UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~June 30, ~~2013~~2014

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 000-24688

Radiant Oil & Gas, Inc.

(Exact name of registrant as specified in its charter)

Nevada	27-2425368
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

9700 Richmond Avenue, Suite 124	77042
Houston, Texas	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (832) 242-6000

NONE

(Former name, former address and former fiscal year, if changed since last report.)

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.

Yes ox No ~~x [See Explanatory Note]~~o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding as of ~~January~~August 168, 2014
Common Stock	1615,~~219~~271,~~408~~335

EXPLANATORY NOTE: The registrant filed a Comprehensive 10-K report on January 22, 2014 for the periods ending December 31, 2012 and 2011. This comprehensive 10-K included business and financial information, as well as certain disclosures of subsequent events pertaining to material events occurring up until the date of filing of the Comprehensive Form 10-K.

For a more complete understanding of the matters involving the Company, this Form 10-Q should be read together with the Comprehensive 10-K as well as the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013 and June 30, 2013, that were filed simultaneously with this Form 10-Q.

Table of Contents

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets (Unaudited)	14
	Consolidated Statements of Operations (Unaudited)	25
	Consolidated Statement of Changes in Stockholders' Deficit (Unaudited)	3
	Consolidated Statement of Changes in Stockholders’ Deficit (Unaudited)	6
	Consolidated Statements of Cash Flows (Unaudited)	47
	Notes to Condensed Financial Statements (Unaudited)	5
	Notes to Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1726
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2231
Item 4.	Controls and Procedures	2232
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2333
Item 1A.	Risk Factors	2333
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2333
Item 3.	Defaults Upon Senior Securities	2334
Item 4.	Mine Safety Disclosures	2334
Item 5.	Other Information	2334
Item 6.	Exhibits	2334
	Signatures	2435

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CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This quarterly report on Form 10-Q of Radiant Oil & Gas, Inc. contains forward-looking statements relating to Radiant’s operations that are based on management’s current expectations, estimates and projections about the petroleum, chemicals and other energy-related industries. Words such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “projects,” “believes,” “seeks,” “schedules,” “estimates,” “budgets” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond the company’s control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Unless legally required, Radiant undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are: changing crude oil and natural gas prices; changing refining, marketing and chemical margins; actions of competitors or regulators; timing of exploration expenses; timing of crude oil liftings; the competitiveness of alternate-energy sources or product substitutes; technological developments; the results of operations and financial condition of equity affiliates; the inability or failure of the company’s joint-venture partners to fund their share of operations and development activities; the potential failure to achieve expected net production from existing and future crude oil and natural gas development projects; potential delays in the development, construction or start-up of planned projects; the potential disruption or interruption of the company’s net production or manufacturing facilities or delivery/transportation networks due to war, accidents, political events, civil unrest, severe weather or crude oil production quotas that might be imposed by the Organization of Petroleum Exporting Countries; the potential liability for remedial actions or assessments under existing or future environmental statutes, regulations and litigation; the potential liability resulting from other pending or future litigation; the company’s future acquisition or disposition of assets and gains and losses from asset dispositions or impairments; government-mandated sales, divestitures, recapitalizations, industry-specific taxes, changes in fiscal terms or restrictions on scope of company operations; foreign currency movements compared with the U.S. dollar; the effects of changed accounting rules under generally accepted accounting principles promulgated by rule-setting bodies; and the factors set forth under the heading “Risk Factors” on page 14 of the company’s ~~Comprehensive~~ Form 10-K. In addition, such statements could be affected by general domestic and international economic and political conditions. Other unpredictable or unknown factors not discussed in this report could also have material adverse effects on forward-looking statements.

CERTAIN TERMS USED IN THIS REPORT

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Radiant Oil & Gas, Inc. “SEC” refers to the Securities and Exchange Commission.

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PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

RADIANT OIL AND GAS, INC.

Consolidated Balance Sheets

(Unaudited)

	September 30, 2013			December 31, 2012
	Successor
	June 30,			December 31,
	2014			2013
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	~~117~~1,~~100~~413,925		$	~~162~~694,~~330~~582
Prepaid Expenses		79,540			-
Restricted cash		1,150,427			2,067,225
Other current assets		115,266			115,029
Certificates of deposit		325,000			325,000
Due from related parties		364,122			366,277
Accounts receivable – oil and gas		382,885			271,550
TOTAL CURRENT ASSETS		676,028			643,636
Commodity derivative asset		-			33,330
Other current assets		79,803			81,154
Due from related parties		358,226			358,226
TOTAL CURRENT ASSETS		3,710,266			3,831,067
PROPERTY AND EQUIPMENT
Unevaluated property, accounted for using the full cost method of accounting		57,190			-
Properties subject to amortization, accounted for using the full cost method of accounting, net of accumulated depletion of $131,832 and $44,714, respectively		24,947,061			19,758,681
Property and equipment, net of accumulated depreciation of $185,727 and $183,933, respectively		587			3,278
Property and equipment, net of accumulated depreciation of $4,627 and $1,159, respectively		33,668			25,769
TOTAL PROPERTY AND EQUIPMENT		5724,~~777~~980,729			319,~~278~~784,450
TOTAL ASSETS	$	733,805		$	646,914
Commodity derivative asset		-			113,090
Deferred financing costs, net of accumulated amortization of $656,572 and $231,859, respectively		6,416,927			6,841,640
TOTAL ASSETS	$	35,107,922		$	30,570,247
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	14,~~457~~834,~~404~~785		$	1,~~353~~681,~~160~~423
Cash advance on acquisition option		55,565			55,565
Cash advances		905,991			35,580
Notes payable		3,537,387			3,497,081
Notes payable, current portion		8,658,935			5,004,834
Convertible notes payable		~~142~~70,500			142,500
Accrued interest		13,~~122~~116,~~140~~054			~~862~~1,~~092~~389,047
Due to related parties		980,316			914,968
Commodity derivative liability, current portion		323,250			-
Derivative liabilities		1,066,697			455,348
Due to related parties		916,320			917,295
TOTAL CURRENT LIABILITIES		8,362,009			7,280,714
Stock and warrant derivative liabilities, current portion		115,003			474,895
Deferred gain		927,831			887,076
TOTAL CURRENT LIABILITIES		18,940,838			9,645,574
Asset retirement obligations		100,000			100,000
Deferred gain		655,628			900,628
TOTAL LIABILITIES		9,389,840			8,267,790
Asset retirement obligations		438,287			455,296
Commitments and contingencies		50,000			50,000
Stock and warrant derivative liabilities		843,875			4,000,817
Commodity derivative liability		708,590			-
Long-term debt, net of unamortized discount of $566,731 and $522,993, respectively		25,710,146			25,475,264
TOTAL LIABILITIES		47,297,364			40,477,579
Commitments and contingencies (Note 14)		50,000			50,000
STOCKHOLDERS' DEFICIT
Common stock, $0.01 par value, 100,000,000 shares authorized, 12,024,769 and 11,847,813 shares issued and outstanding respectively as of September 30, 2013 and December 31,2012		120,248			118,478
Common stock, $0.01 par value, 100,000,000 shares authorized, 14,769,039 and 13,784,408 shares issued and outstanding, respectively		147,691			137,845
Additional paid-in capital		37,~~660~~008,~~956~~190			36,~~401~~114,~~328~~133
Accumulated deficit		(1219,~~487~~395,~~239~~323	)		(1116,~~190~~209,~~682~~310	)
TOTAL STOCKHOLDERS' DEFICIT		(812,~~706~~239,~~035~~442	)		(79,~~670~~957,~~876~~332	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	~~733~~35,~~805~~107,922		$	~~646~~30,~~914~~570,247

The accompanying ~~footnotes~~notes are an integral part of these ~~unaudited~~consolidated financial statements.

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RADIANT OIL ~~AND~~& GAS, INC.

Consolidated Statements of Operations

(Unaudited)

	Three months ended						Nine months ended
	Successor			Predecessor			Successor			Predecessor
	September 30,						September 30,
	For the Three			For the Three			For the Six			For the Six
	2013			2012			2013			2012
	Months Ended			Months Ended			Months Ended			Months Ended
	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013
OIL AND GAS REVENUES	$	682,672		$	532,871		$	1,449,131		$	1,287,326
OPERATING EXPENSES:
Depreciation, depletion, and amortization	$	897		$	897		$	2,691		$	2,790
Lease operating expenses		1,059,703			706,619			1,749,873			1,557,431
General and administrative expense		293,634			396,610			982,155			718,846
Depreciation, depletion, amortization and accretion		48,632			12,272			107,739			21,225
TOTAL OPERATING EXPENSES		294,531			397,507			984,846			721,636
General and administrative expense		1,189,167			-			2,363,557			-
OPERATING LOSS		(294,531	)		(397,507	)		(984,846	)		(721,636	)
TOTAL OPERATING EXPENSES		2,297,502			718,891			4,221,169			1,578,656
OTHER (INCOME) EXPENSE:
OPERATING LOSS		(1,614,830	)		(186,020	)		(2,772,038	)		(291,330	)
Loss (gain) on derivative liabilities		(53,292	)		36,081			(138,208	)		122,018
OTHER INCOME (EXPENSE):
Loss on warrant derivative		149,557			-			149,557			-
Unrealized gain on stock and warrant derivative liabilities		817,587			-			2,966,271			-
Other income		-			-			-			(250,000	)
Net loss on commodity derivatives		(946,180	)		-			(1,178,260	)		-
Interest expense		~~128~~(1,~~974~~279,622	)		~~78,694~~-			~~300~~(2,~~362~~439,664	)		~~233,516~~-
Total other (income) expenses		225,239			114,775			311,711			105,534
Other income, net		5			-			237,678			-
NET LOSS	$	(519,770	)	$	(512,282	)	$	(1,296,557	)	$	(827,170	)
Total other expense		(1,408,210	)		-			(413,975	)		-
LOSS PER SHARE - Basic and diluted	$	(0.04	)	$	(0.04	)	$	(0.11	)	$	(0.07	)
NET LOSS	$	(3,023,040	)	$	(186,020	)	$	(3,186,013	)	$	(291,330	)
WEIGHTED AVERAGE SHARES OUTSTANDING -
NET LOSS PER COMMON SHARE - Basic and diluted	$	(0.21	)	$	(0.15	)	$	(0.22	)	$	(0.23	)
Basic and diluted		12,024,769			11,847,813			12,000,891			11,668,134
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - Basic and diluted		14,735,482			1,240,102			14,339,734			1,240,102

The accompanying ~~footnotes~~notes are an integral part of these ~~unaudited~~consolidated financial statements.

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RADIANT OIL ~~AND~~& GAS, INC.

Consolidated ~~Statements~~Statement of Changes in Stockholders’ Deficit

For the nine month period ended September 30, 2013

(Unaudited)

					Additional					Total
	Common Stock				Paid-inIn		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Deficit
Balance at December 31, 2012		11,847,813	$	118,478	$	3,401,328	$	(11,190,682	)	$	(7,670,876	)
Balance at December 31, 2013		13,784,408	$	137,845	$	6,114,133	$	(16,209,310	)	$	(9,957,332	)
Common stock issued for cash		176,956		1,770		143,230		-			145,000
Common stock issued for exercise of Bridge loan warrants		875,000		8,750		-		-			8,750
Stock based compensation		-		-		116,398		-			116,398
Common stock issued for conversion of Asher convertible notes		84,631		846		71,154		-			72,000
Net loss		-		-		-		(1,296,557	)		(1,296,557	)
Settlement of warrant liability on Asher convertible notes		-		-		550,563		-			550,563
Balance at September 30, 2013		12,024,769	$	120,248	$	3,660,956	$	(12,487,239	)	$	(8,706,035	)
Stock-based compensation		25,000		250		272,340		-			272,590
Net loss for the period		-		-		-		(3,186,013	)		(3,186,013	)
Balance at June 30, 2014		14,769,039	$	147,691	$	7,008,190	$	(19,395,323	)	$	(12,239,442	)

The accompanying ~~footnotes~~notes are an integral part of these ~~unaudited~~consolidated financial statements.

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RADIANT OIL ~~AND~~& GAS, INC.

Consolidated Statements of Cash Flows

(Unaudited)

	For Nine Months Ended
	Successor			Predecessor
	September 30,
	For the Six			For the Six
	2013			2012
	Months Ended			Months Ended
	June 30, 2014			June 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(13,~~296~~186,~~557~~013	)	$	(~~827~~291,~~170~~330	)
Adjustments to reconcile net loss to net cash flow from operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion & amortization		2,691			2,790
Depreciation, depletion, amortization, and accretion		107,739			21,225
Amortization of deferred financing charges		-			649
Amortization of deferred financing costs		424,713			-
Amortization of debt discount		3936,~~452~~262			-
Loss (gain) on derivative liabilities		(138,208	)		122,018
Unrealized gain on stock and warrant derivative liabilities		(2,966,271	)		-
Loss on warrant derivative issued in connection with debt		149,557			-
Net loss on commodity derivatives		1,178,260			-
Stock-based compensation		~~116~~272,~~398~~590			~~184,368~~-
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses		(79,540	)		-
Accounts receivable – oil and gas		(111,335	)		68,941
Decrease (increase) in other current assets		(237	)		(1,843	)
Other current assets		1,351			-
Decrease (increase) in due from related parties		2,155			3,116
Accounts payable and accrued expenses		3,246,376			(60,182	)
Increase in accounts payable and accrued expenses		365,146			316,351
Deferred gain		(245,000	)		-
Increase (decrease) in deferred income		40,755			587,354
Net cash used in operating activities		(1,241,328	)		(261,346	)
Increase (decrease) in due to related party		-			(132,008	)
Net cash provided by (used in) operating activities		(798,388	)		255,625
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in unevaluated oil and gas properties		(57,190	)		-
Change in restricted cash		916,798			-
Purchase of equipment		-			(1,893	)
Cash paid for oil and gas properties		(4,075,667	)		-
Net cash provided by (used in) investing activities		(57,190	)		(1,893	)
Proceeds from sale of oil and gas properties		400,000			-
Net change in cash received from advances from owners		870,411			-
Purchase of equipment		(11,367	)		-
Net cash used in investing activities		(1,899,825	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock and notes payable		600,000			900
Borrowings on notes payable		4,000,000			-
Payments on notes payable		-			(1,435	)
Original issue discount on notes payable		(80,000	)		-
Proceeds from borrowings from related parties		67,346			59,274
Payments on notes payable		(67,279	)		-
Payments on borrowings from related parties		(1,998	)		(340,550	)
Proceeds from issuance of common stock		8,750			-
Proceeds from issuance of common stock		145,000			79,000
Loans to/from owners, net		(975	)		-
Net cash provided by financing activities		810,348			(202,811	)
Predecessor contributions		-			261,346
INCREASE (DECREASE) IN CASH		(45,230	)		50,921
Net cash provided by financing activities		3,860,496			261,346
CASH, BEGINNING OF PERIOD		162,330			12,004
INCREASE IN CASH		719,343			-
CASH, END OF PERIOD	$	117,100		$	62,925
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		694,582			-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,413,925		$	-
CASH PAID DURING THE PERIOD FOR
Income taxes	$	-		$	-
Interest	$	862		$	503
NON-CASH INVESTING AND FINANCING ACTIVITIES
Debt discount related to warrants granted	$	600,000		$	-

The accompanying ~~footnotes~~notes are an integral part of these ~~unaudited~~consolidated financial statements.

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~~Note~~RADIANT 1OIL –& ~~General~~GAS, ~~Organization and Business and Summary of Significant Accounting Policies~~INC.

Consolidated Statements of Cash Flows

(Unaudited)

(Continued)

	Successor		Predecessor
	For the Six		For the Six
	Months Ended		Months Ended
	June 30, 2014		June 30, 2013

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

CASH PAID DURING THE PERIOD FOR:
Income taxes	$	-	$	-
Interest	$	249,237	$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Change in accrued oil and gas development costs	$	1,633,993	$	-
Common stock issued for conversion of debt	$	72,000	$	-
Settlement of derivative liability from exercise of Bridge Loan warrants	$	550,563	$	-
Change in asset retirement obligations	$	34,162	$	-

The accompanying notes are an integral part of these consolidated financial statements.

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RADIANT OIL & GAS, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – General Organization and Business

General Organization and Business

~~The~~Radiant ~~accompanying~~Oil ~~unaudited~~& ~~interim~~Gas, ~~consolidated~~Inc. ~~financial statements of~~ (“Radiant” ~~have~~or ~~been prepared in accordance with accounting principles generally accepted in~~ “the ~~United States of America and the rules of the Securities and Exchange Commission (“SEC~~Company”), ~~and~~is ~~should~~an beindependent ~~read~~oil inand ~~conjunction~~gas ~~with~~exploration ~~the audited financial statements~~ and ~~notes~~production ~~thereto~~company ~~contained~~that operates in the ~~Company’s~~Gulf ~~latest~~Coast ~~Annual~~region ~~Report~~of ~~filed with~~ the ~~SEC~~United ~~on Form~~States ~~10-K. In the opinion~~ of ~~management~~America, ~~all adjustments~~specifically, ~~consisting~~onshore ofin ~~normal~~Louisiana ~~recurring~~and ~~adjustments~~Mississippi, in ~~necessary~~the ~~for~~state awaters ~~fair presentation~~ of ~~financial~~Louisiana, ~~position~~USA, and the ~~results~~federal ofwaters ~~operations~~offshore ~~for~~Texas in the ~~interim~~Gulf ~~periods~~of ~~presented have been reflected herein~~Mexico. ~~The results~~ Effective ofOctober ~~operations~~9, ~~for~~2013, ~~interim~~the ~~periods~~Company ~~are~~closed ~~not~~on ~~necessarily~~the ~~indicative~~purchase of ~~the~~oil ~~results~~and togas beproperties ~~expected~~located ~~for~~in ~~the~~Louisiana ~~full~~and ~~year. Notes~~Mississippi to (the ~~financial~~“Natchez ~~statements~~Properties” ~~which~~or ~~would~~“Natchez”, ~~substantially~~formerly ~~duplicate~~known ~~the~~as ~~disclosure contained in~~ the ~~audited~~“Vidalia ~~financial~~Properties” ~~statements~~or ~~for~~“Vidalia”). The ~~the~~Natchez ~~most~~Properties ~~recent~~contain ~~fiscal~~over ~~year~~eighty ~~ended~~(80) ~~December~~wells ~~31, 2012, as reported~~ in ~~Form~~Louisiana ~~10-K,~~and ~~have been omitted~~Mississippi.

The Company determined Natchez to be its predecessor entity as the latter’s historical operations were significantly larger than the historical operations of the Company. For the purposes of financial statement presentation, designation of an acquired business as a predecessor is required if a registrant succeeds to the business of another entity and the registrant’s own operations prior to the succession appear insignificant relative to the operations assumed or acquired. As such, the Company has included the historical financial results of Natchez prior to October 9, 2013 as its predecessor entity.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of Radiant have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Form 10-K filed on May 7, 2014.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the most recent fiscal year ended December 31, 2013 have been omitted.

Reclassifications

Certain reclassifications have been made to amounts in prior periods to conform to the current period presentation. All reclassifications have been applied consistently to the periods presented.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions about future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. The Company’s estimates include estimates of oil reserves, future cash flows from oil properties, depreciation, depletion, amortization, impairment of oil properties, asset retirement obligations, and calculations related to stock and warrant derivative liabilities and commodity derivative instruments. Management emphasizes that reserve estimates are inherently imprecise and that estimates of more recent reserve discoveries are more imprecise than those for properties with long production histories. Actual results may differ from the estimates and assumptions used in the preparation of the Company’s consolidated financial statements.

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Principles of Consolidation

The Company consolidates all of its investments in which the Company has exclusive control. The accompanying consolidated financial statements include the accounts of Radiant and the Company’s wholly owned subsidiaries, Jurasin Oil & Gas, Inc. (“Jurasin”) Rampant Lion Energy, LLC (“RLE”), Radiant Oil & Gas Operating Company, Inc. (“ROGop”), Radiant Acquisitions 1, Inc. (“Radiant Acquisitions”), Radiant Synergy Operating LLC (“Radiant Synergy”), Charenton Oil Company LLC (“Charenton”), Coral PP, LLC (“Coral”), Onyx Exploration, LLC (“Onyx”) and Taylor Point Shallow, LLC (“Taylor Point”).

In accordance with established practices in the oil and gas industry, the Company’s consolidated financial statements include pro-rata share of assets, liabilities, income and lease operating and general and administrative costs and expenses of Amber Energy, LLC (“Amber”), in which the Company has an interest. The Company owned a 51% interest in Amber as of June 30, 2014.

The financial statements presented herein contain information for Natchez for the three and six months ended June 30, 2013.

All material intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

Cash and cash equivalents are all highly liquid investments with an original maturity of three months or less at the time of purchase and are recorded at cost, which approximates fair value. The Company and its subsidiaries maintain its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”), which insures the balances up to $250,000 per depositor. At June 30, 2014 and December 31, 2013, the Company had cash balances of $2,006,226 and $2,017,241, respectively, in excess of FDIC insurance limits. The Company has not incurred losses related to any deposits in excess of the FDIC insurance amount and believes no significant concentration of credit risk exists with respect to cash investments.

As of June 30, 2014, Radiant had a restricted cash balance of $1,150,427. This amount includes cash balances restricted by the lender in the Centaurus Credit Agreement (“Centaurus Agreement”) (see Note 6 for more detail on this financing) and restricted funds required by an agreement with a drilling vendor that expires upon the earlier of the completion and settlement of invoices related to the drilling project, or November 1, 2014.

Concentrations

Financial instruments which potentially subject us to concentrations of credit risk consist of cash. We periodically evaluate the credit worthiness of financial institutions, and maintain cash accounts only with major financial institutions thereby minimizing exposure for deposits in excess of federally insured amounts. We believe that credit risk associated with cash is remote.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are reflected at net realizable value. The Company establishes provisions for losses on accounts receivable if the Company determines that the Company will not collect all or part of the outstanding balance. The Company regularly reviews collectability and establishes or adjusts the allowance as necessary using the specific identification method. Substantially all of accounts receivable balance relates to the most recent crude oil revenue sales.

Deferred Financing Charges

Deferred finance charges consist of legal and other fees incurred in connection with the issuance of notes payable and are capitalized and shown in the consolidated balance sheets. These charges are being amortized using the effective interest method over the term of the related notes.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related asset: furniture and fixtures - 7 years; vehicles - 5 years; computer equipment and software - 3 to 5 years. Fully depreciated assets are retained in property and accumulated depreciation accounts until they are removed from service. The Company performs ongoing evaluations of the estimated useful lives of the property and equipment for depreciation purposes. Maintenance and repairs are expensed as incurred.

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Oil and Natural Gas Properties

The Company accounts for its oil and natural gas producing activities using the full cost method of accounting, as prescribed by the SEC. Under this method, subject to a limitation based on estimated value, all costs incurred in the acquisition, exploration, and development of proved oil and natural gas properties, including internal costs directly associated with acquisition, exploration, and development activities, the costs of abandoned properties, dry holes, geophysical costs, and annual lease rentals are capitalized within a full cost pool. Costs of production and general and administrative corporate costs unrelated to acquisition, exploration, and development activities are expensed as incurred.

Costs associated with unevaluated properties are capitalized as oil and natural gas properties, but are excluded from the amortization base during the evaluation period. When the Company determines whether the property has proved recoverable reserves or not, or if there is an impairment, the costs are transferred into the amortization base and thereby become subject to amortization. The Company evaluates unevaluated properties for inclusion in the amortization base at least annually. The Company assesses properties on an individual basis, or as a group, if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate that there would be impairment, or if proved reserves are assigned to a property, the cumulative costs incurred to date for such property are transferred to the amortizable base and are then subject to amortization.

Capitalized costs included in the amortization base are depleted using the units of production method based on proved reserves. Depletion is calculated using the capitalized costs included in the amortization base, including estimated asset retirement costs, plus the estimated future expenditures to be incurred in developing proved reserves, net of estimated salvage values.

The Company includes its pro rata share of assets and proved reserves associated with an investment that is accounted for on a proportional consolidation basis with assets and proved reserves that the Company directly owns. The Company calculates the depletion and net book value of the assets based on the full cost pool’s aggregated values. Accordingly, the ratio of production to reserves, depletion and impairment associated with a proportionally consolidated investment does not represent a pro rata share of the depletion, proved reserves, and impairment of the proportionally consolidated venture.

The net book value of all capitalized oil and natural gas properties, less related deferred income taxes, is subject to a full cost ceiling limitation which is calculated quarterly. Under the ceiling limitation, costs may not exceed an aggregate of the present value of future net revenues attributable to proved oil and natural gas reserves discounted at 10 percent using current prices, plus the lower of cost or market value of unproved properties included in the amortization base, plus the cost of unevaluated properties, less any associated tax effects. Any excess of the net book value, less related deferred tax benefits, over the ceiling is written off as expense. Impairment expense recorded in one period may not be reversed in a subsequent period even though higher oil and gas prices may have increased the ceiling applicable to the subsequent period.

Sales or other dispositions of oil and natural gas properties are accounted for as adjustments to capitalized costs, with no gain or loss recorded unless the ratio of cost to proved reserves would significantly change.

Impairment of Long-Lived Assets

The Company periodically reviews non-oil and gas long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. During the three and six months ended June 30, 2014 and 2013, there was no impairment recorded by the Company.

Asset Retirement Obligations

The Company records the fair value of an asset retirement cost, and corresponding liability as part of the cost of the related long-lived asset and the cost is subsequently allocated to expense using a systematic and rational method. The Company records an asset retirement obligation to reflect its legal obligations related to future plugging and abandonment of oil and natural gas wells and gas gathering systems. The Company estimates the expected cash flow associated with the obligations and discounts the amount using a credit-adjusted, risk-free interest rate. At least annually, the Company reassesses the obligations to determine whether a change in the estimated obligations is necessary. The Company evaluates whether there are indicators that suggest the estimated cash flows underlying the obligations have materially changed. Should those indicators suggest the estimated obligation may have materially changed on an interim basis (quarterly), the Company will accordingly update its assessment. Additional retirement obligations increase the liability associated with new oil and natural gas wells and gas gathering systems as these obligations are incurred.

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Derivative Financial Instruments

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to non-operating income. For warrants and convertible derivative financial instruments, the Company uses the Binomial Option Pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period, in accordance with FASB ASC Topic 815, Derivatives and Hedging. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. The Company follows the “sales method” of accounting for oil and natural gas revenues, and recognizes revenue on all natural gas or crude oil sold to purchasers, regardless of whether the sales are proportionate to our ownership in the property. A receivable or liability is recognized only to the extent that the Company has an imbalance on a specific property greater than the expected remaining proved reserves.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

FASB ASC-740 establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the consolidated financial statements. Also, the statement implements a process for measuring those tax positions which meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns.

Net Loss per Common Share

Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the diluted weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. There was no difference between basic and diluted loss per share for all periods presented.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its consolidated results of operations, financial position or cash flows.

~~Going~~Subsequent ~~Concern~~Events

AsThe ~~reflected in the accompanying financial statements, the~~ Company has aevaluated ~~working~~all ~~capital~~transactions ~~deficit~~from ofJune ~~$7,685,981 and an accumulated deficit of $12,487,239 as of September~~ 30, ~~2013. These~~2014 ~~factors~~through ~~raise substantial doubt about~~ the ~~Company’s~~financial ~~ability~~statement ~~to continue as a going concern. Management plans to raise funds through the~~ issuance ofdate ~~debt,~~for ~~the~~subsequent ~~sale~~event ofdisclosure ~~common~~consideration ~~stock,~~and ~~merger~~there ~~with~~are ~~another~~no ~~company~~reportable ~~or the sale of partial interests in our projects to other industry participants~~events.

The Company’s ability to continue as a going concern is dependent upon its ability to raise capital through the issuance of debt, the sale of common stock, the consummation of a merger, or the sale of partial interests in its projects to other industry participants. If it does not raise capital sufficient to fund its business plan, Radiant may not survive. The consolidated financial statements do not include any adjustments that might be necessary if the Company was unable to continue as a going concern.12

Note 2 – Oil and Gas Properties

Project Descriptions – Existing Oil & Gas Properties

Shallow Oil - Black Gold

On March 1, 2012, the Company entered into a project agreement (the “Shallow Oil Phase 1 Agreement”) with Black Gold, Inc. (“Black Gold”) for joint acquisition and exploration of certain oil and gas leases and related assets located in St. Mary Parish, Louisiana (the “Phase 1 Lease”). According to this agreement, Black Gold agrees to acquire a 50% undivided interest in the leases and participate in drilling and exploitation if these leases. Radiant agrees to acquire related leases, provide drilling services and has an overriding royalty interest in drilled wells. The cost of acquiring leases was paid by Black Gold. Black Gold paid $150,000 ("Initial Project Costs") to the Company in March 2012 for acreage acquisition, brokerage and other costs to secure acreage. Black Gold was to participate in the drilling of up to five more wells (the "Phase 1 Initial Wells") and agreed to pre-fund $1,500,000 (the "Phase 1 Initial Drilling Commitment") to the Company within 10 days of the issuance of either a Phase 1 or Phase 2 well. Black Gold did not fund its Phase 1 Initial Drilling Commitment and no drilling commenced. In accordance with the Shallow Oil Phase 1 Agreement, the Company issued to Black Gold 150,000 shares of its common stock at $.50 per share.

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OnNote ~~June~~3 1,– ~~2012, the Company entered into another project agreement (the “Shallow~~ Oil ~~Phase 2 Agreement”) with Black Gold, for joint acquisition~~ and ~~exploration~~Gas of certain oil and gas leases and related assets located in St. Mary Parish, Louisiana (the “Phase 2 Lease”). According to this agreement, Black Gold agrees to acquire a 50% undivided interest in the leases and participate in drilling and exploitation if these leases. Radiant agrees to acquire related leases, provide drilling services and has a overriding royalty interest in drilled wells. The cost of acquiring leases was paid by Black Gold. Black Gold paid $250,000 ("Phase 2 Initial Project Costs") to the Company in May 2012 for acreage acquisition, brokerage and other costs to secure acreage. Black Gold was to participate in the drilling of up to five more wells (the "Phase 2 Initial Wells") and agreed to pre-fund $1,450,000 (the "Phase 2 Initial Drilling Commitment") to the Company within 45 days of issuance of the Phase 1 Initial Drilling Commitment. Black Gold did not fund its Phase 1 Initial Drilling Commitment and no drilling commenced. In accordance with the Shallow Oil Phase 2 Agreement, the Company issued to Black Gold 250,000 shares of its common stock at $.50 per share.Properties

InThe ~~January~~table ~~and~~below ~~February~~summarizes ~~2013,~~the ~~Black~~Company’s ~~Gold~~capitalized ~~funded~~costs ~~$90,000~~related asto ~~part~~proved ofoil ~~its~~and ~~drilling~~gas ~~commitment.~~properties Inwhich ~~accordance~~were ~~with~~subject ~~the~~to ~~Shallow Oil Phase 2 Agreement~~depreciation, ~~the~~depletion ~~Company~~and ~~issued~~amortization toat ~~Black~~June ~~Gold 90~~30,~~000~~ ~~shares~~2014 ofand ~~its~~December ~~common~~31, ~~stock~~2013 ~~at $.50 per share.~~were:

The Company and Black Gold agreed to each retain a 50% working interest share in the Phase 1 and 2 Leases.

	June 30,			December 31,
	2014			2013

Proved oil and gas properties	$	25,078,893		$	19,803,395
Accumulated depreciation, depletion, and amortization		(131,832	)		(44,714	)
Net capitalized costs	$	24,947,061		$	19,758,681

AsAll of ~~September~~the Company’s oil and gas properties are proved as of June 30, ~~2013,~~2014 ~~$245~~and December 31,~~000~~ 2013 in accordance with the definition of proved reserves. During 2014, the ~~amount~~Company ~~received~~incurred ~~from~~capital ~~Black~~costs ~~Gold~~of isapproximately ~~shown~~$5.7 asmillion ~~deferred~~primarily ~~gain~~related into the ~~consolidated~~drilling ~~balance~~and ~~sheet~~development of the Ensminger and Coral projects. ~~This~~The ~~amount~~Company ~~was~~sold ~~recorded~~35% asof ~~deferred~~its ~~gain~~100% ~~due~~working tointerest in the ~~fact~~Coral ~~that~~project ~~Black~~during ~~Gold~~second ~~did~~quarter ~~not~~of ~~fully~~2014 ~~fund~~and ~~its~~received ~~commitment~~proceeds ~~and~~of ~~therefore~~$2.0 ~~did~~million ~~not~~which ~~receive~~included $335,301 ~~ownership~~of reimbursement of previous development costs and a cash advance of $1,264,699 for the ~~Shallow~~third ~~Oil~~party’s ~~properties~~share of future projected costs on the first well.

~~Shallow~~Note ~~Oil~~4 -– ~~Grand~~Deferred ~~Synergy~~Financing Charge

~~Effective~~In ~~June~~order 1,to ~~2012,~~obtain the ~~Company~~Centaurus ~~entered~~Facility ~~into a project agreement~~ (~~the~~see ~~“Shallow~~Note ~~Oil Phase 3 and 4 Agreement”~~6) ~~with~~the ~~Grand~~Company ~~Synergy~~incurred ~~Petroleum~~$7, ~~LLC (“Grand”) for joint acquisition and exploration of certain oil and gas leases and related assets located in St. Mary Parish~~073,499 ~~Louisiana (the “Phase 3 and 4 Leases”). As a result~~ of ~~this agreement~~legal, ~~two new Louisiana entities were formed~~banking, ~~Charenton~~insurance ~~Oil Company, LLC (“Charenton”) on May 8, 2012~~ and ~~Radiant~~other ~~Synergy~~professional ~~Operating,~~fees ~~LLC~~prior ~~(“Synergy”) on June 28, 2012. Charenton is a wholly owned subsidiary of Radiant and Synergy is owned 50%/50% by Radiant and Grand. According~~ to ~~this~~December ~~agreement~~31, ~~Radiant had to acquire related leases, provide drilling services and had a carried interest in drilled wells~~2013. These ~~Grand~~fees ~~agrees~~were tocapitalized ~~acquire an 80% undivided interest in the leases~~ and ~~participate~~are inbeing ~~drilling~~amortized ~~and~~over ~~exploitation of~~ the ~~leases. Grand is to be delievered a net revenue interest of no less than 75% proportionately reduced to the working interest. Grand agreed to a non~~five-~~refundable~~year ~~prospect~~term ~~fee~~ of ~~$250,000 covering previously incurred G&G analysis and other costs. Grand additionally agreed to fund up to $300,000 ("Phase 3 & 4 Initial Project Costs") for~~ the ~~acquisition~~Centaurus ofFacility upusing ~~to 1,000 acres in~~ the ~~purchase~~effective ~~area of working~~ interest ~~rights and title~~method. For ~~The leases were acquired in~~ the ~~name~~three ofand ~~Charenton.~~six ~~Currently~~months ~~all~~ended ~~lease~~June ~~acreage~~30, is2014, ~~still~~$230,862 ~~in the name of Charenton~~ and ~~no lease assignments have been made to Grand or to Synergy. Grand additionally committed to fund~~ $3424,~~000~~713,~~000~~ ~~(the~~respectively, ~~"Phase~~was 3recorded ~~and 4 Initial Drilling Commitment”) to pay for drilling of~~ as ~~many~~amortization ~~wells (expected to be ten wells) as can be drilled from such funds~~expense. The ~~Grand~~unamortized ~~agreed~~balance ~~to carry Radiant for its 20% interest to the tanks in the wells. Grand has fulfilled its commitment as it relates to payment~~ of ~~prospect~~deferred ~~fee~~financing ~~of $250,000 and initial project~~ costs ofat ~~$300,000.~~June ~~However~~30, ~~only~~2014 was $16,~~000~~416,~~000 of initial drilling commitment was funded by Grand on November 2012~~927.

~~The~~Note ~~non-refundable~~5 ~~prospect~~– ~~fee~~Cash of $250,000 received from Grand in June 2012 was recorded as Other Income on the Income Statement for the year ended December 31, 2012. The initial project cost of $300,000 received from Grand in July 2012 and the $1,000,000 received from Grand in November 2012 for drilling costs are recorded a deferred gain and related drilling costs of $617,169 was netted in this deferred gain balance as of September 30, 2013. This amount was recorded as deferred gain due to the fact that Grand Synergy did not fully fund its commitment and therefore did not receive ownership of the Shallow Oil properties. At the time the remaining funds are received from Grand, the Company will transfer the ownership of the leases to Charenton and will recognize the gross amount received, less the $300,000 as drilling revenue. The $300,000 will be recognized as revenue from the sale of leases. Related costs, including the amount currently deferred, will be recognized as drilling cost and leasehold costs, respectively.Advances

6Cash Advance on Acquisition Option

In June 2011, Radiant entered into a purchase and sale agreement with Blacksands Petroleum (“Blacksands”) whereby Radiant granted Blacksands 20% of the interests in certain oil and gas properties. In partial consideration for this agreement, Blacksands delivered to Radiant a refundable deposit of $50,000. Due to various matters, Radiant elected not to pursue this transaction. On November 12, 2012, Blacksands filed a lawsuit against Radiant for breach of contract. In December 2012, Blacksands obtained a judgment against Radiant in the amount of $55,565 which included the original deposit of $50,000, $3,750 of attorney fees and $1,815 of judgment interest. In late 2013, the Company made payments to Blacksands on the total amount of $19,985. As of June 30, 2014, the outstanding liability to Blacksands is $35,580 with accrued interest of $2,200.

Cash Advance on Coral Project

In June 2014, the Company sold 35% of its 100% working interest in the Coral project to a third party and received $2.0 million which included $335,301 of reimbursement of previous development costs and a cash advance of $1,264,699 for the third party’s share of future projected costs on the first well. As of June 30, 2014, the remaining balance of the outstanding cash advance from the third party for Coral was $870,411.

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~~Vidalia~~Note ~~Properties~~6 – Notes Payable

AsNotes ~~stated~~payable inas ~~“Subsequent Events” section on this 10Q, effective October 9, 2013, the Company closed on the purchase~~ of ~~oil~~June ~~and gas properties located in Louisiana and Mississippi for approximately $19~~30,~~000,000~~ ~~(Vidalia~~2014 ~~properties). The acquired properties contain over eighty (80) wells in Louisiana~~ and ~~Mississippi. The~~ ~~Louisiana~~December ~~properties include over 39 wells and numerous leases located in Catahoula~~31, ~~Concordia,~~2013 Laconsisted ~~Salle~~of ~~and~~the St. Mary's Parishes. The Mississippi properties include over 41 wells and numerous leases located in Adams, Amite, Franklin, and Wilkinson Counties. The properties include up to 24 productive wells and up to 36 shut-in wells.following:

In connection with this pending acquisition, the Company incurred various legal and professional expenses totaling $57,190, which were capitalized as part of acquisition as of September 30, 2013.

	June 30,			December 31,
	2014				2013
First Lien Credit Facility (Centaurus)	$	31,525,947			$	27,525,947
Senior credit facility (Amber)		2,032,188				2,032,188
Senior credit facility (RLE)		818,309				818,309
Fermo Jaeckle note		475,000				475,000
Patriot promissory notes (Patriot Notes)		83,426				150,705
Line of credit (Capital One Bank)		942				942
Total notes payable		34,935,812				31,003,091
Less: unamortized discount		(566,731	)			(522,993	)
Less: current portion		(8,658,935	)			(5,004,834	)
Long-term portion	$	25,710,146			$	25,475,264

~~Note~~First 3Lien –Credit ~~Notes~~Facility ~~Payable~~(“Centaurus ~~and Convertible Notes Payable~~Facility”)

~~Notes~~At ~~payable~~December 31, 2013, the Company was in multiple defaults of the Centaurus Credit Agreement (“Credit Agreement”), including timely delivery of audited financial statements and other reporting requirements. Effective February 28, 2014, the lender agreed to forbear from exercising its rights and remedies against the Company, as allowed by the Credit Agreement and related agreements for the then-existing defaults. The deferral period in the forbearance agreement will expire on the earlier of ~~September~~(i) 30five business days after receipt of the first proceeds from production received by the Company from the Coral project and (ii) October 1, ~~2013~~2014. The lender has specifically agreed to not initiate proceedings to collect on the obligation, discontinue lending under the Credit Agreement, initiate or join in any involuntary bankruptcy petition, repossess or dispose of any collateral under the Credit Agreement or similar actions because of the existing defaults. Should the Company default on any provisions in the Credit Agreement other than those existing defaults, the Lenders have the right to exercise their rights and ~~December~~remedies 31against the Company, ~~2012~~as ~~consisted~~contained in the facility agreement and through the amendment of the ~~following:~~Credit Agreement.

	September 30, 2013			December 31, 2012
Senior credit facility (AE)	$	2,032,188		$	2,032,188
Senior credit facility (RLE)		818,309			818,309
Fermo Jaeckle note		475,000			475,000
Debentures (JTBOF)		150,000			150,000
Bridge loan		600,000			-
Line of credit (Capital One Bank)		22,438			21,584
Total notes payable		4,097,935			3,497,081
Less: unamortized discount		(560,548	)		-
Less: current portion		(3,537,387	)		(3,497,081	)
Long-term portion	$	-		$	-

Effective February 28, 2014, the Company amended the Credit Agreement. As part of the amendment, the maturity date was extended to December 2018. The amendment increased the maximum aggregate commitment from the Lenders from $39,788,000 to $41,748,000, increased the principal amount to be repaid by the Company from $40,600,000 to $42,600,000 plus any deferred interest, and increased the net profits interest conveyed to Centaurus on specific proved wells from 12.5% to 17.0%. Advances under the Centaurus facility are available with the approval of the agent. There was no change in the interest rate or collateral. The Company pledged its ownership interest in all assets and executed a parent company guaranty as additional security. Repayments are based on cash flow from Company properties and are scheduled to begin no later than October 2014. Should the Company default on any provisions of the Credit Agreement, the lender has the right to exercise its rights and remedies against the Company, as contained in the facility agreement and the amendment.

During the six months ended June 30, 2014, the Company received $3,920,000 of proceeds net of a 2% original issue discount of $80,000 from the Centaurus facility. As of June 30, 2014, the Centaurus Facility had an outstanding balance of $31,525,947 and accrued interest liability of $1,812,964. Interest expense was $942,721 and $1,813,654 for the three and six months ended June 30, 2014, respectively. As of June 30, 2014, the Company was in compliance with the provisions and covenants required in the forbearance agreement.

As of December 31, 2013, the Company had an outstanding balance on its Centaurus Facility of $27,525,947 with accrued interest of $246,891.

The Centaurus Facility at December 31, 2013 included a 2% original issue discount of $522,993. Both this discount and the $80,000 discount from the 2014 borrowings are being amortized over the five-year life of the note using the effective interest rate method. The Company recorded $23,738 and $36,262, respectively, in total discount amortization during the three and six months ended June 30, 2014. The total unamortized balance of the discounts was $566,731 at June 30, 2014.

Senior Credit Facility of Amber (“Amber Credit Facility”)

AsThe Amber Credit Facility was in payment default as of ~~September~~June 30, ~~2013~~2014. As ~~and~~of ~~December~~June 3130, ~~2012~~2014, the Company had ~~the~~an outstanding balance on its Amber Credit Facility of $2,032,188. ~~The~~Accrued ~~Amber~~interest ~~Credit~~related ~~Facility~~to ~~contained~~this ~~restrictive~~credit ~~financial~~facility ~~covenants.~~amounted Into ~~2010~~$447,036 ~~and~~as ~~through the amendment~~ of ~~the~~June ~~credit facility~~30, ~~the~~2014. No ~~Company~~payments ~~was~~have ~~not~~been inmade ~~compliance~~since ~~with~~September ~~certain~~2006. Management ofintends ~~the~~to ~~financial~~negotiate ~~covenants contained within the credit facility. As~~ a ~~result,~~settlement ~~outstanding balance~~ of the Amber Credit Facility ~~was~~with inMacquarie ~~default~~Bank asLtd. of(“MBL”). ~~September~~During ~~30,~~the ~~2013~~three and ~~December~~six ~~31, 2012. For the nine~~ months ended ~~September~~June 30, ~~2013 and 2012~~2014, the Company ~~recognized~~recorded interest expense ~~on the Amber Credit Facility~~ of $5016,~~816~~695 and $5033,~~268~~207, respectively.

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Senior Credit Facility of RLE (“RLE Credit Facility”)

As of ~~September~~June 30, ~~2013 and December 31~~2014, ~~2012,~~ the Company had an outstanding balance on its RLE Credit Facility of $818,309. Accrued interest related to this credit facility amounted to $~~326~~438,~~736~~237 ~~and $240,472~~ as of ~~September~~June 30, ~~2013 and December 31, 2012, respectively~~2014. The RLE Credit Facility ~~contained~~contains restrictive financial covenants. ~~The~~Interest ~~Company~~accrued isat ~~not~~the indefault ~~compliance~~interest ~~with~~rate ~~certain~~ of ~~the~~11.25% ~~financial~~during ~~covenants~~2014. No ~~contained~~payments ~~within~~have ~~the~~been ~~credit~~made ~~facility.~~since ~~Interest~~September is2006. Management ~~accrued~~intends atto ~~the~~negotiate ~~default~~a ~~interest~~settlement ~~rate~~ of ~~11.25%~~the ~~during~~RLE ~~2013~~Credit ~~and~~Facility ~~2012~~with MBL. During the ~~nine~~three and six months ended ~~September~~June 30, ~~2013 and 2012~~2014, the Company ~~recognized~~recorded interest expense ~~on the RLE Credit Facility~~ of $8635,~~264~~066 and $8470,~~154~~480, respectively.

Fermo Jaeckle Note

InAs ~~February~~of ~~2011~~June 30, 2014, the Company ~~issued~~had aan ~~convertible~~outstanding ~~promissory~~balance on this note toof ~~Fermo~~$475,000 ~~Jaeckle~~and ~~(“10%~~accrued ~~Convertible~~interest ~~Note”)~~was in$166,576 at June 30, 2014. During the ~~principal~~three ~~amount~~and ofsix ~~$475~~months ended June 30,~~000. Additionally~~ 2014, the Company ~~issued~~recorded tointerest ~~Mr.~~expense ~~Jaeckle~~of ~~475~~$12,~~000~~007 ~~shares~~and of$23,882, ~~its~~respectively. ~~common~~In ~~stock. The~~May ~~note~~2014, ~~bears~~Fermo ~~interest~~Jaeckle atfiled ~~10%~~a ~~per~~lawsuit ~~annum~~seeking ~~and~~to ~~matured~~recover onall ~~July~~sums ~~31,~~deemed ~~2011. At~~due ~~the~~and ~~holder’s~~owing ~~option,~~under the subject note, ~~may~~alleged to be ~~converted~~not ~~into~~less ~~the~~than ~~Company’s~~$700,000. Radiant ~~Series~~responded Ato ~~convertible~~the ~~redeemable~~lawsuit ~~preferred~~and ~~stock~~filed at a ~~conversion~~third ~~price~~party ofclaim ~~$30~~against ~~per~~John ~~share.~~Thomas ~~The~~Financial, ~~conversion right ends at maturity~~Inc. ~~This~~(“JTF”) ~~note~~alleging ~~was~~that ~~not~~JTF ~~converted~~is ~~prior~~obligated to ~~maturity~~repay onthe ~~July~~obligation ~~31,~~under ~~2011~~this ~~and~~note. The ~~therefore~~Company iscontinues ~~not~~to ~~considered~~seek ~~convertible~~terms as of ~~September 30, 2013~~settlement.

7Patriot Agreement

~~Table~~On December 28, 2013, the Company entered into an agreement (the “Patriot 28 Agreement”) with Patriot Bridge & Opportunity Fund, L.P. (f/k/a John Thomas Bridge & Opportunity Fund, L.P.) and Patriot Bridge & Opportunity Fund II, L.P., (the “Funds”), Patriot 28, LLC, the Managing Member of ~~Contents~~the Funds, and George Jarkesy, individually and as Managing Member of Patriot 28. The Patriot 28 Agreement restructured the outstanding $150,000 due to the Funds in the form of a general liability promissory note. The maturity date of the Note shall be the earlier of an equity infusion of not less than $10,000,000 or December 1, 2014. The general liability note amortizes and bears interest at six percent with monthly payments aggregating $14,115.

~~The~~During ~~Company determined~~ the ~~fair~~three ~~value~~and ofsix ~~the~~months ~~common~~ended ~~stock~~June ~~issued~~30, ~~to be $237~~2014,~~500,~~ ~~and~~the ~~that~~Company ~~no beneficial conversion feature exists. This amount was~~ recorded asinterest aexpense ~~discount upon issuance~~ of ~~the 10% Convertible Note~~$1,656 and ~~the~~$3,716, ~~discount was amortized over the term of the note~~respectively. As Accrued ofinterest ~~September~~was 30$1,240 ~~2013~~at ~~and~~June ~~December 31~~30, ~~2012, the discount has been fully amortized~~2014.

~~JTBOF~~To ~~12%~~the ~~Debentures~~extent any payments are not made timely in accordance with the repayment schedule described in the Patriot 28 Agreement, the Company shall issue 500 shares of Company stock to Fund I and 500 shares of Company stock to Fund II for each default occurrence. This provision does not apply if the Company cures its default within ten (10) days following receipt of written notice that a payment has not been timely made.

In May 2011, the Company issued convertible promissory notes to John Thomas Bridge & Opportunity Fund L.P. (“JTBOF”) and John Thomas Bridge & Opportunity Fund II, L.P. (“JTBOF II) (collectively, the “JTBOF 12% Debentures”) in the principal amount of $75,000 each. Additionally, the Company issued warrants to purchase 150,000 shares of its common stock each to JTBOF and JTBOF II. Warrants to purchase 50,000 shares of its common stock each to JTBOF and JTBOF II have an exercise price of $2.50 per share and a term of up to 2 years, $3.00 per share and a term of up to 3 years, and $4.00 per share and a term of up to 4 years. Upon the issuance of the Asher convertible notes and as a consequence of its floating rate feature, the warrants became tainted and had to be considered a derivative liability (see Note 4 – Derivative Liabilities for more detail).

The notes bear interest at 12% per annum and were both due on December 31, 2011.

John Thomas Bridge & Opportunity Fund (“JTBOF”) is a significant stockholder. See Note 10 for related party discussions.

Bridge Loan

In August 2013, the Company entered into a Bridge Loan Agreement with various individuals whereby the Company borrowed $600,000 at an annual interest rate of 12% accruing until maturity. The final maturity is 12 months from the date of the receipt of cash proceeds in the aggregate amount of $3,000,000 or greater from subsequent financings. The Company has issued to the note holder warrants to purchase 1,500,000 shares of Radiant common stock at a purchase price of $0.01 per share. The warrants were considered a derivative liability (see Note 5 – Derivative Liabilities for more detail).

Line of Credit

The Company has a line of credit from the Capital One Bank for up to $25,000 that carries a 7% fixed interest rate. As of ~~September~~June 30, ~~2013 and December 31~~2014, ~~2012,~~ the outstanding balance on the line of credit was $~~22,438 and $21,584, respectively~~942.

Convertible Debt

Convertible notes payable as of June 30, 2013 and December 31, 2012 consisted of the following:

	September 30, 2013			December 31, 2012
Asher Note # 1	$	90,000		$	90,000
Asher Note # 2		52,500			52,500
Total convertible notes payable		142,500			142,500
Less: current portion		(142,500	)		(142,500	)
Long-term portion	$	-		$	-

Asher Convertible Notes

OnDuring ~~June 27,~~ 2011 ~~and July 2011~~, ~~the~~Radiant ~~Company~~ issued convertible promissory notes to Asher ~~Enterpises~~Enterprises Inc. (“Asher Convertible Notes”), infor ~~which~~gross ~~Asher~~proceeds ~~loaned~~of $6095,000 ~~(“Asher Note # 1”) and $35,000 (“Asher Note # 2), respectively,~~ at 8% interest,. The ~~both~~notes are convertible into the Company’s common stock. The loans are convertible after 180 days from the date of issuance and until the later of maturity date or the date of payment of default amount. The conversion price equals to 61% of the average of the lowest 3 trading prices for the common stock during the ten trading day period ending on the latest complete trading day prior to the conversion date. Because of this floating rate feature, these notes are considered a derivative liability – see Note 58 for more detail.

8The notes originally matured on March 29, 2012 and April 26, 2012 and were currently in default as of June 30, 2014. According to provisions of the credit agreement, in case of a default, the principal of the notes increases 150%, which occurred in 2012.

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~~The~~Asher ~~notes~~Convertible ~~are~~Notes ~~unsecured~~payable and originally matured on March 29, 2012 and April 26, 2012, respectively. Both notes defaulted on November 16, 2011. According to provisions of the credit agreement, in case of a default, the principal of the notes increases 150%. As such, the total principal of the notes increased from $95,000 to $142,500 as of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012.~~2013 ~~Accrued~~consisted ~~interest was $49,287 and $19,257 as~~ of ~~September~~the ~~30, 2013 and December 31, 2012, respectively.~~following:

Note 4 – Derivative Liabilities

	June 30,			December 31,
	2014			2013
Asher Note # 1	$	18,000		$	90,000
Asher Note # 2		52,500			52,500
Total convertible notes payable		70,500			142,500
Less: current portion		(70,500	)		(142,500	)
Long-term portion	$	-		$	-

During 2014, $72,000 of the principal was converted into 84,631 shares of the Company’s common stock. As of June 30, 2014, the principal outstanding was $70,500 and accrued interest was $63,872. The Company recorded interest expense of $6,016 and $12,830 during the three and six months ended June 30, 2014.

Note 7 – Commodity Derivative

In connection with the Centaurus Facility, the Company and Centaurus entered into an International Swaps and Derivatives Association (“ISDA”) Master Agreement that provides the Company with the ability to hedge its future price risk from time to time utilizing a series of price swap agreements for the period 2014 through 2018. Each contract will be settled in net cash on the settlement date.

The Company elected not to designate any of its commodity derivatives as hedging instruments. As a result, these derivatives are marked to market at the end of each period, and changes in the fair value of the derivatives are recorded as gains or losses in the consolidated statements of operations.

The following table shows the monthly volumes and average floor prices per the ISDA Master Agreement:

Start Month	End Month	Volume BBL/Month		Average Floor $/BBL
Apr. ‘14	Dec. ‘14		3,000	$	94.86
Jan. ‘15	Dec. ‘15		3,000	$	89.41
Jan. ‘16	Dec. ‘16		3,000	$	84.61
Jan. ‘17	Dec. ‘17		2,000	$	82.10
Jan. ‘18	Sept. ‘18		2,000	$	80.81

For the three and six months ended June 30, 2014, the Company recognized unrealized losses of $946,180 and $1,191,910, respectively, on the commodity derivatives. These losses are presented in the Company's consolidated statements of operations as net loss on commodity derivatives. For the three and six months ended June 30, 2014, the Company recognized a realized gain of $36,360 and $13,650, respectively. These gains are presented in the Company's consolidated statements of operations as net loss on commodity derivatives.

The Company has presented a short-term commodity derivative liability of $323,250 and long-term commodity derivative liability of $708,590 on its balance sheet as of June 30, 2014.

Note 8 – Stock and Warrant Derivative Liabilities

Agent Warrants

In November 2010, ~~John~~Radiant ~~Thomas~~issued ~~Financial,~~warrants ~~Inc.~~to (“JTF”) ~~received warrants~~ to purchase 121,500 shares of the Company’s common stock at an exercise price of $1.05 per share. The warrants were given as an additional compensation for placing an offering of ~~the~~ common stock. The warrants had a contractual term of 5 years and vested immediately. The warrants had an exercise price reset provision clause that triggered derivative accounting ~~under ASC 815~~. The fair value of these warrants was ~~calculated as~~ $5328,~~717~~627 ~~and~~as ~~$60,663 at the balance sheet dates~~ of ~~September~~June 30, ~~2013 and December 31, 2012, respectively~~2014.

~~Tainted Warrants~~16

In May 2011, the Company issued convertible promissory notes to JTBOF and JTBOF II in the principal amount of $75,000 each (see more detail in Note 4). Additionally, the Company issued warrants to purchase 150,000 shares of its common stock each to JTBOF and JTBOF II. Warrants to purchase 50,000 shares of its common stock each to JTBOF and JTBOF II have an exercise price of $2.50 per share and a term of up to 2 years, $3.00 per share and a term of up to 3 years, and $4.00 per share and a term of up to 4 years. Upon the issuance of Asher convertible notes and as a consequence of its floating rate feature, these warrants and other existing warrants previously classified as equity have became tainted and considered a derivative liability. The fair value of these warrants was calculated as $180,534 and $304,186 at the balance sheet dates of September 30, 2013 and December 31, 2012, respectively.

The following is a summary of the assumptions used in the Lattice option pricing model to estimate the fair value of the total Company’s warrant derivative liabilities as of balance sheet dates at September 30, 2013 and December 31, 2012, respectively:

	September 30,					December 31,
	2013					2012
Common stock issuable upon exercise of warrants				633,750					633,750
Estimated market value of common stock on measurement date	$			0.50		$			50
Exercise price	$	0.12	-	4.00		$	0.12	-	4.00
Risk free interest rate (1)		0.04	-	0.33	%		0.11	-	0.36	%
Expected dividend yield				0	%				0	%
Expected volatility (2)		240	-	277	%		309	-	445	%
Expected exercise term in years		0.63	-	2.04			0.38	-	2.87

(1) The risk-free interest rate was determined by management using the Treasury bill yield as of September 30, 2013 and December 31, 2012.

(2) The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have sufficient trading history to determine our historical volatility.

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Tainted Warrants

In May 2011, Radiant issued convertible promissory notes to John Thomas Bridge & Opportunity Fund I, LP (“JTBOF”) and John Thomas Bridge & Opportunity Fund II, LP (“JTBOF II”) in the principal amount of $75,000 each (see more detail in Note 5). Additionally, Radiant issued warrants to purchase 150,000 shares of its common stock each to JTBOF and JTBOF II. Warrants to purchase 50,000 shares of its common stock each to JTBOF and JTBOF II have an exercise price of $2.50 per share and a term of up to 2 years, $3.00 per share and a term of up to 3 years, and $4.00 per share and a term of up to 4 years. Upon the issuance of Asher convertible notes and as a consequence of its floating rate feature, these warrants and other existing warrants previously classified as equity have become tainted and are considered a derivative liability. Warrants to purchase 50,000 shares of common stock each issued to JTBOF and JTBOF II that had an exercise price of $3.00 expired during the second quarter of 2014. The fair value of the remaining tainted warrants was $224,945 as of June 30, 2014.

The following is a summary of the assumptions used in the Lattice option pricing model to estimate the fair value of the total Company’s stock and warrant derivative liabilities as of June 30, 2014 and December 31, 2013:

	June 30,			December 31,
	2014			2013
Common stock issuable upon exercise of warrants		1,250,617			1,350,617
Estimated market value of common stock on measurement date	$	0.30		$	0.59 – 1.04
Exercise price	$	0.12 – 4.00		$	0.12 – 4.00
Risk free interest rate (1)		0.04 – 1.44	%		0.10 – 0.38	%
Expected dividend yield		0	%		0	%
Expected volatility (2)		87 – 255	%		212 – 307	%
Expected exercise term in years		0.08 – 4.38			0.38 – 2.14

(1)		The risk-free interest rate was determined by management using the Treasury bill yield as of June 30, 2014.
(2)	The volatility was determined by referring to the average historical volatility of a peer group of public companies because the Company does not have sufficient trading history to determine its historical volatility.

Asher Convertible Notes

The Asher Convertible Notes are convertible at 61% of the average lowest three-day trading price of common stock during the ~~during the~~ ten ~~trading~~ day trading period ending on the latest complete trading day prior to the conversion date. The Company analyzed these conversion options ~~under ASC 815~~, and determined that these instruments should be classified as derivative liabilities and recorded at fair value due to there being no explicit limit as to the number of shares to be delivered upon settlement of the aforementioned conversion options.

As of ~~September~~June 30, ~~2013 and December 31~~2014, ~~2012,~~ the fair value of ~~the~~these derivatives was $8399,~~004 and $90,499, respectively~~143. ~~As of September 30, 2013 and December 31, 2012, the discount on the Asher Convertible Notes has been fully amortized.~~

The fair value of stock and warrant derivative liabilities related to the conversion options of the Asher Convertible Notes ~~at inception~~ has been estimated as of ~~September~~June 30, 2014 and December 31, 2013, respectively, using the Lattice option pricing model, under the following assumptions:

	Asher			Asher
	June 30,			December 31,
	Note # 1			Note # 2
	2014			2013
Common stock issuable upon exercise of warrants		128,297			74,840
Common stock issuable upon conversion		582,553			224,622
Estimated market value of common stock on measurement date	$	0.5030		$	01.5004
Exercise price	$	0.4617		$	0.46
Risk free interest rate (1)		0.0302	%		0.0301	%
Expected dividend yield		0	%		0	%
Expected volatility (2)		~~161~~152	%		~~161~~224	%
Expected exercise term in years		0~~.00~~			0~~.00~~

(1) The risk-free interest rate was determined by management using the one month Treasury bill yield as of the issuance ~~dates~~date.

(2) The volatility was determined by referring to the average historical volatility of a peer group of public companies because wethe doCompany does not have sufficient trading history to determine ~~our~~its historical volatility.

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Bridge Loan Warrants

In August 2013, ~~the~~Radiant ~~Company~~ entered into a bridge loan agreement with various individuals, totaling $600,000, along with warrants to purchase 1,500,000 shares of the Company’s common stock at $0.01 per share. The related proceeds were received by ~~the~~Radiant ~~Company~~ on September 6, 2013, and as such, the aforementioned warrants were deemed to be issued on that date. The warrants have a contractual term of 5 years and vest immediately. The warrants were tainted and considered a derivative. The fair value of these warrants was calculated as $749,557 on the initial valuation date of September 6, 2013 and $749,442 at the balance sheet date of September 30, 2013, respectively. The initial valuation exceeded the principal loan amount by $149,557 and was recorded as loss on note payable.

10During 2014, the holders exercised 875,000 warrants at exercise price of $0.01. The fair value of the remaining 625,000 warrants was $187,274 at June 30, 2014.

The following is a summary of the assumptions used in the Lattice option pricing model to estimate the fair value of the Company’s total Stock and warrant derivative liabilities as of the balance sheet dates:

	June 30,			December 31
	2014			2013
Common stock issuable upon exercise of warrants		625,000			1,500,000
Estimated market value of common stock on measurement date	$	0.30		$	1.04
Exercise price	$	0.01		$	0.01
Risk free interest rate (1)		1.44	%		1.51	%
Expected dividend yield		0	%		0	%
Expected volatility (2)		255	%		289	%
Expected exercise term in years		4.19			4.68

(1)	The risk-free interest rate was determined by management using the Treasury bill yield as of June 30, 2014.

(2)	The volatility was determined by referring to the average historical volatility of a peer group of public companies because the Company does not have sufficient trading history to determine its historical volatility.

Natchez Warrants

As a result of the acquisition of the Natchez Properties, the Company issued 1,500,201 warrants to purchase an equivalent number of shares of the Company’s common stock with an exercise price of $2.02 per share. The warrants expire on October 8, 2016. The warrants were tainted and considered a derivative. The fair value of outstanding warrants was $418,889 at June 30, 2014.

The following is a summary of the assumptions used in the Lattice option pricing model to estimate the fair value of the total Company’s warrant stock and warrant derivative liabilities as of June 30, 2014 and December 31, 2013, respectively:

	June 30,			December 31,
	2014			2013
Common stock issuable upon exercise of warrants		1,500,201			1,500,201
Estimated market value of common stock on measurement date	$	0.30		$	1.02
Exercise price	$	2.02		$	2.02
Risk free interest rate (1)		0.68	%		0.78	%
Expected dividend yield		0	%		0	%
Expected volatility (2)		272	%		301	%
Expected exercise term in years		2.28			2.77

(1)	The risk-free interest rate was determined by management using the Treasury bill yield as of June 30, 2014 and December 31, 2013.

(2)	The volatility was determined by referring to the average historical volatility of a peer group of public companies because the Company does not have sufficient trading history to determine its historical volatility.

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The following istable asets ~~summary~~forth of the ~~assumptions~~changes ~~used~~ in the ~~Lattice option pricing model to estimate the~~ fair value ofmeasurements of the ~~total~~ Company’'s Level 3 stock and warrant derivative liabilities asduring of the ~~balance~~six ~~sheet~~months ~~date~~ended atJune ~~September~~ 30, ~~2013 and on the initial valuation date at September 6, 2013, respectively~~2014:

	September 30,			September 6,
				Reclass to			Change in
	2013			2012
				Additional			Fair Value of
Common stock issuable upon exercise of warrants		1,500,000			1,500,000
	December 31,			Paid-in			Derivative			June 30,
Estimated market value of common stock on measurement date	$	0.50		$	0.50
	2013			Capital			Liability			2014
Exercise price	$	0.01		$	0.01
Derivative liability - warrants	$	121,566		$	-		$	(92,939	)	$	28,627
Risk free interest rate (1)		1.39	%		1.77	%
Derivative liability - tainted warrants		1,092,505			-			(867,560	)		224,945
Expected dividend yield		0	%		0	%
Derivative liability - convertible debt		167,048			(69,626	)		1,721			99,143
Expected volatility (2)		247	%		254	%
Derivative liability - bridge loan		1,559,697			(480,937	)		(891,486	)		187,274
Expected exercise term in years		4.93			5.00
Derivative liability – Natchez warrants		1,534,896			-			(1,116,007	)		418,889
		4,475,712		$	(550,563	)	$	(2,966,271	)		958,878
Current Portion		474,895									115,003
Long-term portion	$	4,000,817								$	843,875

~~(1)~~ Note ~~The~~9 – Fair ~~risk-free~~Value ~~interest rate was determined by management using the Treasury bill yield as of September 30, 2013 and September 6, 2013.~~Measurements

~~(2)~~ The ~~volatility~~Company ~~was~~measures ~~determined~~fair byvalue ~~referring~~in toaccordance ~~the~~with ~~average~~FASB ~~historical~~ASC ~~volatility~~Topic of820, Fair Value Measurements and Disclosures, which defines fair value, establishes a ~~peer~~framework ~~group~~for measuring fair value, establishes a fair value hierarchy based on the quality of ~~public~~inputs ~~companies~~used ~~because~~to wemeasure dofair ~~not~~value ~~have~~and ~~sufficient~~enhances ~~trading~~disclosure ~~history~~requirements for fair value measurements. Fair value is defined as the price that would be received to ~~determine~~sell ~~our~~an ~~historical~~asset ~~volatility~~or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

~~The~~Three ~~following~~levels ~~tables~~of ~~set~~inputs ~~forth~~that ~~the~~may ~~changes~~be inused ~~the~~to measure fair value ~~measurements of our Level 3 derivative liabilities during the nine months ended September 30, 2013~~are:

					Increase
					(Decrease) in
			Activity		Fair Value of
	December 31,		during the		Derivative			September 30,
	2012		period		Liability			2013
Derivative liability - warrants	$	60,663	$	-	$	(6,946	)	$	53,717
Derivative liability - tainted warrants		304,186		-		(123,652	)		180,534
Derivative liability - convertible debt		90,499		-		(7,495	)		83,004
Derivative liability bridge loan		-		749,557		(115	)		749,442
	$	455,348	$	749,557	$	(138,208	)	$	1,066,697

Note 5 - Fair Value Measurements

The Company measures fair value in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

FASB ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

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If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.

The following table sets forth by level within the fair value hierarchy ~~our~~the ~~financial~~Company’s ~~assets~~warrant ~~and~~derivative liabilities that were accounted for at fair value on a recurring basis as of ~~September~~June 30, ~~2013 and December 31, 2012~~2014:

	Fair Value Measurements at September 30, 2013
	Fair Value Measurements at June 30, 2014
Description	Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Carrying Value as of September 30, 2013
	Quoted Prices
Derivative liability - agent warrants	$	-	$	-	$	53,717	$	53,717
	In Active		Significant
Derivative liability - tainted warrants		-		-		180,534		180,534
	Markets for		Other		Significant		Total
Derivative liability - convertible debt		-		-		83,004		83,004
	Identical		Observable		Unobservable		Carrying
Derivative liability bridge loan		-		-		749,442		749,442
	Assets		Inputs		Inputs		Value
Total	$	-	$	-	$	1,066,697	$	1,066,697
Description	(Level 1)		(Level 2)		(Level 3)
Derivative liability – agent warrants	$	-	$	-	$	28,627	$	28,627
Derivative liability – tainted warrants		-		-		224,945		224,945
Derivative liability – convertible debt		-		-		99,143		99,143
Derivative liability – bridge loan		-		-		187,274		187,274
Derivative liability – Natchez warrants		-		-		418,889		418,889
Total		-		-		958,878		958,878
Current portion		-		-		115,003		115,003
Long-term portion	$	-	$	-	$	843,875	$	843,875

	Fair Value Measurements at December 31, 2012
Description	Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Carrying Value as of December 31, 2012
Derivative liability - agent warrants	$	-	$	-	$	60,663	$	60,663
Derivative liability - tainted warrants		-		-		304,186		304,186
Derivative liability - convertible debt		-		-		90,499		90,499
Derivative liability - bridge loan		-		-		-		-
Total	$	-	$	-	$	455,348	$	455,348

The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as level 3 in the fair value hierarchy:

	Significant Unobservable Inputs (Level 3)
	Nine Months Ended
	September 30,
	2013			2012
Beginning balance	$	(455,348	)	$	(277,013	)
Total gains (losses)		138,208			(122,018	)
Settlements		-			-
Additions		(749,557	)		-
Transfers		-			-
Ending balance	$	(1,066,697	)	$	(399,031	)
Change in unrealized gains included in earnings relating to derivatives still held as of June 30, 2013 and 2012	$	138,208		$	(122,018	)

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~~Note~~The 6following –table ~~Asset~~sets ~~Retirement~~forth ~~Obligation~~by level within the fair value hierarchy the Company’s commodity derivative liabilities that were accounted for at fair value on a recurring basis as of June 30, 2014:

The following table reflects the changes in the asset retirement obligation (“ARO”) during nine months ended September 30, 2013:

	Fair Value Measurements at June 30, 2014
	Quoted Prices
	In Active		Significant
	Markets for		Other		Significant		Total
	Identical		Observable		Unobservable		Carrying
	Assets		Inputs		Inputs		Value
Description	(Level 1)		(Level 2)		(Level 3)
Commodity derivative	$	-	$	1,031,840	$	-	$	1,031,840
Total		-		1,031,840		-		1,031,840
Current portion		-		323,250		-		323,250
Long-term portion	$	-	$	708,590	$	-	$	708,590

	Amount
Asset retirement obligation as of December 31, 2012	$	100,000
Additions		-
Current period revision to previous estimates		-
Costs for abandonment of wells		-
Current period accretion		-
Asset retirement obligation as of September 30, 2013	$	100,000

The following table sets forth a reconciliation of changes in the fair value of financial assets/(liabilities) classified as level 2 in the fair value hierarchy during the six months ended June 30, 2014:

In 2012, the Company acquired several leases for Shallow Oil project and two wells were drilled in the area (for more detail on Shallow Oil project, see Note 3 - Oil and Gas Properties). Based on extensive experience in this area, the Company’s reserve engineering staff estimated an amount of ARO for each well to be $50,000. The Company is planning to plug these wells in early 2014. Because of such short life of these wells, no present value calculations were applied in order to estimate ARO liability.

December 31, 2013 balance	$	146,420
Unrealized loss		(1,191,910	)
Settlements		13,650
Additions		-
Transfers		-
June 30, 2014 balance	$	(1,031,840	)

Net loss included in earnings relating to derivatives still held as of June 30, 2014	$	(1,191,910	)

~~Note~~The 7following –table ~~Stockholders’~~sets ~~Deficit~~forth a reconciliation of changes in the fair value of financial liabilities classified as level 3 in the fair value hierarchy during the six months ended June 30, 2014:

As of September 30, 2013, there were 12,024,769 shares of common shares issued and outstanding.

December 31, 2013 balance	$	(4,475,712	)
Unrealized gain		2,966,271
Settlements		-
Additions		-
Transfers		550,563
June 30, 2014 balance	$	(958,878	)

Unrealized gain included in earnings relating to derivatives still held as of June 30, 2014	$	2,966,271

~~Sale of Common Stock~~20

InTable ~~January and February 2013, the Company received $45,000 from Black Gold for the sale~~ of common stock, in accordance with Shallow Oil agreement (see Note 3 - Oil & Gas Properties). In accordance with provisions of Shallow Oil agreement, the Company issued 90,000 shares of its stock to Black Gold at a price of $0.50 per share.Contents

InThe ~~February~~following ~~2013,~~table ~~the~~sets ~~Company~~forth ~~received~~by ~~$100,000~~level ~~from~~within athe ~~third~~fair ~~party~~value ~~investor~~hierarchy ~~for~~ the ~~sale~~Company’s ofwarrant ~~86,956~~derivative ~~shares~~liabilities ofthat ~~common~~were ~~stock~~accounted for at afair ~~price~~value ofon ~~$1.15~~a ~~per~~recurring ~~share~~basis ~~and~~as ~~warrants to purchase additional 96,956 shares~~ of ~~common~~December ~~stock at a price of $1.16. Warrants expire on February 21~~31, ~~2016.~~2013:

	Fair Value Measurements at December 31, 2013
	Quoted Prices
	In Active		Significant
	Markets for		Other		Significant		Total
	Identical		Observable		Unobservable		Carrying
	Assets		Inputs		Inputs		Value
Description	(Level 1)		(Level 2)		(Level 3)
Derivative liability – agent warrants	$	-	$	-	$	121,566	$	121,566
Derivative liability – tainted warrants		-		-		1,092,505		1,092,505
Derivative liability – convertible debt		-		-		167,048		167,048
Derivative liability – bridge loan		-		-		1,559,697		1,559,697
Derivative liability – Natchez warrants		-		-		1,534,896		1,534,896
Total		-		-		4,475,712		4,475,712
Current portion		-		-		474,895		474,895
Long-term portion	$	-	$	-	$	4,000,817	$	4,000,817

The following table sets forth by level within the fair value hierarchy the Company’s commodity derivate assets that were accounted for at fair value on a recurring basis as of December 31, 2013:

	Fair Value Measurements at December 31, 2013
	Quoted Prices
	In Active		Significant
	Markets for		Other		Significant		Total
	Identical		Observable		Unobservable		Carrying
	Assets		Inputs		Inputs		Value
Description	(Level 1)		(Level 2)		(Level 3)
Commodity derivative	$	-	$	146,420	$	-	$	146,420
Total		-		146,420		-		146,420
Current portion		-		33,330		-		33,330
Long-term portion	$	-	$	113,090	$	-	$	113,090

Note 10 – Deferred Gain

Effective June 1, 2012, Radiant entered into a project agreement (the “Shallow Oil Phase 3 and 4 Agreement”) with Grand Synergy Petroleum, LLC (“Grand”) for the joint acquisition and exploration of certain oil and gas leases and related assets located in St. Mary Parish, Louisiana (the “Phase 3 and 4 Leases”). As a result of this agreement, two new Louisiana entities were formed, Charenton Oil, LLC (“Charenton”) on May 8, 2012 and Radiant Synergy Operating, LLC (“Synergy”) on June 28, 2012. Charenton is a wholly owned subsidiary of Radiant and Synergy was owned 50% by Radiant and 50% by Grand.

As of June 30, 2014 and December 31, 2013, the Company recorded a deferred gain of $655,628 and $900,628, respectively, as the excess of funds received from Grand during 2012 and costs incurred to date. This amount was recorded as a deferred gain due to the fact that Grand did not fully fund its commitment and therefore did not receive ownership of the Shallow Oil properties. As Grand did not fulfill its obligations outlined in the agreement, Radiant effectively became a 100% owner of Radiant Synergy in the fourth quarter of 2013. During the six months ended June 30, 2014, the Company recorded $245,000 of other income for non-refundable deposits made by Grand that were no longer refundable to Grand since they did not perform under the contract.

In May 2014, Grand filed a lawsuit alleging breach of contract by Radiant and seeks a settlement that includes return of cash funds paid to Radiant in 2012 under the Shallow Oil Phase 3 and 4 Agreement. The Company filed a countersuit against Grand for breach of contract. The Company believes that the resolution of this proceeding will not have a material adverse effect on its consolidated operating results, financial position or cash flows.

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Note 11 – Asset Retirement Obligations

The following table reflects the changes in the asset retirement obligations for the six months ended June 30, 2014:

	Amount
Asset retirement obligations as of December 31, 2013	$	455,296
Additions		-
Current period revision to previous estimates		(34,162	)
Current period accretion		17,153
Asset retirement obligations as of June 30, 2014	$	438,287

Note 12 – Stockholders’ Deficit

As of June 30, 2014, there were 14,769,039 shares of common shares issued and outstanding.

In 2014, $72,000 of the principal amount of the Asher Convertible Notes (see Note 6 above) was converted into 84,631 shares of the Company’s common stock.

In March 2014, the Company issued 875,000 shares of common stock in connection with the exercise of warrants and stock options. The Company received $8,750 in proceeds from this exercise.

Stock-Based Compensation

For the three and six months ended June 30, 2014, the Company recognized stock based compensation of $205,835 and $272,340, respectively, related to shares issued for investor relations services and stock options under the Company's equity incentive plan.

Shares Issued for Services

On April 28, 2014, the Company entered into an agreement with an outside agency for investor relations consulting services. As part of the payment for these services, the Company granted 25,000 shares of the Company’s common stock upon execution of the agreement, with a fair value of $42,500, and will issue 25,000 shares of the Company’s common stock for their services at the beginning of each six-month period as their services continue.

2010 Equity Incentive Plan

The Company’s 2010 Equity Incentive Plan (the “2010 Plan”) provides for the grant of incentive stock options and stock warrants to employees, directors and consultants of the Company. The 2010 Plan provides for the issuance of both non-statutory and incentive stock options and other awards to acquire, in the aggregate, up to 3,000,000 shares of the Company’s common stock.

~~Stock~~During ~~Options~~2014, the Company granted 405,000 stock options to employees with an aggregate fair value of $554,012. The stock options vest over 2 to 3 years. The fair value was determined using the Black-Scholes model with the following parameters:

Stock option activity summary covering options granted to the Company’s employees and consultants is presented in the table below:

Common stock issuable upon exercise of options		405,000
Estimated market value of common stock on measurement date	$	0.42 - 1.50
Exercise price	$	0.41 - 1.76
Risk free interest rate (1)		0.69 - 1.29	%
Expected dividend yield		0	%
Expected volatility (2)		292 - 300	%
Expected exercise term in years		3 - 4

					Weighted-average
					Remaining		Aggregate
	Number of		Weighted-average		Contractual		Intrinsic
	Shares		Exercise Price		Term (Years)		Value
Outstanding at December 31, 2012		694,122	$	1.00		7.60	$	-
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Outstanding at September 30, 2013		694,122	$	1.00		6.85	$	-

(1)	The risk-free interest rate was determined by management using the Treasury bill yield as of grant date.

~~All~~(2) ofThe ~~the~~volatility ~~above~~was ~~employee~~determined ~~options~~by ~~outstanding~~referring ~~are~~to ~~vested and exercisable at September 30, 2013. During~~ the ~~nine~~average ~~months~~historical ~~ended~~volatility ~~September~~of ~~30,~~a ~~2013,~~peer ~~the~~group ~~Company recognized stock-based compensation expense~~ of ~~approximately~~public ~~$149,557~~companies ~~related~~because towe ~~stock~~do ~~options. As~~not ~~September~~have ~~30,~~sufficient ~~2013,~~trading ~~there~~history ~~was~~to nodetermine ~~unrecognized~~our ~~compensation~~historical ~~cost~~volatility.

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Stock option activity to the Company’s employees and consultants is presented in the table below:

						Weighted-
						Average
				Weighted-		Remaining
	Number of			Average		Contractual		Aggregate
	Shares			Exercise Price		Term (Years)		Intrinsic Value
Outstanding at December 31, 2013		1,658,071		$	1.10		5.34	$	24,045
Granted		405,000			1.48		4.62		-
Exercised		-			-		-		-
Forfeited		(1,071,662	)		1.09		-		-
Outstanding at June 30, 2014		991,409		$	1.27		4.43	$	-
Exercisable at June 30, 2014		444,278		$	1.17

During the three and six months ended June 30, 2014, the Company recorded stock based compensation of $163,585 and $230,090, respectively, related to stock options to employees. As of June 30, 2014 and December 31, 2013, unrecognized share-based compensation cost totaled $464,831 and $516,608, respectively.

Warrants

A summary of information regarding common stock warrants outstanding is as follows:

						Weighted-average
						Weighted-
						Remaining		Aggregate
						Average
	Number of			Weighted-average		Contractual		Intrinsic
				Weighted-		Remaining
	Shares			Exercise Price		Term (Years)		Value
	Number of			Average		Contractual		Aggregate
Outstanding at December 31, 2012		755,250		$	1.83		1.76	$	-
	Shares			Exercise Price		Term (Years)		Intrinsic Value
Issued		86,956		$	1.16		2.42	$	-
Outstanding at December 31, 2013		4,350,818		$	1.29		3.43	$	1,588,050
Exercised		-		$	-		-	$	-
Granted		-			-		-		-
Expired		(100,000	)	$	2.50		-	$	-
Exercised		(875,000	)		0.01		-		-
Outstanding at June 30, 2013		742,206		$	1.73		1.83	$	-
Forfeited		(100,000	)		3.00		-		-
Outstanding at June 30, 2014		3,375,818		$	1.57		2.71	$	187,325
Exercisable at June 30, 2014		3,375,818		$	1.57

Upon the issuance of Asher convertible notes (discussed in Note 8) –and ~~Related~~as ~~Party~~a ~~Transactions~~consequence of its floating rate feature, these warrants and other existing warrants previously classified as equity have become tainted and are considered derivatives.

~~Related~~Note ~~parties~~13 ~~include~~– (i) MAC, the owner of 49% equity interest in Amber, (ii) John Jurasin, the Company’s CEO and formerly the sole stockholder of JOG, (iii) JTBOF, David R. Strawn, and David M. Klausmeyer, the Company’s stockholders, and (iv) Robert M. Gray, the Company’s director and former employee, and Timothy N. McCauley, the Company’s former officer. Related ~~party~~Party ~~balances as of September 30, 2013 and December 31, 2012 are as follows:~~Transactions

	September 30,		December 31,
	2013		2012
Due from related parties:
MAC	$	358,232	$	358,232
John Jurasin		3,878		6,033
Other		2,012		2,012
	$	364,122	$	366,277
Due to related parties:
John Jurasin	$	905,324	$	839,976
Gray		50,606		50,606
Klausmeyer		12,193		12,193
Strawn		12,193		12,193
	$	980,316	$	914,968

Related parties include (i) Macquarie Americas Corp. (“MAC”), the owner of 49% equity interest in Amber, (ii) John Jurasin, the Company’s CEO and formerly the sole stockholder of Jurasin Oil and Gas, Inc. (“JOG”), (iii) David R. Strawn and David M. Klausmeyer, Company stockholders, and (iv) Robert M. Gray, the Company’s former director and former employee. Related party balances as of June 30, 2014 and December 31, 2013 are as follows:

MAC

	June 30,		December 31,
	2014		2013

Due from related parties:
MAC	$	358,226	$	358,226
	$	358,226	$	358,226

Due to related parties:
John Jurasin	$	841,328	$	842,303
Robert R. Gray		50,606		50,606
David M. Klausmeyer		12,193		12,193
David R. Strawn		12,193		12,193
	$	916,320	$	917,295

Amber is partially owned by MAC, an affiliate of the Company’s lender, MBL, and Radiant uses the proportionate consolidation method to consolidate Amber. JOG, Radiant’s wholly owned subsidiary, pays for goods and services on behalf of Amber and passes those charges on to Amber through intercompany billings. Periodically, Amber will reimburse JOG for these expenses, or potentially pays for goods and services on behalf of JOG. These transactions are recorded as a due to/from Amber in JOG’s records and as a due to/from JOG in Amber’s records. Due to the fact that Radiant only consolidates its proportionate share of balance sheet and income statement amounts, the portion of the due from Amber related to the other interest owner does not eliminate and is carried as a due from Amber until the balance is settled through a cash payment. Due from related party was $358,232 as of September 30, 2013 and December 31, 2012.23

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MAC

Amber is partially owned by MAC, an affiliate of the Company’s lender, MBL, and Radiant uses the proportionate consolidation method to consolidate Amber. JOG, Radiant’s wholly owned subsidiary, pays for goods and services on behalf of Amber and passes those charges on to Amber through intercompany billings. Periodically, Amber will reimburse JOG for these expenses, or potentially pays for goods and services on behalf of JOG. These transactions are recorded as a due to/from Amber in JOG’s records and as a due to/from JOG in Amber’s records. Due to the fact that Radiant only consolidates its proportionate share of balance sheet and income statement amounts, the portion of the amount due from Amber related to the other interest owner does not eliminate and is carried as amounts due from Amber until the balance is settled through a cash payment. Due from related party was $358,226 as of June 30, 2014 and December 31, 2013.

John Jurasin

Effective March 2010, ~~the~~Radiant ~~Company~~ assigned certain legacy overriding royalty interests ~~(“ORRI”)~~ in various projects, including the Baldwin AMI, the Coral, Ruby and Diamond ~~Project~~Projects, the Aquamarine Project, and the Ensminger Project to a related party entity owned by John M. Jurasin. ~~The~~Radiant ~~Company~~ retained its working interests in these projects. Additionally, ~~the~~Radiant ~~Company~~ assigned its working interest in a project, Charenton, to the related party entity. WeRadiant did not receive any proceeds for the conveyances and the interests assigned had a historical cost basis of $0.

~~During~~From ~~the~~time ~~years~~to ~~ended December 31~~time, ~~2011 and 2012~~ John Jurasin ~~advanced~~advances the Company various amounts in order to pay operating expenses, with no formal repayment terms. The total balance due on these advances was $~~212~~103,~~026~~903 and $~~146~~104,~~678~~878, respectively, as of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012, respectively~~2013.

Additionally, two notes totaling $1,049,000 were issued to Mr. Jurasin in lieu of payment of dividends from JOG, which in turn represented funds advanced by JOG to its subsidiaries Amber and RLE to fund operations. Interest is accrued at a rate of 4% per year. The first note of $884,000, issued on August 5, 2010, ~~matures~~matured ~~upon~~on ~~the earlier of (i)~~ May 31, 2013 ~~or (ii) the date on which the Company closes any equity financing in which the Company receives gross proceeds of at least $10 million~~. The additional note for $165,000, issued on October 12, 2010, is due and payable on demand at any time subsequent to the repayment in full of all outstanding indebtedness of the Credit Facilities (Note 46). ~~The Company made partial repayments on these notes of $15,152 during the year ended December 31, 2010 and $340,550 during the years ended December 31, 2012.~~ The balance due on these notes totaled $~~693~~737,~~298~~425 as of ~~September~~June 30, ~~2012~~2014 and December 31, ~~2012~~2013. Accrued interest on these notes was $~~143~~147,~~527~~633 and $~~131~~125,~~585~~015, respectively, as of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012, respectively~~2013.

David R. Strawn and David M. Klausmeyer

Mr. Strawn and Mr. Klausmeyer, shareholders of the Company, each loaned the Company a total of $12,193 between March 2002 and June 2005. The notes accrue interest at 8% per annum. The total accrued interest was $3438,~~853~~494 and $3136,~~424~~056, respectively, as of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013. Interest expense on these notes was $1,238 ~~respectively~~and $2,438 for the three and six months June 30, 2014.

Robert M. Gray ~~and Timothy N. McCauley~~

~~Mr.~~As ~~Gray, a director~~ of ~~the~~June ~~Company and employee until March 2011, and Mr. McCauley, vice president of the Company until December 2011, were owed $26,042 and $26,042 in salaries at September~~ 30, ~~2013 and December 31~~2014, ~~2012, respectively. These balances are included in accounts payable and accrued expenses. Additionally, at September 30, 2013 and December 31, 2012,~~ Mr. Gray was owed $50,606, ~~included in due to related parties,~~ for consulting services rendered prior to becoming an employee of Radiant. This liability is non-interest bearing.

Note 914 – ~~Subsequent~~Commitments ~~Events~~and Contingencies

Effective October 4, 2013, the Company, through its wholly-owned subsidiary Radiant Acquisitions 1, LLC (“Radiant Acquisitions”), entered into a First Lien Credit Agreement (the “Credit Agreement”) with various financial institutions (the “Lenders”). The maximum aggregate commitment of the Lenders to advance loans under this Agreement was $39,788,000, and the maximum aggregate principal amount to be repaid by the Borrower in respect thereof is $40,600,000 and for any given loan, the amount of funds advanced by any Lender shall be ninety-eight percent (98%) of the amount of principal required to be repaid by the Borrower in respect of such Loan. The Credit Agreement has a stated maturity date of September 30, 2018 (the “maturity date”). The outstanding principal balance of the Loans (as may have been advanced from time to time) bears interest at a per annum rate of twelve percent (12%). Any outstanding indebtedness from the Credit Agreement was collateralized by substantially all of the assets of Radiant Acquisitions. In addition, the Company pledged its ownership interest in Radiant Acquisitions and executed a parent company as additional security. The Credit Facility contained restrictive financial covenants. The proceeds from the Credit Agreement were used to fund the closing of its recent acquisition of oil and gas properties located in Louisiana and Mississippi, as well as to develop multiple re entry, work-over and drilling opportunities on acquired acreage throughout south Louisiana and Mississippi.Contingencies

15From time to time, the Company may be a plaintiff or defendant in a pending or threatened legal proceeding arising in the normal course of its business. All known liabilities are accrued based on the Company’s best estimate of the potential loss. While the outcome and impact of currently pending legal proceedings cannot be predicted with certainty, the Company’s management and legal counsel believe that the resolution of these proceedings through settlement or adverse judgment will not have a material adverse effect on its consolidated operating results, financial position or cash flows.

Radiant, as an owner or lessee and operator of oil and gas properties, is subject to various federal, state and local laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the lessee under an oil and gas lease for the cost of pollution clean-up resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in the affected area. The Company maintains insurance coverage, which it believes is customary in the industry, although the Company is not fully insured against all environmental risks.

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~~Concurrent with the closing of the Credit Agreement, a total of $27,050,428 was disbursed.~~Commitments

~~Effective~~In ~~October~~connection 9,with ~~2013,~~ the ~~Company~~reorganization ~~closed on the purchase of oil and gas properties located~~ in ~~Louisiana~~August ~~and Mississippi for approximately $19~~2010,~~000,000. As~~ aRadiant ~~result~~entered ofinto ~~this acquisition,~~ the ~~Company~~following issued 1,615,102 shares of common stock as well as 1,500,201 warrants with an exercise price of $2.02 per share. Warrants expire on October 8, 2016. The acquired properties contain over eighty (80) wells in Louisiana and Mississippi. The Louisiana properties include over 39 wells and numerous leases located in Catahoula, Concordia, La Salle and St. Mary's Parishes. The Mississippi properties include over 41 wells and numerous leases located in Adams, Amite, Franklin, and Wilkinson Counties. The properties include up to 24 productive wells and up to 36 shut-in wells that have been evaluated for work-over and behind pipe opportunities which is expected to provide for cost-effective near-term production increases.agreements:

~~Effective~~● ~~October~~An ~~9, 2013, Radiant Oil & Gas, Inc. entered into~~ employment ~~contracts~~agreement with ~~three~~Mr. ~~individuals~~Jurasin, awho ~~geophysicist,~~will acontinue ~~petroleum~~as ~~engineer~~President and aChief ~~financial~~Executive ~~analyst to help in the operation of the oil and gas properties acquired. The employment contracts provide for incentive payments based on financial performance of the Company and~~Officer, inunder ~~addition,~~which ~~for~~he ~~two~~will ofreceive the employees include stock option agreements, considered together, provide for the purchase of up to a total of 4.5% of the fully diluted shares outstanding at the time of the closing of the financing at an option price of $~~1.16 per share. As to each~~250,000 ~~the option shares vest at the rate of one third of the total amount~~ per year ~~beginning~~as onbase ~~the first anniversary of their employment~~salary. ~~The shares are exercisable at any time from the vesting date for a period of five years from the commencement of their employment.~~

In● ~~December~~Employment ~~2013~~agreements and a consulting agreement under which Radiant was obligated to pay approximately $549,000 ~~the~~for ~~Company~~each ~~issued~~of 69the first,~~537~~ ~~shares~~second, atand $2third years after the closing of the reorganization agreement.00 ~~per~~One ~~share~~of the employees covered by the employment agreement resigned in ~~order~~March to2011 ~~settle~~and ~~accounts~~two ~~payable~~other ofemployees ~~$139~~resigned in December 2011. Although,~~074~~ ~~with~~no ~~two~~lawsuit ~~third~~was ~~party~~filed, ~~service~~the ~~providers~~Company has accrued $50,000 as a possible settlement.

OnThe ~~December 28, 2013, the~~ Company ~~entered~~currently ~~into~~leases anoffice ~~agreement~~space ~~(the~~in ~~“Patriot Agreement”) with Patriot Bridge & Opportunity Fund~~Houston, LTexas.P. ~~(f/k/a~~The ~~John~~Company’s ~~Thomas~~office ~~Bridge~~lease &expired ~~Opportunity~~on ~~Fund~~September 30, ~~L.P.)~~2012 and ~~Patriot~~is ~~Bridge~~currently &paid ~~Opportunity~~on ~~Fund~~month-to-month ~~II, L~~basis.~~P.,~~ ~~together~~Lease ~~referred~~expense tofor as the ~~“Funds,”~~three ~~Patriot~~and ~~28,~~six ~~LLC,~~months ~~the~~ended ~~Managing~~June ~~Member of the Funds~~30, ~~and~~2014 ~~George~~was ~~Jarkesy~~$13,936 ~~individually~~ and ~~as Managing Member of Patriot 28. The Patriot 28 Agreement restructured the outstanding~~ $~~150~~27,~~000 due to the Funds in the form of general liability promissory note. The maturity date of the Note shall be the earlier of an equity infusion of not less than ten million ($10~~144,~~000,000)~~ ~~dollars or December 1, 2014~~respectively. ~~Interests shall be paid monthly at the rate of six percent (6%) per annum.~~

ToNote ~~the~~15 ~~extent~~– ~~any~~Subsequent payments are not made timely in accordance with the repayment schedule described in the Patriot 28 Agreement, the Company shall issue 500 shares of Company stock to Fund I and 500 shares of Company stock to Fund II for each default occurrence. This provision does not apply if the Company cures its default within ten (10) days following receipt of written notice that a payment has not been timely made.Events

~~The~~In ~~Company~~July 2014, ~~upon~~the ~~execution~~holders ~~and delivery~~ of the ~~Patriot~~Asher ~~Agreement,~~Convertible ~~shall~~Notes ~~pay~~(see toNote ~~the~~6 ~~Funds~~above) ~~the~~converted ~~sum of Fifteen Thousand (~~$1567,000~~.00)~~ ~~dollars~~of inprincipal ~~reimbursement for all legal fees~~ and ~~expenses~~$9,600 of ~~the~~accrued ~~Funds~~interest ~~related~~into 502,296 toshares ~~the~~of ~~Loan and~~ the ~~January~~Company’s 1,common ~~2014 payment for fourteen thousand one hundred fourteen dollars and eighty-nine one hundredths ($14,114~~stock.~~89) dollars.~~

AsIn ~~part~~July of2014, the ~~Patriot~~Company ~~Agreement,~~received ~~due to~~ a ~~variety~~payment of ~~factors,~~$2.0 ~~including~~million ~~the~~representing ~~wind~~a ~~down~~working ofinterest ~~the~~participation ~~Funds,~~in the ~~outstanding~~Taylor ~~obligations~~Point ~~under~~Shallow ~~the~~Project. Radiant ~~Loan~~is ~~from~~ the ~~Company~~operator toof the ~~Funds~~project and ~~other considerations, Mr. Jarkesy~~ has ~~resigned~~retained ~~from~~a ~~the~~carried ~~Board~~ten ofpercent ~~Directors~~working ~~of the Company on December 30, 2013~~interest.

~~In January 2014, the Company issued 50,000 shares of common stock at $.50 per share to Black Gold in accordance with Shallow Oil agreement.~~25

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~The~~You ~~following~~should ~~discussion~~read ~~and~~the ~~analysis~~following discussion of the Company's financial condition and results of operations ~~should be read~~ in conjunction with ~~our~~the condensed consolidated financial statements and ~~related~~the notes thereto included elsewhere in this ~~report.~~Quarterly ~~This~~Report ~~discussion~~on ~~contains~~Form ~~forward~~10-~~looking~~Q and with our audited consolidated financial statements ~~that~~included ~~involve~~in the ~~risks~~Annual Report on Form 10-K for the year ended December 31, ~~uncertainties~~2013, as filed with the Securities and ~~assumptions.~~Exchange ~~See~~Commission (“~~Note~~SEC”). ~~Regarding~~In ~~Forward~~addition to historical condensed consolidated financial information, the following discussion contains forward-~~Looking~~looking ~~Statements.”~~statements ~~Our~~that ~~actual~~reflect the Company's plans, estimates, and beliefs. Actual results could differ materially from those ~~anticipated~~discussed in the forward-looking statements. asFactors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q. For a ~~result~~discussion of limitations in the measurement of certain ~~factors~~user ~~discussed~~metrics, insee ~~“Risk~~the ~~Factors”~~section ~~and~~entitled ~~elsewhere~~"Cautionary Statement on Forward-Looking Information” in this ~~report~~Quarterly Report on Form 10-Q.

~~Overview~~General ~~and Going Concern~~Overview

WeFor ~~are~~the ansix ~~independent~~months ~~oil~~ended ~~and~~June ~~gas~~30, ~~exploration~~2014, ~~and production company that operates in~~ the ~~Gulf~~Company ~~Coast~~recognized ~~region~~net ofrevenues ~~the United States~~ of ~~America~~$1, ~~specifically~~449,131 ~~onshore~~ and ~~the~~production ~~state waters~~ of ~~Louisiana~~14,269 ~~USA~~barrels ~~and the federal waters offshore Texas in the Gulf~~ of ~~Mexico~~oil. We The ~~currently~~key ~~have~~drivers ~~oil~~of ~~and~~the ~~gas~~Company’s ~~lease~~results ~~interests~~included ~~throughout~~the ~~Louisiana and Mississippi.~~following:

~~Going~~Drilling ~~Concern~~and Development Program

InThe ~~the~~Company ~~course~~plans ~~of our development and well reactivation initiatives, we have sustained losses and expect such losses~~ to ~~continue~~increase ~~until~~production ~~such time that we reach critical mass~~ and atreserves ~~least for the next twelve months. We expect to finance our operations primarily~~ through ~~future~~drilling ~~financings. However, there exists substantial doubt about our ability to continue as a going concern, because we will be required to obtain additional capital in the future to continue our operations,~~ and ~~there~~development isplans ~~no assurance that we will be able to obtain such capital, through equity or debt financing, or any combination thereof, or~~ on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet our ultimate capital needs and to support our growth. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted. Therefore, there is substantial doubt as to our ability to continue as a going concern for at least the ~~next~~following twelve months. Additionally, our independent auditors included an explanatory paragraph in their report on our consolidated financial statements included in this report that raises substantial doubt about our ability to continue as a going concern. Our ability to complete additional rounds of financing is dependent on the state of the debt andprojects/or equity markets at the time of any proposed offering, and such market’s reception of the Company and offering terms. In addition, our ability to complete an offering may be dependent on the status of our oil and gas well re-activation activities, which cannot be predicted. There is no assurance that capital in any form will be available to us, and if available, on terms and conditions that are acceptable.areas:

~~Our~~Coral ~~consolidated~~Project. ~~financial~~In ~~statements~~December ~~have~~2013, ~~been~~the ~~prepared~~Company acquired two leases in ~~accordance~~Louisiana ~~with~~state ~~generally~~coastal ~~accepted~~waters ~~accounting~~of ~~principles~~St. ~~applicable~~Mary toParish atotaling ~~going~~approximately ~~concern~~1,405 ~~which~~acres. ~~implies~~The weCompany ~~will~~planned ~~continue~~ to ~~meet~~re-enter ~~our~~and ~~obligations~~complete ~~and~~a ~~continue~~well ~~our~~on ~~operations~~this ~~for~~project. During the ~~next~~six ~~twelve~~ months~~. Realization~~ ~~values~~ended ~~may~~June be30, ~~substantially~~2014, ~~different~~the ~~from~~Company ~~carrying~~capitalized ~~values~~a astotal ~~shown~~of $2.3 million, including intangible drilling and ~~our~~completion ~~consolidated~~and ~~financial~~permitting ~~statements~~costs dorelated ~~not~~to ~~include~~the ~~any~~well. Also, ~~adjustments~~in ~~relating~~June to2014, the ~~recoverability~~Company orsold ~~classification~~35% of ~~recorded~~its ~~asset~~100% ~~amounts~~working orinterest in the ~~amount~~Coral project to a third party and ~~classification~~received $2.0 million, which included $335,301 of ~~liabilities~~reimbursement ~~that~~of ~~might~~previous bedevelopment ~~necessary~~costs asand a ~~result~~cash advance of ~~this~~$1,246,699 ~~uncertainty~~for the third party’s share of future projected costs on the first well. During the third quarter of 2014, the Company plans to log and test the first well in the project.

~~Liquidity~~Natchez. The Natchez Properties, previously referred to as “Vidalia Properties” or “Vidalia”, contain over 80 wells in 23 fields located in Louisiana and Mississippi. The ~~Capital~~Louisiana ~~Resources~~properties include over 39 wells and numerous leases located primarily in Catahoula and Concordia parishes. The Mississippi properties include over 41 wells and numerous leases located primarily in Adams, Amite, Franklin, and Wilkinson Counties. The properties include up to 30 productive wells and up to 38 shut-in wells. During the six months ended June 30, 2014, the Company remapped eight of the fields and analyzed additional pay zones resulting in an additional 836 thousand barrels of reserves, as estimated by management.

AtEnsminger ~~September~~Project. The ~~30,~~Ensminger ~~2013,~~Project weis ~~have~~located ~~current~~in ~~assets~~St. ofMary ~~$676~~Parish,~~028,~~ ~~current~~Louisiana. The ~~liabilities~~Company ofhad ~~$8,362,009~~a ~~and~~minority ainterest ~~working~~in ~~capital~~the ~~deficit~~original ofwell ~~$7,685,981~~(Ensmiger #1) drilled on this prospect. InThe ~~early~~original ~~2013,~~well wewas ~~took~~funded anby ~~initiative~~management towith ~~become~~two ~~current~~partners inand ~~our~~drilled ~~public~~in ~~company~~2004. Between ~~compliance~~2005 ~~reporting~~and ~~requirements~~2007, ~~which~~the weEnsminger ~~believe~~#1 ~~will~~well ~~permit~~produced ussignificant toquantities ~~raise~~of ~~capital~~gas and ~~effect~~condensate. During ~~acquisitions~~a ~~through~~recompletion ~~equity~~operation in a new zone the operator lost tools in the hole, and~~/or~~ ~~convertible~~subsequent ~~debt~~failed ~~transactions~~fishing atoperations ~~more~~resulted ~~favorable~~in ~~terms~~damage ~~than~~to wethe ~~might~~formation, ~~otherwise~~making ~~achieve~~further use of the well bore unfeasible. The lease was abandoned in 2011 and agreements with participants in this prospect area expired in mid-2012.

WeIn ~~may~~2014, ~~seek~~Radiant totook ~~raise~~a ~~additional~~new ~~funds~~lease ~~through~~on ~~public~~this oracreage ~~private~~with ~~sale of our equity or debt securities, borrowing funds from private or institutional lenders,~~ the ~~sale~~intent of ~~our~~re-entering ~~interests~~the inwell ~~certain oil~~ and ~~gas~~side-tracking ~~properties,~~the orwell ~~farm~~below ~~out~~the ~~of oil and gas interests~~casing. If During wethe ~~raise~~six ~~additional~~months ~~funds~~ended ~~through~~June ~~the~~30, ~~issuance of debt securities~~2014, ~~these~~the ~~securities~~Company ~~would~~incurred ~~have~~approximately ~~rights~~$2.7 ~~that~~million ~~are senior~~ to ~~holders~~re-enter ofthe ~~our~~well ~~common stock~~ and ~~could~~remove ~~contain~~chrome ~~covenants~~tubing ~~that~~down ~~restrict our operations. Any additional equity financing would likely be substantially dilutive~~ to ~~our stockholders~~9,300 ~~particularly~~feet. Current ~~given~~operations ~~the~~have ~~prices at which our common stock has~~ been ~~recently~~temporarily ~~trading.~~suspended Inpending ~~addition,~~selection ifof wethe ~~raise~~appropriate ~~additional~~rig ~~funds~~for ~~through~~ the ~~sale~~next phase of ~~equity~~operations. ~~securities,~~Management ~~new~~intends ~~investors could have rights superior~~ to ~~our~~recommence ~~existing~~operations ~~stockholders.~~on ~~This~~this ~~could~~project ~~also~~prior ~~result~~to ~~in a decrease in~~ the ~~fair~~end ~~market value~~ of ~~our equity securities because our assets would be owned by a larger pool of outstanding equity~~2014.

17Production

Production for the six months ended June 30, 2014 was 14,269 barrels of oil, or 79 barrels per day, a 19% increase from the same period in 2013 primarily due to the workover and repair program implemented in the Natchez properties.

Prices

The average realized oil price during the second quarter of 2014 decreased two percent to $102.75 per Bbl from $104.51 per Bbl in the same period in 2013, and increased two percent from $100.52 per Bbl in the first quarter of 2014. Commodity prices are affected by changes in market demand, overall economic activity, weather, pipeline capacity constraints, inventory storage levels, basis differentials and other factors beyond the Company’s control The Company’s financial results are largely dependent on commodity prices which have been and are expected to remain volatile.

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If we raise funds through a farm-out or sale of any of our rights, we may be required to relinquish, on terms that are not favorable to us, our interests in those projects. Our need to raise capital soon may require us to accept terms that may harm our business or be disadvantageous to our current stockholders, particularly in light of the current illiquidity. There can be no assurance that we will be successful in obtaining additional funding, or selling or farming-out assets, in sufficient amounts or on terms acceptable to us, if at all.

If we are unable to raise sufficient additional funds when needed, we would be required to further reduce operating expenses by, among other things, curtailing significantly or delaying or eliminating part or all of our operations and properties.

Our ability to obtain additional financing is dependent on the state of the debt and/or equity markets, and such markets’ reception of us and our offering terms. In addition, our ability to obtain financing may be dependent on the status of our oil and gas exploration activities, which cannot be predicted. There is no assurance that capital in any form will be available to us, and if available, that it will be on terms and conditions that are acceptable.

Recent Developments

In August 2013, we entered into a Bridge Loan Agreement with various individuals whereby we borrowed $600,000, and also issued to the note holder warrants to purchase 1,500,000 shares of our common stock at a purchase price of $0.01 per share.

On October 4, 2013, we, through our wholly-owned subsidiary Radiant Acquisitions 1, LLC (“Radiant Acquisitions”), entered into a First Lien Credit Agreement (the “Credit Agreement”) with various financial institutions (the “Lenders”). The maximum aggregate commitment of the Lenders to advance loans under this Agreement was $39,788,000, and the maximum aggregate principal amount to be repaid by the Borrower in respect thereof is $40,600,000 and for any given loan, the amount of funds advanced by any Lender shall be ninety-eight percent (98%) of the amount of principal required to be repaid by the Borrower in respect of such Loan. The proceeds from the Credit Agreement were used to fund the closing of our recent acquisition of oil and gas properties located in Louisiana and Mississippi, as well as to develop multiple re entry, work-over and drilling opportunities on acquired acreage throughout south Louisiana and Mississippi.

Concurrent with the closing of the Credit Agreement, a total of $27,050,428 was disbursed.

On October 9, 2013, we completed the purchase of oil and gas properties located in Louisiana and Mississippi for cash and common shares. The acquired properties contain over eighty (80) wells in Louisiana and Mississippi. The Louisiana properties include over 39 wells and numerous leases located in Catahoula, Concordia, La Salle and St. Mary's Parishes. The Mississippi properties include over 41 wells and numerous leases located in Adams, Amite, Franklin, and Wilkinson Counties. The properties include up to 24 productive wells and up to 36 shut-in wells that have been evaluated for work-over and behind pipe opportunities which is expected to provide for cost-effective near-term production increases.

Results of Operations

~~Three~~Effective ~~Months~~October ~~Ended September 30~~9, 2013, ~~Compared~~the Company acquired the Natchez properties located in Louisiana and Mississippi. Predecessor references herein relate to ~~Three~~the ~~Months~~operations ~~Ended~~of ~~September~~the Natchez Properties. The Company has presented the Statements of Operations for the three and six months ended June 30, ~~2012~~2013 for the Predecessor.

~~Depreciation,~~RADIANT ~~depletion~~OIL ~~and~~& ~~amortization expense for three months ended September 30~~GAS, ~~2013 stayed the same as for the three months ended September 30, 2012 and was $897~~INC.

~~General~~Consolidated ~~and~~Statements ~~administrative~~of expenses for the three months ended September 30, 2013 decreased by $102,976 or 26% compared to the three months ended September 30, 2012. The decrease was primarily due to decreased compensation and fees for consulting, and legal services for the 2013 period when compared to the prior 2012 period.Operations

	Successor			Predecessor			Successor			Predecessor
	For the Three			For the Three			For the Six			For the Six
	Months Ended			Months Ended			Months Ended			Months Ended
	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013
OIL AND GAS REVENUES	$	682,672		$	532,871		$	1,449,131		$	1,287,326

OPERATING EXPENSES:
Lease operating expenses		1,059,703			706,619			1,749,873			1,557,431
Depreciation, depletion, amortization and accretion		48,632			12,272			107,739			21,225
General and administrative expense		1,189,167			-			2,363,557			-
TOTAL OPERATING EXPENSES		2,297,502			718,891			4,221,169			1,578,656

OPERATING LOSS		(1,614,830	)		(186,020	)		(2,772,038	)		(291,330	)

OTHER INCOME (EXPENSE):
Unrealized gain on stock and warrant derivative liabilities		817,587			-			2,966,271			-
Net loss on commodity derivatives		(946,180	)		-			(1,178,260	)		-
Interest expense		(1,279,622	)		-			(2,439,664	)		-
Other income, net		5			-			237,678			-
Total other expense		(1,408,210	)		-			(413,975	)		-

NET LOSS	$	(3,023,040	)	$	(186,020	)	$	(3,186,013	)	$	(291,330	)

Three Months ended June 30, 2014 Compared to Three Months ended June 30, 2013

The Company recorded a net loss for the three months ended June 30, 2014 of $3,023,040 compared to net loss of $186,020 for the three months ended June 30, 2013. The following factors contributed to the change.

Revenue.

	Three Month Ended June 30,				Increase			Percentage
	2014		2013		(Decrease)			Change
Oil Sales Volumes		6,644		5,099		1,545			30	%
Average Oil Sales Price per unit	$	102.75	$	104.51	$	(1.76	)		-2	%
Oil Revenues	$	682,672	$	532,871	$	149,801			28	%

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~~Gain~~Oil onand ~~derivative~~gas ~~liabilities~~revenues for the three months ended ~~September~~June 30, ~~2013~~2014 ~~was~~increased by $53149,~~292~~801 or 28% compared to athe ~~loss~~three onmonths ~~derivative~~ended ~~liabilities~~June of30, ~~$36~~2013,~~081~~ ~~for~~primarily ~~the~~due ~~three~~to ~~months~~a ~~ended September~~ 30,% ~~2012. The~~increase ~~change~~ in ~~fair~~oil ~~value~~volumes ofas ~~our~~a ~~derivative~~result ~~liabilities~~of ~~was~~increased ~~due~~workover toand ~~market~~repair ~~price fluctuations~~activity.

~~Loss~~Lease onOperating ~~warrant~~Expenses. ~~derivative~~Lease operating expenses for the three months ended ~~September~~June 30, ~~2013~~2014 ~~was~~increased by $~~149~~353,~~557~~084 or 50% compared to ~~$-0- for~~ the three months ended ~~September~~June 30, ~~2012~~2013. ~~The~~During ~~increase was due to warrants issued in connection with Bridge loan (see “Recent Developments” section above) were valued at $749~~2014,~~557.~~ ~~$600,000 of this amount was applied to principal of~~ the ~~loan~~Company ~~(see~~initiated ~~Footnote~~a 3program to ~~financial~~restart ~~statements~~prior ~~“Notes~~shut ~~Payable”)~~in ~~and~~wells ~~the~~which ~~excess~~caused ~~was~~an ~~recorded~~increase ~~as loss on note payable~~ in ~~the~~repairs ~~income~~and ~~statement.~~downhole ~~There~~and ~~was~~surface ~~no such transaction in prior period in 2012~~equipment.

~~Interest~~Depreciation, Depletion, Amortization and Accretion. Depreciation, depletion, amortization and accretion expense for the three months ended ~~September~~June 30, ~~2013~~2014 ~~increased~~was by $5048,~~280~~632 ~~or 63%~~ compared to $12,272 for the three months ended ~~September~~June 30, ~~2012. The~~2013 ~~increase~~primarily ~~was mainly~~ due to ~~increased~~a ~~interest~~higher depletion rate onas ~~Asher~~a ~~note~~result ~~that~~of ~~defaulted~~the inPredecessor’s ~~November~~lower ~~2012~~asset basis, and ~~amortization~~higher ofproduction ~~discount on Asher note~~volumes.

~~The~~General ~~above~~and ~~mentioned~~Administrative ~~factors~~Expense. General ~~resulted~~and inadministrative aexpenses ~~net loss~~ for the three months ended ~~September~~June 30, ~~2013~~2014 ofwas $~~519~~1,~~770~~189,167 compared to a$-0- ~~net~~for ~~loss~~the ofthree ~~$512~~months ended June 30,~~282~~ 2013. The increase is a result of no general and administrative expenses existing for the Predecessor for the three months ended ~~September~~June 30, ~~2012~~2013.

~~Nine~~Net ~~Months~~Loss ~~Ended~~on ~~September~~Derivatives. The net loss on derivatives for the three months ended June 30, ~~2013~~2014 ~~Compared~~was to$128,593, ~~Nine~~which ~~Months~~included ~~Ended~~a ~~September~~net loss on commodity derivative of $946,180 and a net gain on warrant derivatives of $817,587. The predecessor had no derivatives for the three months ended June 30, ~~2012~~2013.

~~Depreciation,~~Interest ~~depletion~~Expense. ~~and~~Interest ~~amortization~~ expense for the ~~nine~~year three months ended ~~September~~June 30, ~~2013~~2014 was $21,~~691~~279,622 compared to $~~2,790~~-0- for the ~~nine~~three months ended ~~September~~June 30, ~~2012~~2013. The ~~decrease~~interest inexpense ~~depreciation,~~for ~~depletion~~2014 ~~and~~is ~~amortization~~a ~~expense~~result ~~was~~of ~~due~~notes topayable ~~several~~outstanding ~~office~~during ~~furniture~~the ~~items~~period ~~became~~ended ~~fully~~June ~~depreciated~~30, in2014. No ~~late~~debt ~~2012~~existed for the Predecessor in 2013.

~~General~~Six ~~and~~Months ~~administrative expenses for the nine months~~ ended ~~September~~June 30, ~~2013~~2014 ~~increased~~Compared ~~by $263,309 or 37% compared~~ to ~~the~~Six ~~nine~~Months ~~months~~ ended ~~September~~June 30, ~~2012. The increase was primarily due to increased compensation and fees for consulting, legal, and accounting services for the~~ 2013 ~~period when compared to the prior 2012 period.~~

~~Gain~~The onCompany ~~derivative~~recorded ~~liabilities~~a net loss for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 ~~was~~of $~~138~~3,~~208~~186,013 compared to anet loss ~~on derivative liabilities~~ of $~~122~~291,~~018~~330 for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013. The ~~change~~following infactors ~~fair~~contributed ~~value of our derivative liabilities was due~~ to ~~market~~the ~~price fluctuations~~change.

~~Loss on warrant derivative for the nine months ended September 30, 2013 was $149,557 compared to $-0- for the nine months ended September 30, 2012~~Revenue. The increase was due to warrants issued in connection with Bridge loan (see “Recent Developments” section above) were valued at $749,557. $600,000 of this amount was applied to principal of the loan (see Footnote 3 to financial statements “Notes Payable”) and the excess was recorded as loss on note payable in the income statement. There was no such transaction in prior period in 2012.

Other income for the nine months ended September 30, 2013 decreased by $250,000 as compared to the nine months ended September 30, 2012. The decrease was due to a non-refundable prospect fee of $250,000 paid by Grand Synergy was recorded in prior period. This related to a “Shallow Oil Agreement” with Grand Synergy (see annual report on the form of 10K for the year ended December 31, 2012 for detailed description of this transaction). There was no such income in 2013.

	Six Month Ended June 30,				Increase			Percentage
	2014		2013		(Decrease)			Change
Oil Sales Volumes		14,269		11,993		2,276			19	%
Average Oil Sales Price per unit	$	101.56	$	107.34	$	(5.78	)		-5	%
Oil Revenues	$	1,449,131	$	1,287,326	$	161,805			13	%

~~Interest~~Oil ~~expense~~and gas revenues for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 increased by $66161,~~846~~805, or 2913%, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013. ~~The~~ This increase was ~~mainly~~ due to ~~increased~~a ~~interest~~19% ~~rate~~increase onin ~~Asher~~oil ~~note~~volumes ~~that~~primarily ~~defaulted~~due into ~~November~~increased ~~2012~~workover and ~~amortization~~repair ofactivity, ~~discount~~partially onoffset ~~Asher~~by ~~note~~a five percent decrease in oil prices.

~~The~~Lease ~~above~~Operating ~~mentioned~~Expenses. Lease ~~factors~~operating ~~resulted~~expenses ~~in a net loss~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 ofincreased by $1192,~~296~~442 or 12%,~~557~~ compared to athe ~~net~~six ~~loss~~months ofended ~~$827~~June 30,~~170~~ ~~for~~2013. ~~nine~~This ~~months~~increase ~~ended~~was ~~September~~primarily ~~30,~~due ~~2012~~to increased workover and repair activity.

~~Off-Balance~~Depreciation, ~~Sheet~~Depletion, ~~Arrangements~~Amortization and Accretion. Depreciation, depletion, amortization, and accretion expense for the six months ended June 30, 2014 was $107,739 compared to $21,225 for the six months ended June 30, 2013. The increase in DD&A was primarily due to a higher depletion rate as a result of the Predecessor’s lower asset basis, and higher production volumes.

~~For~~General and Administrative Expense. General and administrative expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 was $2,363,557 compared to $-0- for the ~~Company~~six ~~did~~months ~~not~~ended ~~have~~June ~~any~~30, ~~off-balance~~2013. The ~~sheet~~increase ~~arrangements~~is a result of no general and administrative expenses existing for the Predecessor for the six months ended June 30, 2013.

19Net Loss on Derivatives. The net gain on derivatives for the six months ended June 30, 2014 was $1,788,011, which included a net loss on commodity derivatives of $1,178,260 and a net gain on warrant derivatives of $2,966,271, compared to $-0- for the six months ended June 30, 2013. The predecessor had no derivatives for the six months ended June 30, 2013.

Interest Expense. Interest expense for the six months ended June 30, 2014 was $2,439,664 compared to $-0- for the six months ended June 30, 2013. The interest expense for 2014 is a result of notes payable outstanding during the period ended June 30, 2014. No debt existed for the Predecessor in 2013.

Other Income. Other income for the six months ended June 30, 2014 was $237,678 compared to $-0- for the six months ended June 30, 2013. The other income from 2014 is primarily related to the $245,000 received from Black Gold, Inc. upon termination of a project agreement.

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Liquidity and Capital Resources

At June 30, 2014, we have current assets of $3,710,266, current liabilities of $18,940,838, and a working capital deficit of $15,230,572.

At June 30, 2014, our cash and cash equivalents balance totaled $1,413,925 and restricted cash balance was $1,150,427.

Effective February 28, 2014, the Company amended the Centaurus Credit Agreement. As part of the amendment, the maturity date was extended to December 2018. The amendment increased the maximum aggregate commitment from the Lenders from $39,788,000 to $41,748,000, increased the principal amount to be repaid by the Company from $40,600,000 to $42,600,000 plus any deferred interest, and increased the net profits interest conveyed to Centaurus on specific proved wells from 12.5% to 17.0%. Advances under the Facility are available with the approval of the agent. There was no change in the interest rate or collateral. Repayments are based on cash flow from Company properties and are schedule to begin no later than October 2014. Should the Company default on any provisions in the Agreement, the Lenders have the right to exercise its rights and remedies against the Company, as contained in the facility agreement and the amendment.

The Company has significant cash requirements over the next six months and anticipate that the cash and cash equivalents balances in conjunction with advances under the Credit Agreement will substantially allow the Company to meet its capital investment requirements.

The Company intends to raise additional funds through public or private sale of our equity or debt securities, borrowing funds from private or institutional lenders, the sale of interests in certain oil and gas properties, or the farm out of oil and gas interests. If the Company raises additional funds through the issuance of debt securities, these securities would have rights that are senior to holders of our common stock and could contain covenants that restrict the Company’s operations. Any additional equity financing would likely be substantially dilutive to the Company’s stockholders, particularly given the prices at which the common stock has been recently trading. In addition, if the Company raises additional funds through the sale of equity securities, new investors could have rights superior to existing stockholders. This could also result in a decrease in the fair market value of the Company’s equity securities because assets would be owned by a larger pool of outstanding equity.

If the Company raises funds through a farm-out or sale of any of the Company’s rights, the Company may be required to relinquish, on terms that are not favorable to the Company, interests in those projects. The Company’s need to raise capital may require it to accept terms that may harm its business or be disadvantageous to current stockholders. There can be no assurance that the Company will be successful in obtaining additional funding, or selling or farming-out assets, in sufficient amounts or on terms acceptable to the Company, if at all.

If the Company is unable to raise sufficient additional funds when needed, it would be required to further reduce operating expenses by, among other things, curtailing significantly or delaying or eliminating part or all of its operations and properties.

The Company’s ability to obtain additional financing is dependent on the state of the debt and/or equity markets, and such markets’ reception of the Company and its offering terms. In addition, the Company's ability to obtain financing may be dependent on the status of its oil and gas exploration activities, which cannot be predicted. There is no assurance that capital in any form will be available to the Company, and if available, that it will be on terms and conditions that are acceptable.

Consolidated Statements of Cash Flows Data

	Successor			Predecessor
	For the Six Months Ended			For the Six Months Ended
	June 30, 2014			June 30, 2013
Net cash used in operating activities	$	(1,241,328	)	$	(261,346	)
Net cash used in investing activities		(1,899,825	)		-
Net cash provided by financing activities		3,860,496			261,346

Cash Used in Operating Activities. Net cash used in operating activities was $1,241,328 for the six months ended June 30, 2014 compared to net cash used in operating activities of $261,346 for the six months ended June 30, 2013. The change in operating cash flow is primarily attributable to operations related to the newly acquired oil & gas properties as well as other overhead expenses, partially offset by management of the Company’s working capital position.

Cash Used in Investing Activities. For the six months ended June 30, 2014, net cash used in investing activities of $1,899,825 was primarily the result of development of the Company’s oil and gas properties of $4,075,667, partially offset by funds released from restricted cash of $916,798, proceeds related to the partial interest sale of the Coral project of $400,000 and the net change in cash received from advances for the Coral project of $870,411. For the six months ended June 30, 2013, there was no cash used in investing activities.

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Cash Provided by Financing Activities. For the six months ended June 30, 2014, net cash provided by financing activities of $3,860,496 was primarily attributable to net borrowings on notes payable of $3,920,000 and proceeds from issuance of common stock of $8,750 partially offset by payments on notes payable of $67,279. For the six months ended June 30, 2013, net cash provided by financing activities of $261,346 was attributable to Predecessor contributions.

Off-Balance Sheet Arrangements

For the period of from January 1, 2014 to June 30, 2014, the Company did not have any off-balance sheet arrangements.

Critical Accounting Policies

WeThe ~~prepare~~Company ~~our~~prepared the consolidated financial statements in accordance with generally accepted accounting principles of the United States (“U.S. GAAP”). U.S. GAAP represents a comprehensive set of accounting and disclosure rules and requirements. The preparation of these financial statements requires usthe Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. WeThe ~~base~~Company ~~our~~bases estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, however, in the past the estimates and assumptions have been materially accurate and have not required any significant changes. Should wethe Company experience significant changes in the estimates or assumptions that would cause a material change to the amounts used in the preparation of ~~our~~the financial statements, material quantitative information will be made available to investors as soon as it is reasonably available.

WeThe ~~believe~~Company believes the following critical accounting policies, among others, affect ~~our~~its more significant judgments and estimates used in the preparation of ~~our~~the consolidated financial statements:

~~Use~~Deferred ofFinancing ~~Estimates~~Charges

~~The~~Deferred ~~preparation~~finance ofcharges ~~financial~~consist ~~statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets~~legal and ~~liabilities~~other ~~and~~fees ~~the~~incurred ~~disclosure~~in ofconnection ~~contingent~~with ~~assets and liabilities at~~ the ~~date~~issuance of ~~financial~~notes ~~statements~~payable and ~~the~~are ~~reported~~capitalized ~~amounts of revenues~~ and ~~expenses~~shown ~~during~~in the ~~reporting~~consolidated ~~period.~~balance ~~Actual results could differ from those estimates~~sheets. ~~Estimates~~ ~~that~~These charges are ~~particularly~~being ~~significant~~amortized tousing the ~~consolidated~~effective ~~financial~~interest ~~statements~~method ~~include~~over ~~estimates~~the ofterm ~~oil reserves, future cash flows from oil properties, depreciation, depletion, amortization, impairment~~ of ~~oil~~the ~~properties, asset retirement obligations, and calculations~~ related ~~to derivative liabilities~~notes.

Oil and Natural Gas Properties

WeThe ~~account~~Company accounts for ~~our~~its oil and natural gas producing activities using the full cost method of accounting, as prescribed by the United States Securities and Exchange Commission (“SEC”). Under this method, subject to a limitation based on estimated value, all costs incurred in the acquisition, exploration, and development of proved oil and natural gas properties, including internal costs directly associated with acquisition, exploration, and development activities, the costs of abandoned properties, dry holes, geophysical costs, and annual lease rentals are capitalized within a full cost ~~center~~pool. Costs of production and general and administrative corporate costs unrelated to acquisition, exploration, and development activities are expensed as incurred.

Costs associated with unevaluated properties are capitalized as oil and natural gas properties, but are excluded from the amortization base during the evaluation period. When wethe ~~determine~~Company determines whether the property has proved recoverable reserves or not, or if there is an impairment, the costs are transferred into the amortization base and thereby become subject to amortization. WeThe ~~evaluate~~Company evaluates unevaluated properties for inclusion in the amortization base at least annually. WeThe ~~assess~~Company assesses properties on an individual basis, or as a group, if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate that there would be impairment, or if proved reserves are assigned to a property, the cumulative costs incurred to date for such property are transferred to the amortizable base and are then subject to amortization.

20The Company includes its pro rata share of assets and proved reserves associated with an investment that is accounted for on a proportional consolidation basis with assets and proved reserves that the Company directly owns. The Company calculates the depletion and net book value of the assets based on the full cost pool’s aggregated values. Accordingly, the ratio of production to reserves, depletion and impairment associated with a proportionally consolidated investment does not represent a pro rata share of the depletion, proved reserves, and impairment of the proportionally consolidated venture.

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WeThe ~~include~~net ~~our~~book ~~pro~~value ~~rata~~of ~~share~~all ofcapitalized ~~assets~~oil and ~~proved~~natural ~~reserves~~gas ~~associated~~properties, ~~with~~less anrelated ~~investment~~deferred ~~that~~income taxes, is ~~accounted~~subject ~~for~~to on a ~~proportional~~full ~~consolidation~~cost ~~basis~~ceiling ~~with~~limitation ~~assets~~which ~~and~~is ~~proved~~calculated ~~reserves~~quarterly. ~~that~~Under the ~~Company~~ceiling ~~directly~~limitation, ~~owns~~costs inmay not exceed an aggregate of the ~~appropriate~~present ~~cost~~value ~~center.~~of Wefuture ~~calculate~~net ~~the~~revenues ~~depletion~~attributable to proved oil and ~~net~~natural ~~book~~gas reserves discounted at 10 percent using current prices, plus the lower of cost or market value of unproved properties included in the ~~assets~~amortization ~~based~~base, onplus the cost ~~center’s~~of ~~aggregated~~unevaluated ~~values~~properties, less any associated tax effects. ~~Accordingly,~~Any excess of the ~~ratio~~net ofbook ~~production~~value, toless ~~reserves~~related deferred tax benefits, ~~depletion~~over ~~and~~the ~~impairment~~ceiling ~~associated~~is ~~with~~written aoff ~~proportionally~~as ~~consolidated~~expense. Impairment ~~investment~~expense ~~does~~recorded in one period may not ~~represent~~be areversed ~~pro~~in ~~rata~~a ~~share~~subsequent ofperiod ~~the~~even ~~depletion,~~though ~~proved~~higher ~~reserves,~~oil and ~~impairment~~gas ofprices may have increased the ~~proportionally~~ceiling ~~consolidated~~applicable ~~venture~~to the subsequent period.

The net book value of all capitalized oil and natural gas properties within a cost center, less related deferred income taxes, is subject to a full cost ceiling limitation which is calculated quarterly. Under the ceiling limitation, costs may not exceed an aggregate of the present value of future net revenues attributable to proved oil and natural gas reserves discounted at 10 percent using current prices, plus the lower of cost or market value of unproved properties included in the amortization base, plus the cost of unevaluated properties, less any associated tax effects. Any excess of the net book value, less related deferred tax benefits, over the ceiling is written off as expense. Impairment expense recorded in one period may not be reversed in a subsequent period even though higher oil and gas prices may have increased the ceiling applicable to the subsequent period.

Impairment of Long-Lived Assets

WeThe Company periodically ~~review~~reviews non-oil and gas long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. WeThe ~~recognize~~Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

Asset Retirement Obligation

We record the fair value of an asset retirement cost, and corresponding liability as part of the cost of the related long-lived asset and the cost is subsequently allocated to expense using a systematic and rational method. We record an asset retirement obligation to reflect its legal obligations related to future plugging and abandonment of our oil and natural gas wells and gas gathering systems. We estimate the expected cash flow associated with the obligation and discounts the amount using a credit-adjusted, risk-free interest rate. At least annually, we reassess the obligation to determine whether a change in the estimated obligation is necessary. We evaluate whether there are indicators that suggest the estimated cash flows underlying the obligation have materially changed. Should those indicators suggest the estimated obligation may have materially changed on an interim basis (quarterly), we will accordingly update our assessment. Additional retirement obligations increase the liability associated with new oil and natural gas wells and gas gathering systems as these obligations are incurred.

Derivative Financial Instruments

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to non-operating income. For warrants and convertible derivative financial instruments, wethe ~~use~~Company uses the ~~Black-Scholes~~Binomial Option Pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period, in accordance with FASB ASC Topic 815, Derivatives and Hedging. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

21Revenue Recognition

~~Table~~The Company recognizes revenue when persuasive evidence of ~~Contents~~an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. The Company follows the “sales method” of accounting for oil and natural gas revenues, and recognizes revenue on all natural gas or crude oil sold to purchasers, regardless of whether the sales are proportionate to our ownership in the property. A receivable or liability is recognized only to the extent that the Company has an imbalance on a specific property greater than the expected remaining proved reserves.

~~Income~~Recent ~~Taxes~~Accounting Pronouncements

WeThe ~~account~~Company ~~for~~does ~~income~~not ~~taxes~~expect ~~using~~ the ~~asset~~adoption ~~and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax basis~~ of ~~assets~~recently ~~and liabilities and~~issued ~~are~~accounting ~~measured~~pronouncements ~~using the enacted tax rates and laws that will be in effect when the differences are expected~~ to behave ~~recovered or settled. Deferred tax assets are reduced by~~ a ~~valuation~~significant ~~allowance~~impact ~~if, based~~ on ~~the~~its ~~weight~~results of ~~available evidence~~operations, itfinancial isposition ~~more likely than not that some portion~~ or ~~all~~cash ~~of the deferred tax assets will not be realized~~flows.

FASB ASC-740 establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions which meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by us on our tax returns.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company and therefore not required to provide this information.

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Item 4.

Controls and Procedures

~~There~~Disclosure ~~were no changes to the Company’s internal~~ controls ~~during~~and ~~the quarter ended September 30, 2013.~~procedures

22The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As required by the SEC Rule 13a-15(b), the Company carried out an evaluation under the supervision and with the participation of its management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Company’s principal executive officer and principal financial officer concluded that disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following three material weaknesses which have caused management to conclude that as of June 30, 2014 the Company’s disclosure controls and procedures were not effective at the reasonable assurance level:

a)	Inadequate segregation of duties. In various accounting processes, applications and systems the Company did not design, establish and maintain procedures and controls to adequately segregate job responsibilities for initiating, authorizing and recording transactions, nor were there adequate mitigating or monitoring controls in place.
b)	Inadequate policies and procedures. The Company did not design, establish and maintain effective GAAP compliant financial accounting policies and procedures.
c)	Inadequate personnel. The Company had a lack of experienced personnel with relevant accounting experience, due in part to limited financial resources.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented.

Changes in internal controls over financial reporting

The Company’s internal control over financial reporting has not changed during the fiscal quarter covered by this Quarterly Report on Form 10-Q.

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PART II. OTHER INFORMATION

Item 1.

Legal Proceedings.

From time to time, wethe Company may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm ~~our~~the Company’s business. WeWith ~~are~~the exception of the matters discussed below, the Company is currently not aware of any such legal proceedings or claims that weit ~~believe~~believes will have a material adverse effect on ~~our~~the business, financial condition or operating results.

In May 2014, Fermo Jaeckle filed a lawsuit seeking to recover all sums deemed due and owing under the Fermo Jaeckle Note, alleged to be not less than $700,000. Radiant responded to the lawsuit and filed a third party claim against John Thomas Financial, Inc. (“JTF”) alleging that JTF is obligated to repay obligation under this note. The company continues to seek terms of settlement.

In May 2014, Grand Synergy Petroleum, LLC (“Grand”) filed a lawsuit alleging breach of contract by Radiant and seeks a settlement that includes return of cash funds paid to Radiant in 2012 under a project agreement for joint acquisition and exploration of certain oil and gas leases and related assets located in St. Mary Parish, Louisiana (the “Shallow Oil Phase 3 and 4 Agreement”). The Company filed a countersuit against Grand for breach of contract. The Company believes that the resolution of this proceeding will not have a material adverse effect on its consolidated operating results, financial position or cash flows.

Item 1A.

Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

~~None~~Other than described below, all securities sold by the Company during the six months ended June 30, 2014 that were not registered under the Securities Act were previously disclosed in the Company’s quarterly reports on Form 10-Q or current reports on Form 8-K. The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated there under since, among other things, the transaction did not involve a public offering.

Asher Convertible Notes

During 2011, Radiant issued convertible promissory notes to Asher Enterprises Inc. (“Asher Convertible Notes”) for gross proceeds of $95,000 at 8% interest. The notes are convertible into the Company’s common stock. The loans are convertible after 180 days from the date of issuance and until the later of maturity date or the date of payment of default amount. The conversion price equals 61% of the average of the lowest 3 trading prices for the common stock during the ten trading day period ending on the latest complete trading day prior to the conversion date.

The notes were currently in default as of June 30, 2014. According to provisions of the credit agreement, in case of a default, the principal of the notes increases 150%.

During the six months ended June 30, 2014, $72,000 of the principal of the notes was converted into 84,631 shares of the Company common stock. As of June 30, 2014, the principal outstanding was $70,500.

Bridge Loan Warrants

In August 2013, Radiant entered into a bridge loan agreement with various individuals, totaling $600,000, along with warrants to purchase 1,500,000 shares of the Company’s common stock at $0.01 per share. The related proceeds were received by Radiant on September 6, 2013, and as such, the aforementioned warrants were deemed to be issued on that date. The warrants have a contractual term of 5 years and vest immediately.

During the six months ended June 30, 2014, the holders exercised 875,000 warrants at exercise price of $0.01.The fair value of remaining 625,000 warrants shares was calculated as $187,274 at the balance sheet date of June 30, 2014.

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Other Issuances

Item 3.

Defaults Upon Senior Securities.

~~None~~The discussion provided under the heading “Note 4 – Notes Payable” with respect to the Company’s default under the First Lien Credit Facility (“Centaurus Facility”), Senior Credit Facility of Amber (“Amber Credit Facility”) and Senior Credit Facility of RLE (“RLE Credit Facility”), as set forth in the Annual Report on Form 10-K, filed on May 7, 2014 and in Part I, Item 1 of this Report, are hereby incorporated by reference in their entirety.

Item 4.

Mine Safety Disclosures

Not Applicable.

Item 5.

Other Information.

None.

Item 6.

Exhibits

(a) Exhibits

Exhibit Number		Description
31.1		Certification of Principal Executive Officer ~~and Principal Financial Officer~~ of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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 Presentation Linkbase Document

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SIGNATURES

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, thereunto duly authorized.

	RADIANT OIL & GAS, INC.
Date: January 22, 2014	By:	/s/ John M. Jurasin
Date: August 14, 2014	By:	/s/ John M. Jurasin
		John M. Jurasin, Chairman of the Board,
		John M. Jurasin, President,
		Chief Executive Officer (Duly Authorized, Principal Executive Officer and Principal Financial Officer)
		Chief Executive Officer (Duly Authorized, Principal Executive Officer)
Date: August 14, 2014		/s/ C. Scott Wilson
		C. Scott Wilson
		Chief Financial Officer (Duly Authorized Principal Financial Officer)

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