative other comprehensive loss of $90,000, which was reversed from cumulative other comprehensive loss and recognized as a realized loss during the third quarter of 2004. 

       (8)            Cumulative Effect of a Change in Accounting Principle

                 Effective January 1, 2003, the Company implemented the requirements of Statement of Financial Accounting Standards No. 143 (SFAS 143), “Accounting for Asset Retirement Obligations”. Among other things, SFAS 143 requires entities to record a liability and corresponding increase in long-lived assets. Over the passage of time, accretion of the liability is recognized as an operation expense and the capitalized cost is depleted over the estimated useful life of the related asset. Additionally, SFAS 143 requires that upon initial application of these standards, the Company must recognize a cumulative effect of a change in accounting principle corresponding to the accumulated accretion and depletion expense that would have been recognized had this standard been applied at the time the long-lived assets were acquired or constructed. The Company’s asset retirement obligations relate primarily to the plugging, dismantling and removal of wells drilled to date.

                Using a credit-adjusted risk fee rate of 12%, an estimated useful life of wells ranging from 30-40 years, and estimated plugging and abandonment cost ranging from $5,000 per well to $10,000 per well, the Company has recorded a non-cash charge related to the cumulative effect of a change in accounting principle of $351,204 in its statement of operations effective January 1, 2003. Oil and gas properties were increased by $260,191, which represents the present value of all future obligations to retire the wells at January 1, 2003, net of accumulated depletion on this cost through that date. A corresponding obligation totaling $611,395 was recorded as of January 1, 2003. Accretion expense for the three months and nine months ended September 30, 2003 was $18,342 and $55,026, respectively. Accretion expense for the three and nine months ended September 30, 2004 was also $18,342 and $55,026, respectively.

                Additionally, as further described in Note 4, the Company adopted the provisions of SFAS 150 effective July 1, 2003. In connection therewith, the Company recognized a cumulative gain on a change in accounting principle for the three and nine month period ending September 30, 2003 of $365,675. For the three and nine month periods ending September 30, 2003 the Company recognized a net gain from changes in accounting principles of $14,471 related to its adoption of SFAS 143 and SFAS 150.

      (9)            Rights Offering

                On October 17, 2003, the Company filed a Registration Statement on Form S-1 with the Securities and Exchange Commission (“SEC”). On February 13, 2004, the SEC deemed the Registration Statement on Form S-1 effective.

                The Rights Offering was a distribution to the holders of the Company’s common stock outstanding at the record date, February 27, 2004, at no charge, of nontransferable subscription rights at the rate of one right to purchase three shares of the Company’s common stock for each share of common stock owned at the subscription price of $0.75 in the aggregate, or $0.25 per each share purchased. 

                 Each subscription right, in addition to the right to purchase three shares of common stock, carried with it an over-subscription privilege. The over-subscription privilege provided stockholders that exercise all of their basic subscription privileges with the opportunity to purchase those shares that were not purchased by other stockholders through the exercise of their basic subscription privileges, at the same subscription price per share.  In no event could any subscriber purchase shares of the Company’s common stock in the offering that, when aggregated with all of the shares of the Company’s common stock otherwise owned by the subscriber and his, her or its affiliates, would immediately following the closing represent more than 50% of the Company’s issued and outstanding shares. 

                As provided in the Rights Offering, 7,029,604 rights were exercised pursuant to the basic subscription privilege, resulting in the purchase of 21,088,812 shares at $0.25 per share for gross

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proceeds to the Company of $5,272,203 resulting from the basic subscription privilege. A total of 15,211,118 rights were exercised pursuant to the oversubscription privilege, resulting in additional gross proceeds to the Company of $3,802,797. Of the shares purchased pursuant to the Rights Offering 14,966,344 shares were purchased by Directors, Officers and owners of 10% of the Company’s outstanding common stock.

                At the time the Rights Offering closed on March 18, 2004 all 36.3 million shares offered had been subscribed and, as a result, the Company raised approximately $9.1 million. The total number of shares subscribed actually exceeded the 36.3 million shares available for issuance under the offering. Consequently, all shares subscribed for under the basic privilege were issued and the number of shares issued under the over-subscription privilege was proportionately reduced to equal the number of remaining shares. The allocation and issuance of the oversubscribed shares was made by Mellon Investor Services, the Company’s subscription agent who also returned payments for those over-subscribed shares that were not available.

                The net proceeds of the Rights Offering have been used to pay non-bank indebtedness in the aggregate amount of approximately $6 million (including up to $3,850,000 in principal amount plus accrued interest owed by the Company to Dolphin) and to pay $1,157,000 as a portion of the Company’s settlement with Bank One. The balance of the net proceeds will be used for working capital purposes, including the drilling of additional wells. At December 31, 2003, the Company incurred costs in connection with the Rights Offering of $223,003, which were reflected in the consolidated balance sheet in other current assets. This asset was offset against gross proceeds in March 2004, when such proceeds were received by the Company.

            (10)            Bank One Litigation Settlement

                As of May 1, 2004, the principal amount owed by the Company under the credit facility with Bank One signed on November 8, 2001 was $4,101,601. On May 13, 2003, the Company and Bank One executed a written agreement resolving all claims against each other. Pursuant to that agreement, the Company agreed to pay the sum of $3,657,000 to the Bank by May 18, 2004, in full satisfaction of its obligations to the Bank and to immediately release all claims against the Bank and to dismiss the litigation. In turn, Bank One agreed to immediately release all its claims against the Company, dismiss the litigation and to execute releases of its liens on all of the Company’s properties securing the credit facility upon receipt of the agreed payment. Bank One retained a right to seek specific performance of the May 13, 2004 agreement if payment were not made by May 18, 2004 and to recover attorney’s fees if such relief were sought. The Company and the Bank each agreed to bear all of its own costs, expenses, and attorneys’ fees incurred to date.

                On May 18, 2004, the Company paid Bank One, the agreed upon settlement in the amount of $3,657,000. The funds were obtained from proceeds of a bridge loan from Dolphin Offshore Partners, LP (“Dolphin”) (the managing partner of Dolphin is Peter E. Salas, a member of the Board of Directors), in the principal amount of $2,500,000 bearing interest at 12% per annum and payable interest only monthly beginning June 18, 2004 with the principal amount due May 20, 2005. The loan is secured by a first lien on the Company’s Tennessee and Kansas producing properties and the Tennessee pipeline. The balance of the settlement amount of $1,157,000 was paid from funds available to the Company from the proceeds of the rights offering. Upon receipt of this payment, an agreed order signed by the Company and the Bank dismissing all claims in litigation was filed with the court on May 20, 2004 and entered by the court. The Company recorded a gain from extinguishment of debt in the amount of $336,820 in the second quarter of 2004, which was the difference between the carrying amount of the loan less the settlement amount.

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ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                      Results of Operations and Financial Condition

                      Kansas 

                During the first nine months of 2004, the Company produced and sold 86,399 barrels of oil and 196,630 Mcf of natural gas from its Kansas Properties comprised of 150 producing oil wells and 59 producing gas wells. The first nine months production of 86,399 barrels of oil compares to 94,782 barrels produced in the first nine months of 2003. The first nine months production of 196,630 Mcf of gas compares to 196,373 Mcf produced in the first nine months of 2003. In summary, the nine months production reflected expected continued production levels from the Kansas Properties, which have been in production for many years. The decrease in oil production reflects a normal decline curve for the Kansas properties; however, the Company drilled a new well in August of 2004. The revenues from the Kansas properties were $3,070,862 in the first nine months of 2004 compared to $2,959,430 in 2003. This increase was due to the higher prices for oil and gas in 2004.

                 Tennessee

                 During the first nine months of 2004, the Company produced gas from 23 wells in the Swan Creek field, which it sold in Kingsport, Tennessee to Eastman Chemical Company (“Eastman”).

                Natural gas production from the Swan Creek field for the first nine months of 2004 was an average of 625 Mcf per day during that period as compared to 1,195 Mcf per day in the first nine months of 2003. The first nine months production reflected expected natural decline in production from the existing Swan Creek gas wells which were first brought into production in mid-2001 upon completion of the Company’s pipeline. This natural decline is normal for any producing well, and this decline as experienced on existing wells in Swan Creek was not unexpected.

         Comparison of the Nine Months Ended September 30, 2004 and 2003

                The Company recognized $4,249,378 in oil and gas revenues from its Kansas Properties and the Swan Creek Field during the first nine months of 2004 compared to $4,907,216 in the first nine months of 2003. The decrease in revenues is primary due to a decrease in gas sales in Swan Creek. The decrease in pipeline transportation revenues to $69,869 in 2004 from $145,472 in 2003 is directly related to the decrease in gas volumes in Swan Creek.

                The Company realized a net loss attributable to common shareholders of $2,233,752 ($0.06) per share of common stock, during the first nine months of 2004 compared to a net loss in 2003 to common shareholders of $1,982,980 ($0.17) per share of common stock.

                Production costs and taxes in the first nine months of 2004 decreased to $2,403,782 from $2,571,898 in the first nine months of 2003. The difference is due to management controlling costs.

                Depreciation, depletion, and amortization expense for the first nine months of 2004 was $1,665,106 compared to $1,834,864 in the first nine months of 2003. This is due to the sale of vehicles and a drill rig in 2004.

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                During the first nine months, the Company reduced it general and administrative costs by $215,288 from 2003. Management has made an effort to control costs in its operations, including a reduction in personnel from 2003 levels.

                Professional fees, in the first nine months of 2004 were $658,415 compared to $485,270 in the same period in 2003. These fees have remained at a high level, primarily due to costs incurred for legal and accounting services as a result of the Bank One and Paul Miller lawsuits.

                Interest expense for the first nine months of 2004 increased from the first nine months of 2003 to $1,127,578 from $749,064. The increase was due to the issuance of notes to Dolphin during the first quarter of 2004. These notes were paid on March 20, 2004. In addition, accretion on Preferred Stock was $653,567 in the first nine months of 2004, as compared to $231,520 in the first nine months of 2003 due to the Company’s adoption of SFAS 150, as discussed in Note 4 of the Company’s Condensed Notes to Consolidated Financial Statements. The Company made dividend payments of $377,108 during the first nine months of 2004 to it's Preferred Stockholders.

        The Company recorded a gain from extinguishment of debt in the amount of $336,820 in the second quarter of 2004, which was the difference between the carrying amount of the Bank One loan less the settlement amount. See Note 10 of the Condensed Notes to Consolidated Financial Statements, Bank One Litigation Settlement.

        The Company recorded a loss on sale of a drill rig during the third quarter of 2004 of $107,744. The net sale price of the equipment was $243,000.

Comparison of the Quarters Ended September 30, 2004 and 2003 

                The Company recognized $1,536,739 in oil and gas revenues from its Kansas Properties and the Swan Creek Field during the third quarter of 2004 compared to $1,546,453 in the third quarter of 2003. The decrease in revenues was due to a decrease in oil and gas sales from the Swan Creek Field. The decrease in pipeline transportation revenues of $30,797 is directly related to the decrease of gas volumes produced in Swan Creek.

                The Company realized a net loss attributable to common shareholders of $735,819 ($0.02) per share of common stock, during the third quarter of 2004 compared to a net loss in the third quarter of 2003 to common shareholders of $376,649 ($0.03) per share of common stock

                 Production costs and taxes in the third quarter of 2004 of $864,350 decreased from $944,019 in the third quarter of 2003. The difference is due to management’s cost-controlling efforts.

                Depreciation, depletion, and amortization expense for the third quarter of 2004 was $528,642 compared to $609,853 in the third quarter of 2003. This is due to equipment that had become fully depreciated in late 2003 and the sale of equipment in the third quarter of 2004.

                During the third quarter, general and administrative costs increased slightly by $22,024 from 2003, due to costs relating to the Company’s proxy statement, Annual Report and the annual meeting.

        Professional fees, in the third quarter of 2004 were $127,137 compared to $64,326 in the same period in 2003. This increase was due to a $90,000 charge due to the Paul Miller lawsuit relating to the Miller Petroleum Stock as part of the settlement.

                Interest expense for the third quarter of 2004 decreased from the third quarter of 2003 to $311,655 from $418,282. The decrease is the result of the payoff of the Bank One loan and the Dolphin notes.

        The Company recorded a loss on sale of a drill rig during the third quarter of 2004 of $107,744. The net sale price of the equipment was $243,000.

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             Liquidity and Capital Resources

                 On November 8, 2001, the Company signed a credit facility agreement (the “Credit Agreement”) with the Energy Finance Division of Bank One, N.A. in Houston Texas (“Bank One”). The Company instituted litigation in May 2002 based on certain actions taken by Bank One. On May 13, 2004, the Company resolved its dispute with Bank One. See footnote 10 to the Company’s Condensed Consolidated Financial Statements.

                The Company plans to drill wells in new locations it has identified in Kansas on its existing leases in response to drilling activity in the area establishing new areas of oil production. Although the Company successfully drilled the Dick No. 7 well in Kansas in 2001 and completed the well as an oil well, it was not able to drill any new wells in Kansas in 2002 or 2003 due to lack of funds available for such drilling caused by the Bank One situation. In September 2004, the Company drilled and completed the Lewis #3 well in Kansas using only funds from the proceeds of the Company’s ongoing operations. By using the Company’s own funds, it was not necessary to permit any third party to either participate in financing of drilling or to acquire any interest in the well. The Company receives all proceeds of production attributable to the working interest in the Lewis #3 well. See Item 5, Other Information. The Company is hopeful now that the Bank One matter has been resolved that it will be able to perform additional drilling and well workovers in Kansas to maximize production from the Kansas Properties.

      ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Commodity Risk  

                The Company’s major market risk exposure is in the pricing applicable to its oil and gas production. Realized pricing is primarily driven by the prevailing worldwide price for crude oil and spot prices applicable to natural gas production. Historically, prices received for oil and gas production have been volatile and unpredictable and price volatility is expected to continue. Monthly oil price realizations ranged from a low of $29.77 per barrel to a high of $43.78 per barrel during 2004. Gas price realizations ranged from a monthly low of $4.11 per Mcf to a monthly high of $6.68 per Mcf during the same period. The Company did not enter into any hedging agreements in 2003 or in the first nine months of 2004, to limit exposure to oil and gas price fluctuations.

Interest Rate Risk  

                At September 30, 2004, the Company had debt outstanding of approximately $2.5 million at a fixed rate. The Company did not have any open derivative contracts relating to interest rates at September 30, 2004.

        Forward-Looking Statements and Risk  

                Certain statements in this report, including statements of the future plans, objectives, and expected performance of the Company, are forward-looking statements that are dependent upon certain events, risks and uncertainties that may be outside the Company’s control, and which could cause actual results to differ materially from those anticipated. Some of these include, but are not limited to, the market prices of oil and gas, economic and competitive conditions, inflation rates, legislative and regulatory changes, financial market conditions, political and economic uncertainties of foreign governments, future business decisions, and other uncertainties, all of which are difficult to predict.

                 There are numerous uncertainties inherent in estimating quantities of oil and gas reserves and in projecting future rates of production and the timing of development expenditures. The total amount or

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timing of actual future production may vary significantly from reserves and production estimates. The drilling of exploratory or developmental wells can involve significant risks, including those related to timing, success rates and cost overruns. Lease and rig availability, complex geology and other factors can also affect these risks. Additionally, fluctuations in oil and gas prices, or a prolonged period of low prices, may substantially adversely affect the Company’s financial position, results of operations and cash flows.

      ITEM 4 – CONTROLS AND PROCEDURES

        The Company’s management, including the Company’s Chief Financial Officer (the “Certifying Officers”), have concluded that in one matter the Company’s disclosure controls and procedures were not effective with respect to that matter to ensure that material information was recorded, processed, summarized and reported by management of the Company on a timely basis in order to comply with the Company’s disclosure obligations under the Securities Exchange Act of 1934, and the rules and regulations thereunder. This deficiency constituted a material weakness, and detailed below are the facts surrounding this matter. In all other respects, the Certifying Officers concluded that the Company’s disclosure controls and procedures are effective to ensure that material information was recorded, processed, summarized and reported by management of the Company on a timely basis in order to comply with the Company’s disclosure obligations under the Securities Exchange Act of 1934, and the rules and regulations thereunder.

        In May 2003, the FASB issued Statement of Financial Accounting Standard No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (“SFAS 150”). SFAS 150 establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity and it requires that an issuer classify a financial instrument within its scope as a liability. In July 2004 in connection with the completion of the Company's Form 10-Q for the quarter ended June 30, 2004, mangaement and BDO Seidman, LLP, the Company's auditors, determined that there was an error in calculating the estimated fair value of the Company's mandatory Preferred Stock in accordance with the adoption of SFAS No. 150. This error resulted in the Company's misstating the presentation of the mandatory Preferred Stock obligation   in the Company’s balance sheets at September 30, 2003, December 31, 2003 and March 31, 2004.  Additonally, the error resulted in the Company's misstating the presentation of the cumulative gain from an accounting change and interest expense amounts appearing for the three and nine-month periods ended September 30, 2003 and for the year ended December 31, 2003. Interest expense was also misstated for the three month period ended March 31, 2004. Accordingly, the Company has amended its previously filed report on Form 10-K for the year ended December 31, 2003 and report on Form 10-Q for the quarters ended September 30, 2003 and March 31, 2004

         Management considered what changes, if any, were necessary to the Company’s disclosure controls and procedures to ensure that the nature of error described above would not reoccur and to provide that material information is recorded, processed, summarized and reported by management of the Company on a timely basis in order to comply with the Company’s disclosure obligations under the Exchange Act, and the rules and regulations thereunder. In its review, management noted that the error described above (i) related principally to the implementation of complex and new calculations under a newly implemented accounting standard, and (ii) that the error described above did not result from the failure of the Company’s disclosure controls and procedures to make known to the appropriate officials and auditors the facts concerning the Company’s convertible preferred stock. As a result, management determined that continuing education and professional development of accounting staff on new accounting pronouncements and their application would be sufficient to prevent any similar reoccurrence. The Audit Committee is evaluating the measures recommended by management and will determine whether additional changes are required to enhance the disclosure controls and procedures of the Company.

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        PART II OTHER INFORMATION                ITEM 1 LEGAL PROCEEDINGS

                 To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company that would have a result materially adverse to the Company. To the knowledge of management, no director, executive officer or affiliate of the Company or owner of record or beneficially of more than 5% of the Company’s common stock is a party adverse to the Company or had a material interest adverse to the Company in any proceeding.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    (a)        The annual meeting of stockholders of the Company was held on August 12, 2004.

    (b)        The first item voted on was the election of Directors. Clarke H. Bailey, John A. Clendening, Bill L. Harbert, Neal F. Harding, Carlos P. Salas, Peter E. Salas and Richard T. Williams were elected as Directors of the Company for a term of one year or until their successors were elected and qualified. The results of voting were as follows: 36,716,345 votes for Clarke H. Bailey and 856,930 withheld; 36,716,601 votes for John A. Clendening and 856,674 withheld; 36,716,601 votes for Bill L. Harbert and 856,674 withheld; 36,716,345 votes for Neal F. Harding and 856,930 withheld; 36,664,551 votes for Carlos P. Salas and 908,724 withheld; 36,696,461 votes for Peter E. Salas and 876,814 withheld; and, 36,590,603 votes for Richard T. Williams and 982,672 withheld.

        A plurality of votes at the meeting having voted for them, Messrs. Bailey, Clendening, Harbert, Harding, Carlos P. Salas, Peter E. Salas and Williams were duly elected as Directors of the Company.

    (c)        The next item voted on was a proposal to authorize an amendment to the Company’s Charter to increase the number of authorized shares of the Company’s common stock from 50,000,000 to 100,000,000. The results of the voting were as follows:

        A majority of the votes cast at the meeting having voted for the resolution, the resolution was duly passed.

    (d)        The next item of business was the proposal to ratify the appointment of BDO Seidman, LLP, the independent certified public accountants of the Company, for fiscal 2004. The results of the voting were as follows:

        A majority of the votes cast at the meeting having voted for the resolution, the resolution was duly passed.

        No other matters were voted on at the meeting.        

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    ITEM 5 OTHER INFORMATION

                    During September 2004, the Company drilled and completed the Lewis #3 well in Kansas. This well was completed as an oil well in the Arbuckle formation, and had an initial production test of 85 barrels of oil per day with no water. Because there are no offsetting locations on non-Company leases that might cause drainage from the reservoir if offsetting wells were drilled on those locations, and also due to the producing characteristics of the reservoir, the Company has elected to reduce the initial production level for ongoing production, in order to maximize the ultimate total recovery of reserves.  To the date of this report, production from the Lewis #3 well has averaged approximately 63 barrels of oil per day.

        On October 21, 2004, Jeffrey R. Bailey, the President of the Company, was elected to the Company’s Board of Directors and Peter E. Salas was elected to serve as Chairman of the Board of Directors.

    Dr.        Richard T. Williams has notified the Company that effective December 31, 2004, at the ending date of his current employment contract with the Company, he will resign as Chief Executive Officer of the Company. Dr. Williams will continue to serve as a director of the Company. Effective January 1, 2005, the Company intends to merge all duties of the Chief Executive Officer with and into the office of President of the Company, currently held by Jeffrey R. Bailey, and the position of Chief Executive Officer will be eliminated.

ITEM 6 EXHIBITS

31.1 Certification of Chief Executive Officer, pursuant to Exchange Act Rule, Rule 13a-14a/15d-14a.

31.2 Certification of Chief Financial Officer, pursuant Exchange Act Rule, Rule 13a-14a/15d-14a

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to section 906 of the Sarbanes — Oxley Act of 2002.

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

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

Dated: November 22, 2004

TENGASCO, INC.

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         Exhibit 31.1 CERTIFICATION

        I, Richard T. Williams, certify that:

         Dated: November 22, 2004

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      Exhibit 31.2 CERTIFICATION

        I, Mark A. Ruth, certify that:

         Dated November 22, 2004

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         Exhibit 32.1

         CERTIFICATION

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         Exhibit 32.2

         CERTIFICATION

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