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8-K/A - FORM 8K/A CURRENT REPORT - RADIANT OIL & GAS INCradiant8ka092310.htm
EX-99 - EX-99.1 AUDITED FINANCIAL STATEMENTS - RADIANT OIL & GAS INCradiant8ka092310ex991.htm

Exhibit 99.2


UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

JUNE 30, 2010

JURASIN OIL AND GAS, INC

(UNAUDITED)


 

 

Jurasin Oil and Gas, Inc.

 

Radiant Oil and Gas, Inc.

 

Pro-forma recapitalization

 

Pro Forma Consolidated Balance Sheet

 

Pro-forma Adjustments

 

 

Pro Forma Consolidated Balance Sheet

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

72,093

$

40

$

-

$

72,133

$

25,000

(c)

$

-

 

 

-

 

-

 

-

 

-

 

475,000

(b)

 

572,133

Investments

 

234,650

 

-

 

-

 

234,650

 

-

 

 

234,650

Due from related party

 

321,258

 

-

 

-

 

321,258

 

-

 

 

321,258

Other current assets

 

41,277

 

-

 

-

 

41,277

 

-

 

 

41,277

Deferred finance charge

 

6,402

 

-

 

-

 

6,402

 

152,069

(d)

 

158,471

Total current assets

 

675,680

 

40

 

-

 

675,720

 

652,069

 

 

1,327,789

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and gas properties, accounted for using the full cost method of accounting, net

 

2,800,411

 

-

 

-

 

2,800,411

 

-

 

 

2,800,411

Other assets

 

7,847

 

-

 

-

 

7,847

 

-

 

 

7,847

TOTAL ASSETS

$

3,483,938

$

40

$

-

$

3,483,978

$

652,069

 

$

4,136,047

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

1,556,615

 

177,960

 

-

 

1,734,575

 

-

 

 

1,734,575

Notes payable, including accrued interest of $561,216

 

4,075,411

 

-

 

-

 

4,075,411

 

(100,000)

(c)

 

3,975,411

Advances from shareholders, including $29,071 of accrued interest

 

20,603

 

49,946

 

-

 

70,549

 

-

 

 

70,549

Payable to stockholder

 

-

 

-

 

-

 

-

 

165,000

(e)

 

165,000

Debentures payable to related party, net of discount

 

-

 

-

 

-

 

-

 

78,658

(c)

 

78,658

Debentures payable, net of discount

 

-

 

-

 

-

 

-

 

298,903

(b)

 

298,903

 

 

5,652,629

 

227,906

 

-

 

5,880,535

 

442,561

 

 

6,323,096

 

 

 

 

 

 

 

 

 

 

 

 

 

0

Note payable to shareholder

 

 

 

 

 

 

 

 

 

884,000

(e)

 

884,000

Other long-term liabilities

 

422,345

 

 

 

 

 

422,345

 

 

 

 

422,345

TOTAL LIABILITIES

 

6,074,974

 

227,906

 

-

 

6,302,880

 

1,326,561

 

 

7,629,441

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock, $0.01 par value, 5,000,000 shares authorized; none issued and outstanding

 

-

 

-

 

-

 

-

 

-

 

 

-

Common Stock

 

15,528

 

24,926

 

(24,926)

(a)

-

 

-

 

 

-

 

 

-

 

-

 

59,398

(a)

74,926

 

-

 

 

74,926

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

-

 

3,875,003

 

(4,102,869)

(a)

-

 

-

 

 

-

 

 

-

 

-

 

(59,398)

(a)

(287,264)

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

-

 

-

 

-

 

176,097

(b)

 

 

 

 

-

 

-

 

-

 

-

 

46,342

(c)

 

 

 

 

-

 

-

 

-

 

-

 

152,069

(d)

 

 

 

 

-

 

-

 

-

 

-

 

(1,049,000)

(e)

 

(961,756)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive income

 

15,107

 

-

 

-

 

15,107

 

-

 

 

15,107

Accumulated deficit

 

(2,621,671)

 

(4,127,795)

 

4,127,795

(a)

(2,621,671)

 

-

 

 

(2,621,671)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Stockholders' Deficit

 

(2,591,036)

 

(227,866)

 

-

 

(2,818,902)

 

(674,492)

 

 

(3,493,394)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$

3,483,938

$

40

$

-

$

3,483,978

$

652,069

 

$

4,136,047





UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

DECEMBER 31, 2009

JURASIN OIL AND GAS, INC.

(UNAUDITED)


 

 

(RESTATED)

 

 

 

 

 

 

 

 

 

Jurasin

 

Radiant

 

 

Adjustments

 

Pro Forma

 

 

 

 

 

 

 

 

 

 

Revenues

$

106,502

$

-

(e)

$

(35,649)

$

70,853

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

 

 

 

 

 

 

 

 

Lease operating expenses

 

278,383

 

-

(e)

 

(13,652)

 

264,731

Depletion, depreciation, and amortization and accretion

 

49,002

 

-

 

 

-

 

49,002

Impairment

 

-

 

-

 

 

-

 

0

Selling, general, and administrative

 

515,897

 

75,126

 

 

-

 

591,023

 

 

843,282

 

75,126

 

 

(13,652)

 

904,756

Loss from operations

 

(736,780)

 

(75,126)

 

 

(21,997)

 

(833,903)

 

 

 

 

 

 

 

 

 

 

Other expense

 

(538,018)

 

(8,566)

 

 

-

 

(546,584)

 

 

 

 

 

 

 

 

 

 

Net loss

 

(1,274,798)

 

(83,692)

 

 

(21,997)

 

(1,380,487)

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on securities

 

68,788

 

-

 

 

-

 

68,788

 

 

 

 

 

 

 

 

 

 

Comprehensive loss

$

(1,206,010)

$

(83,692)

 

$

(21,997)

$

(1,311,699)

 

 

 

 

 

 

 

 

 

 

Net Loss per common share

 

-

 

(0.04)

 

 

-

 

(0.18)

Basic and diluted weighted average common shares

 

-

 

2,216,079

 

 

-

 

7,202,397




2




UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

JUNE 30, 2010

JURASIN OIL AND GAS, INC.

(UNAUDITED)


 

 

Jurasin

 

Radiant

 

 

Adjustments

 

Pro Forma

 

 

 

 

 

 

 

 

 

 

Revenues

$

93,759

$

 

(e)

$

(5,686)

$

88,073

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

 

 

 

 

 

 

 

 

Lease operating expenses

 

42,719

 

 

(e)

 

(10,905)

 

31,814

Depletion, depreciation, and amortization & accretion

 

32,912

 

 

 

 

 

 

32,912

Selling, general, and administrative

 

500,729

 

201,073

 

 

 

 

701,802

 

 

576,360

 

201,073

 

 

(10,905)

 

766,528

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(482,601)

 

(201,073)

 

 

5,219

 

(678,455)

 

 

 

 

 

 

 

 

 

 

Other expense

 

(188,877)

 

(3,677)

 

 

 

 

(192,554)

 

 

 

 

 

 

 

 

 

 

Net loss

 

(671,478)

 

(204,750)

 

 

5,219

 

(871,009)

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on securities

 

(13,657)

 

 

 

 

 

 

(13,657)

 

 

 

 

 

 

 

 

 

 

Comprehensive loss

$

(685,135)

$

(204,750)

 

$

5,219

$

(884,666)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss per common share

 

 

 

(0.09)

 

 

 

 

(0.12)

Basic and diluted weighted average common shares

 

 

 

2,345,693

 

 

 

 

7,345,710



3



NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


Note 1 – BASIS OF PRESENTATION


In August 2010, Jurasin Oil and Gas, Inc. (“we”, “us”, “JOG”) completed a reverse acquisition transaction through an Reorganization Agreement with Radiant Oil and Gas, Inc. (“Radiant”) whereby Radiant acquired 100% of our issued and outstanding capital stock in exchange for 5,000,000 shares of Radiant’s common stock.  The agreement provides for the issuance of up to an additional 1,000,000 shares of Radiant common stock upon the satisfaction of certain performance conditions. As a result of the reverse acquisition, we became Radiant’s wholly-owned subsidiary and our former stockholders became the controlling stockholders of Radiant.  The share exchange with Radiant was treated as a reverse acquisition, with JOG as the accounting acquirer and Radiant as the acquired party.


Consequently, our assets and liabilities and our historical operations will be reflected in the consolidated financial statements for periods prior to the Reorganization Agreement.  Our assets and liabilities will be recorded at the historical cost basis.  After the completion of the Reorganization Agreement, our consolidated financial statements will include the assets and liabilities of both JOG and Radiant, our historical operations up through the closing date of the Reorganization Agreement and the combined operations of Radiant and Jurasin from the closing date of the Reorganization Agreement.


These pro forma financial statements are prepared assuming the transaction occurred on June 30, 2010 (as to the balance sheet) and on January 1, 2009 (as to the income statements).


Audited financial statements of JOG and Radiant have been used in the preparation of the pro forma statements for the twelve months ended December 31, 2009.  Unaudited financial statements have been used in the preparation of the pro forma financial statements as of June 30, 2010 and for the six months ended June 30, 2010.  These pro forma financial statements should be read in conjunction with the historical financial statements of Radiant and JOG.


On April 16, 2010, Radiant effected a five for one reverse stock split.  These pro forma financial statements have been retroactively restated to reflect the stock split.


Effective September 9, 2010, Radiant did a two for one reverse stock split. These pro forma financial statements have been retroactively restated to reflect the stock split.


Note 2 – PRO FORMA ASSUMPTIONS


(a)

To eliminate the equity of Radiant, the accounting acquiree, and to reflect the recapitalization of the common stock and additional paid in capital of JOG as a result of the reverse merger.


(b)

To reflect the sale by Radiant of 4.75 units consisting of $475,000 of debentures and warrants to purchase 237,500 shares of Radiant common stock to three investors. The debentures have an 18% per annum stated interest rate, an effective interest rate of 71%, and mature on July 31, 2011.  The warrants have an exercise price of $1.00 per share and a term of up to 4 years. The proceeds of the debentures were allocated between the debentures and the warrants based on their relative fair market values.  The fair market value of the warrants were determined using the black-sholes option pricing model with the following assumptions:


Risk-free interest rate

1.22%

Dividend yield

0%

Volatility factor

232%

Expected life (years)

4 years


We allocated the proceeds, which were collected prior to the close of the Reorganization Agreement and which totaled $475,000, between the warrants and the debentures based on the relative fair values as follows:


Relative fair value of warrants

$

176,097

Relative fair value of debenture

$

298,903

Gross proceeds

$

475,000


The relative fair value of the warrants is reflected as a discount from the debt.  The discount will be amortized using the effective interest method over the life of the debenture, one year.



4



(c)

To reflect the sale by Radiant of 1.25 units consisting of debentures with a face amount of $125,000 and warrants to purchase 62,500 shares of Radiant common stock to a related party of Radiant.  The debentures have an 18% per annum stated interest rate, an effective interest rate of 71%, and mature on July 31, 2011.  The warrants have an exercise price of $1.00 per share and a term of up to 4 years.  The proceeds of the debentures were allocated between the debentures and the warrants based on their relative fair market values.  The fair market value of the warrants were determined using the black-sholes option pricing model with the following assumptions:


Risk-free interest rate

1.22%

Dividend yield

0%

Volatility factor

232%

Expected life (years)

4 years


 We allocated the proceeds between the warrants and the debentures based on the relative fair values as follows:


Relative fair value of warrants

$

46,342

Relative fair value of debenture

$

78,658

Gross proceeds

$

125,000


The relative fair value of the warrants is reflected as a discount from the debt.  The discount will be amortized using the effective interest method over the life of the debenture, one year.


The proceeds from the sale of these debentures were used to pay $100,000 of JOG’s existing notes payable and provided $25,000 in cash to Radiant.  



(d)

To reflect the deferred finance charge associated with issuance of the debentures  described in (c) and (d) above pursuant to a $14,500,000 funding arrangement. The pro rata portion of the offering costs associated with the $600,000 debentures that were issued was $152,069 and is reflected as a deferred finance charge.  The deferred finance charge will be amortized over the life of the debentures, one year.  


(e)

To reflect the spin-off of certain assets and liabilities to a company owned by John M. Jurasin, our Majority Shareholder, at or before the time of the acquisition as follows:


a.

Effective March 2010, we assigned certain minor legacy overriding royalty interests in various projects, including the Baldwin AMI, the Coral, Ruby and Diamond Project, the Aquamarine Project, and the Ensminger Project to a related party entity owned by the Majority Shareholder.  Additionally, we assigned our working interest in a minor project, Charenton, to the related party entity.  We did not receive any proceeds for the conveyances and, except for the Ensminger Project, the interests assigned had a historical cost basis of $0. The Ensminger Project had allocable costs of $23,446. The conveyance was accounted for as a transaction between entities under common control and the ORRI was recorded as a distribution to shareholder and transferred out of property at it historical cost. This transaction was recorded in JOG’s books as of June 30, 2010; accordingly, it had no balance sheet effect.


The revenues associated with these properties, $35,649 and $5,686 during the year ended December 31, 2009 and the six months ended June 30, 2010, respectively, are reflected as pro forma adjustments.  The expenses associated with these properties, $13,652 and $10,905 during the year ended December 31, 2009 and the six months ended June 30, 2010, respectively, are reflected as pro forma adjustments.


b.

The Reorganization Agreement provides that the Majority Shareholder will receive a note payable for $884,000 that carries interest at a rate of 4% per annum and is payable in three years.   The note shall be prepaid upon the Company raising at least $10,000,000 and subject to payment in full our Credit Facility.  Also in connection with the Reorganization, an additional $165,000, which has no formal repayment terms, is also due to the Majority Shareholder.


The net assets and note and account payable that were spun off are treated as a deemed dividend to he Majority Shareholder.



5



Note 3 – BASIC AND DILUTED LOSS PER SHARE


The basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding, giving effect to pro forma transactions as follows:


Radiant post-split shares, June 30, 2010

2,492,603

Issuance of common stock to Jurasin shareholders (a)

5,000,000

Total common shares outstanding per pro forma consolidated financial statements

7,492,603


As of the date of the transaction, there were warrants to purchase 300,000 shares of Radiant common stock outstanding.  Because Radiant had a loss position, the warrants were anti-dilutive, and basic and diluted weighted average common shares outstanding were the same.




6