RADIANT OIL & GAS INC company history: the story so far

History

A shell company that changed hands in 2006 became an oil and gas explorer through a 2010 merger, then faced late filings and an auditor change by April 2014.

2006: Shells and a change of control

The company, then called G/O International, began this period as an inactive shell. On February 28, 2006, Sand Hills General Partners acquired 6,400,000 shares, or 74.5% of the stock, and took control. Some shares came from existing holders swapping them for partnership interests, and others were tied to settling $643,598 of debt owed by its Cayman subsidiary, Waterbury Resources, to Q-Marq Securities.

In August 2006 it completed a reorganization with SH Celera Capital Corporation and renamed itself G/O Business Solutions. After a 1-for-2 reverse split, it issued 17,300,744 shares to SH Celera, which then owned 80%. The plan was a fee-based business consulting practice, with George Jarkesy as chairman and CEO, and a commitment to raise $2.5 to $5 million through preferred stock. The record is then quiet until 2010.

2010-2011: Turning to oil and gas

On August 5, 2010, the company, now Radiant Oil & Gas, a Nevada company, closed a reverse merger with Jurasin Oil & Gas. It issued 10,000,000 shares at closing, with more tied to drilling and seismic-permit milestones. John Jurasin became CEO, CFO and chairman and received an $884,000 note at 4%. He also held 51% of Amber Energy, and the Macquarie Bank credit facilities were modified. John Thomas Financial received 6,000,000 shares under an agreement aiming to raise up to $14.5 million, and $600,000 of debentures were issued.

In November 2010 the company sold 1,215,000 shares for $1,215,000 to accredited investors, including $500,000 of debentures converted into shares. The other $100,000 of debentures was repaid. By December, Jurasin holders had received 5,500,002 shares in total, after SEC comments forced several amendments to the merger report.

2012-2014: Going-concern warnings and a new auditor

Shares on issue rose from 11,439,813 at the end of 2011 to 15,271,335 at the end of 2014, though the records here do not explain the increases. Auditor Malone Bailey's reports on 2011 and 2012 carried a going-concern warning, meaning substantial doubt about the company's ability to continue. On April 7, 2014, after a late annual-report notice, the board dismissed Malone Bailey and appointed GBH CPAs, PC, saying there was no disagreement. As of April 17, 2014, the 2013 annual report was not yet filed, and the company said it intended to seek a national exchange listing afterward.

Written from the 6 story beats below (2006 to 8 Apr 2014), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

201414.7m shares · US$8.1m market cap

8 Apr
On April 7, 2014 the board dismissed its auditor Malone Bailey (the firm that audited 2011 and 2012 and reviewed the 2013 quarterly reports) and appointed GBH CPAs, PC, effective immediately. The filing says the change was not due to any disagreement, but notes Malone Bailey's 2011 and 2012 audit reports carried a going-concern warning (substantial doubt about the company's ability to continue). GBH is to audit 2013 (split into a successor period from Oct 9, 2013 and a predecessor period to Oct 8, 2013) and 2012; the company says it intends to seek a national exchange listing after the 2013 10-K and to file 2014 quarterly reports on time. This follows the late annual-report notice of March 31, 2014.
auditor change
14.7m shUS$8.1m

2010

9 Dec
Amendment no. 3 (it is labelled no. 2 in its own text) to the August 2010 Jurasin deal report, again responding to SEC comments, and it updates terms. Jurasin holders have now received 5,500,002 shares in total (500,000 from milestones met), with up to 500,000 more on two of five remaining conditions. Of the $600,000 debentures, $500,000 was converted into shares in November 2010 and $100,000 was repaid with interest. Warrants for 300,000 shares are now stated at $1.00, not the $0.50 previously recorded. John Thomas Financial's terms are detailed: $8,000 a month consulting fee, placement fees of 8-10% on equity raised, and a filing deadline for a resale registration statement. This resolves the debenture thread and changes the share and warrant figures in the context.
business combination
17 Nov
The company sold 1,065,000 shares on November 12, 2010 for $1,065,000 and 150,000 shares on November 15 for $150,000 to accredited investors, with demand registration rights on the 1,215,000 shares. The November 12 amount includes $500,000 of debentures converted into 500,000 shares. Sales commissions were 8% ($85,200 and $12,000), plus about $31,000 of related expenses on the first sale. This is the first equity raised under the John Thomas Financial offering shown in the filings, though the text does not name JTF as the placement agent for these sales. The $500,000 conversion ties to the August 2010 debentures.
capital raising announcement
16 Aug
Radiant Oil & Gas (now a Nevada company) closed a reverse merger with Jurasin Oil & Gas on August 5, 2010, issuing 10,000,000 shares at closing and up to 2,000,000 more on meeting drilling and seismic-permit milestones. John Jurasin became CEO, CFO and chairman, and the company issued him an $884,000 note at 4% due by May 31, 2013 (or earlier on a $10 million equity raise). It also issued 6,000,000 shares to John Thomas Financial under an investment banking agreement aiming to raise up to $14.5 million, plus $600,000 of debentures with warrants for 600,000 shares at $0.50. Jurasin holds a 51% interest in Amber Energy, and the Macquarie Bank credit facilities were modified. This replaces the earlier consulting business with an oil and gas operation.
business combination

2006

16 Aug
On August 15, 2006, G/O completed a reorganization with SH Celera Capital Corporation and renamed itself G/O Business Solutions, Inc. After a 1-for-2 reverse split (8,650,372 shares down to 4,325,186), it issued 17,300,744 shares to SH Celera, which now owns 80%. SH Celera is to provide facilities and services so the company can run a fee-based business consulting practice. SH Celera also contributed $50,000 and assumed up to $65,000 of debt, and George Jarkesy became chairman and CEO. The company sent its remaining 356,999 Waterbury Resources shares to SH Celera and committed to raise $2.5–5 million through preferred stock. This replaces the prior inactive shell status and follows the June 2006 letter of intent.
business combination
24 Mar
On February 28, 2006, Sand Hills General Partners acquired 6,400,000 shares, or 74.5% of G/O International's common stock, giving it control. 3,325,000 shares came from existing shareholders swapping them for partnership interests, and 3,075,000 shares were tied to settling $643,598 of debt owed by the Cayman subsidiary Waterbury Resources to Q-Marq Securities. Q-Marq released the debt in return for 1,500,000 Waterbury shares plus a $35,000 note from Sand Hills.
capital raising announcement