10-K/A 1 radiantoil10ka123112.htm 10-K/A radiantoil10ka123112.htm


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


FORM 10-K/A
 


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

For the fiscal year ended December 31, 2012 and 2011

   o   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File No. 000-24688

RADIANT OIL & GAS, INC.
(Name of Small Business Issuer in its Charter)
 
Nevada
 
27-2425368
(State or Other Jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

9700 Richmond Ave., Suite 124
 Houston, Texas 77042
(Address of Principal Executive Offices)

Issuer’s Telephone Number: (832) 242-6000


Securities registered under Section 12(b) of the Act: None
 
Name of Each Exchange on Which Registered: None

Securities registered under Section 12(g) of the Act:

$0.01 par value common stock
Title of Class

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 Yes o  No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
 Yes o   No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. (1)
 Yes o   No x
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o (Do not check if a smaller reporting company)
Smaller reporting company
x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 Yes o     No x
 
On June 30, 2013, the last business day of the registrant’s most recently completed second fiscal quarter 9,862,897shares of its common stock, $0.001 par value per share were held by non-affiliates of the registrant. The market value of those shares was 11,342,331.55 based on the last sale price of $1.15 per share of the common stock on that date. For this purpose, shares of common stock beneficially owned by each executive officer and director of the registrant, and each person known to the registrant to be the  beneficial owner of 10% of more of the common stock then outstanding, have been excluded because such person may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
 
(APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS)
 
Not applicable.
 
(APPLICABLE ONLY TO CORPORATE ISSUERS)
 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
Common shares outstanding as of January 16, 2014 16,219,408.
 
 
 

 
 
EXPLANATORY NOTE
 
The purpose of this Amendment to the Annual Report on Form 10-K of Radiant Oil & Gas, Inc. for the fiscal years ended December 31, 2012 and 2011, filed with the Securities and Exchange Commission on January 22, 2014 (the “Form 10-K”), is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
 
No other changes have been made to the Form 10-K.  This Amendment to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
 
 
 
 
 
 

 
 
PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
The following documents are filed as part of this report:

(1) Financial Statements*

Consolidated Balance Sheets as of December 31, 2012 and 2011.
Consolidated Statements of Operations for the years ended December 31, 2012 and 2011.
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2012 and 2011.
Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011.

(2) Financial Statement Schedules

All schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or notes thereto.

(3) Exhibits
 
Exhibit No.
 
Description
     
2.1
 
Exchange Agreement, dated as of July 23, 2010, by and among Radiant Oil & Gas, Inc, Jurasin Oil & Gas, Inc., and the shareholders of Jurasin.  Previously filed on Form 8-K dated November 8, 2010. Company agrees to furnish to the SEC, upon request, a copy of any omitted schedule.
     
2.2
 
Amendment No. 1 to Reorganization Agreement, effective July 31, 2010, by and among Radiant Oil & Gas, Inc., Jurasin Oil & Gas, Inc., and the JOG Shareholders.  Previously filed on Form 8-K dated August 16, 2010.
     
3.1
 
Amended Articles of Incorporation of the Registrant (Incorporated by reference to the Current Report on Form 8-K filed with the SEC on August 16, 2010 as Exhibit 3.1).
     
3.2
 
By-Laws of the Registrant (Incorporated by reference to the Current Report on Form 8-K filed with the SEC on August 16, 2010 as Exhibit 3.2)
     
10.1 
 
First Lien Credit Agreement, dated October 4, 2013, by and among the Company, through its wholly subsidiary Radiant Acquisitions 1, LLC with various Lenders.*
     
31.1
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.*
     
32.1
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.*
     
101.INS
 
XBRL Instance Document**
     
101.SCH
 
XBRL Taxonomy Extension Schema Document**
     
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document**
     
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document**
     
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document**
     
101.PRE
 
XBRL Taxonomy Extension Label Linkbase Document**
 
*Previously filed.
**Filed herewith.
 
 
 

 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 22, 2014


RADIANT OIL & GAS, INC.
 
/s / John M. Jurasin                                    
John M. Jurasin, Chief Executive Officer,
Principal Accounting Officer, and
Chief Financial Officer

 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following person on behalf of Radiant Oil & Gas, Inc. and in the capacities and on the dates indicated:

Signature
 
Title
 
Date
         
/s/ John M. Jurasin         
 
Chief Executive Officer, Chief Financial Officer,
 
January 22, 2014
John M. Jurasin
  Principal Accounting Officer and Chairman of the Board    
         


 
 

 

EXHIBIT INDEX
 
Exhibit No.
 
Description
     
2.1
 
Exchange Agreement, dated as of July 23, 2010, by and among Radiant Oil & Gas, Inc, Jurasin Oil & Gas, Inc., and the shareholders of Jurasin. Previously filed on Form 8-K dated November 8, 2010. Company agrees to furnish to the SEC, upon request, a copy of any omitted schedule.
     
2.2
 
Amendment No. 1 to Reorganization Agreement, effective July 31, 2010, by and among Radiant Oil & Gas, Inc., Jurasin Oil & Gas, Inc., and the JOG Shareholders. Previously filed on Form 8-K dated August 16, 2010.
     
3.1
 
Amended Articles of Incorporation of the Registrant (Incorporated by reference to the Current Report on Form 8-K filed with the SEC on August 16, 2010 as Exhibit 3.1).
     
3.2
 
By-Laws of the Registrant (Incorporated by reference to the Current Report on Form 8-K filed with the SEC on August 16, 2010 as Exhibit 3.2)
     
10.1
 
First Lien Credit Agreement, dated October 4, 2013, by and among the Company, through its wholly subsidiary Radiant Acquisitions 1, LLC with various Lenders.*
     
31.1
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.*
     
32.1
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.*
     
101.INS
 
XBRL Instance Document**
     
101.SCH
 
XBRL Taxonomy Extension Schema Document**
     
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document**
     
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document**
     
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document**
     
101.PRE
 
XBRL Taxonomy Extension Label Linkbase Document**
 
*Previously filed.
**Filed herewith.