Baseline Oil & Gas (BOGA) 8-K/A Other Events

Exhibit 99.1

UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

The following unaudited pro forma combined financial data for the six months ended June 30, 2006 and 2007 and the year ended December 31, 2006 and as of June 30, 2007 have been derived from our historical financial statements as of such dates and for such periods, which are included elsewhere in this offering circular. The pro forma adjustments give effect to the Transactions and the acquisition of the North Texas Properties as if they had occurred on June 30, 2007 in the case of balance sheet data, and as of January 1, 2007 and 2006 in the case of statements of operations data. You should read the following data in conjunction with “Selected Historical Financial and Operating Data of Baseline Oil & Gas Corp.,” “Selected Historical Financial and Operating Data of the DSX Properties,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and each of our and the DSX Properties’ financial statements, including the related notes, included elsewhere in this offering circular.

The unaudited pro forma adjustments are based upon currently available information and certain assumptions that we believe to be reasonable under the circumstances. The unaudited pro forma combined financial information has been prepared for informational purposes only and is not intended to represent the results of operations or financial position that we would have reported had the Transactions been completed as of the date presented, and should not be taken as representative of our future results of operations or financial position.

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UNAUDITED PRO FORMA COMBINED BALANCE SHEET

	As of June 30, 2007
	Baseline Historical			Pro Forma Adjustments			Pro Forma Combined
	(dollars in thousands)
Assets:
Cash and marketable securities	$	156			$11,363	(1)	$	11,520
Cash—restricted		1,131			—			1,131
Accounts receivable, trade		1,175			—			1,175
Prepaid and other current assets		124			—			124
Total current assets		2,586			11,363			13,950
Oil and natural gas properties—using successful efforts method of accounting
Proved properties		27,416			102,938	(2)		130,354
Unproved properties		8,093			—			8,093
Less accumulated depletion, depreciation and amortization		(515	)		—			(515	)
Oil and natural gas properties, net		34,994			102,938			137,932
Deferred loan costs, net of accumulated amortization of $2,142		3,768			13,538	(3)		13,538
					(3,768	)(4)
Other property and equipment, net of accumulated depreciation of $3 at June 30, 2007		38			—			38
Total other assets		3,806			9,770			13,575
Total assets	$	41,386			$124,071		$	165,457
Liabilities and stockholders’ equity:
Accounts payable—trade	$	599		$	—		$	599
Accrued expenses		418			—			418
Royalties payable		508			—			508
Short term notes to related parties		100			(100	)(5)		—
Short term debt and current portion of long-term debt		2,257			(2,257	)(5)		—
Derivative liability—short term		957		—				957
Total current liabilities		4,839			(2,357	)		2,482
Long-term debt		30,218			160,414	(6)		160,414
					(30,218	)(5)
Asset retirement obligations		452			—			452
Derivative liability—long term		834			—			834
Total noncurrent liabilities		31,504			130,196			161,699
Total liabilities		36,343			127,839			164,181
Stockholders’ equity:
Common stock, $0.001 par value per share; 140,000,000 shares authorized; 32,210,238 shares issued and outstanding		32			—			32
Additional paid-in capital		31,629			—			31,629
Accumulated other comprehensive income		(1,692	)		—			(1,692	)
Accumulated deficit		(24,926	)		(3,768	)(4)		(28,694	)
Total stockholders’ equity		5,043			(3,768	)		1,276
Total liabilities and stockholders’ equity	$	41,386			$124,071		$	165,457

⁽¹⁾ Adjustment to record the use of the proceeds from the notes and the Convertible Subordinated Notes for general corporate purposes.

⁽²⁾ Adjustment to record the acquisition of the DSX Properties for $100,000,000 and deal related costs of $2,937,500.

⁽³⁾ Adjustment to record amortized debt issue costs related to the notes and the Convertible Subordinated Notes.

⁽⁴⁾ Adjustment to record the elimination of unamortized debt issue costs for prior financing.

⁽⁵⁾ Adjustment to record the use of the proceeds from the notes and the Convertible Subordinated Notes to repay existing debt.

⁽⁶⁾ Adjustment to record the $165,000,000 aggregate principal amount of notes and the Convertible Subordinated Notes issued in connection with the Transactions.

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UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

	Six Months Ended June 30, 2007
	Baseline Historical			North Texas Properties Historical		Pro Forma Adjustments North Texas Properties			Pro Forma for North Texas Properties			DSX Properties Historical		Pro Forma Adjustments DSX Properties			Pro Forma Combined
									(dollars in thousands)
Oil and gas sales	$	2,820		$	2,539	$	—		$	5,359		$	13,559	$	—		$	18,918
Operating expenses:
Production expenses		1,309			1,173		—			2,483			1,796		—			4,279
General and administrative expenses		852			—		—			852			—		951	(4)		1,803
Depreciation, depletion and amortization		518			—		279	(1)		797			—		7,219	(5)		8,016
Accretion expense		12			—		—			12			—		—			12
Total operating expenses		2,691			1,173		279			4,144			1,796		8,170			14,110
Net income (loss) from operations		128			1,366		(279	)		1,215			11,763		(8,170	)		4,808
Other income (expense):
Other income (expense)		23			—		—			23			—		—			23
Interest income		1			—		—			1			—		—			1
Interest expense		(3,520	)		—		(857	)(2)		(4,481	)		—		(11,131	)(6)		(19,772	)
							(104	)(3)							857	(7)
															(1,354	)(8)
															(3,663	)(9)
Unrealized gain (loss) on derivatives		6			—		—			6			—		—			6
Total other expense, net		(3,490	)		—		(961	)		(4,451	)		—		(15,291	)		(19,742	)
Net loss	$	(3,362	)	$	1,366	$	(1,240	)	$	(3,236	)	$	11,763	$	(23,461	)	$	(14,934	)

⁽¹⁾ To reflect the North Texas Properties depreciation, depletion and amortization for production from January 1, 2007 to March 1, 2007. The depreciation, depletion and amortization was computed by allocating the North Texas Properties adjusted purchase price of $27,055,079 to leasehold cost and amortizing the costs based on the historical production divided by total proved reserves. There were no amounts allocated to unproved properties at the acquisition date. The allocation of the adjusted purchase price to the individual fields was based on their estimated fair value at the time of acquisition based on amounts contained in the reserve report.

⁽²⁾ To record additional interest expense related to the North Texas Properties. Pro forma interest expense assumes the $30,013,224 of borrowing was incurred as if the acquisition of the North Texas Properties had occurred on January 1, 2007.

⁽³⁾ To record additional interest expense related to the North Texas Properties. Pro forma interest expense includes $104,000 of amortization of debt issue costs related to the borrowing incurred to acquire the North Texas Properties.

⁽⁴⁾ To record additional general and administrative expense. Pro forma general and administrative expense includes an additional $951,000 to reflect the level of expense incurred subsequent to the acquisition of the North Texas Properties and adjustments to reflect additional staffing requirements.

⁽⁵⁾ To reflect the DSX Properties depreciation, depletion and amortization for production from January 1, 2007 to June 30, 2007. The depreciation, depletion and amortization was computed by allocating the DSX Properties adjusted purchase price of $102,937,000 to leasehold cost and amortizing the costs based on the historical production divided by total proved reserves. There were no amounts allocated to unproved properties at the acquisition date. The allocation of the adjusted purchase price to the individual properties was based on their estimated fair value at the time of acquisition based on amounts contained in the reserve report.

⁽⁶⁾ To record additional interest expense related to the notes and the Convertible Subordinated Notes. Pro forma interest expense assumes the $165,000,000 aggregate principal amount of borrowing was incurred on January 1, 2007.

⁽⁷⁾ To reverse interest expense related to the North Texas Properties. Pro forma interest expense assumes repayment of the $30,013,224 of borrowing incurred to acquire the North Texas Properties with proceeds from the notes and the Convertible Subordinated Notes on January 1, 2007.

⁽⁸⁾ To record additional interest expense related to the notes and the Convertible Subordinated Notes. Pro forma interest expense includes $1,354,000 of amortization of debt issue costs related to the notes.

⁽⁹⁾ To record additional interest expense related to the North Texas Properties. Pro forma interest expense includes $3,663,000 to fully amortize debt issue costs related to the borrowing incurred to acquire the North Texas Properties concurrently with the assumed repayment of such debt on January 1, 2007.

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UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

	Six Months Ended June 30, 2006
	Baseline Historical			North Texas Properties Historical		Pro Forma Adjustments North Texas Properties			Pro Forma for North Texas Properties			DSX Properties Historical		Pro Forma Adjustments DSX Properties			Pro Forma Combined
	(dollars in thousands)
Oil and gas sales	$	—		$	6,379	$	—		$	6,379		$	9,815	$	—		$	16,194
Operating expenses:
Production expenses		—			2,982		—			2,982			1,032		—			4,014
General and administrative expenses		1,265			—		—			1,265			—		1,515	(4)		2,780
Depreciation, depletion and amortization		—			—		723	(1)		723			—		3,573	(5)		4,296
Total operating expenses		1,265			2,982		723			4,969			1,032		5,088			11,090
Net income (loss) from operations		(1,265	)		3,398		(723	)		1,410			8,783		(5,088	)		5,105
Other income (expense):
Other income (expense)		—			—		—			—			—		—			—
Interest income		59			—		—			59			—		—			59
Interest expense		(764	)		—		(1,543	)(2)		(2,547	)		—		(11,131	)(6)		(17,136	)
							(240	)(3)							1,543	(7)
															(1,354	)(8)
															(3,647	)(9)
Unrealized gain (loss) on derivatives		334			—		—			334			—		—			334
Total other expense, net		(371	)		—		(1,783	)		(2,154	)		—		(14,589	)		(16,743	)
Net loss	$	(1,636	)	$	3,398	$	(2,506	)	$	(744	)	$	8,783	$	(19,677	)	$	(11,638	)

⁽¹⁾ To reflect the North Texas Properties depreciation, depletion and amortization for production from January 1, 2006 to June 30, 2006. The depreciation, depletion and amortization was computed by allocating the North Texas Properties adjusted purchase price of $27,055,079 to leasehold cost and amortizing the costs based on the historical production divided by total proved reserves. There were no amounts allocated to unproved properties at the acquisition date. The allocation of the adjusted purchase price to the individual fields was based on their estimated fair value at the time of acquisition based on amounts contained in the reserve report.

⁽²⁾ To record additional interest expense related to the North Texas Properties. Pro forma interest expense assumes the $30,013,224 of borrowing was incurred as if the acquisition of the North Texas Properties had occurred on January 1, 2006.

⁽³⁾ To record additional interest expense related to the North Texas Properties. Pro forma interest expense includes $240,000 of amortization of debt issue costs related to the borrowing incurred to acquire the North Texas Properties.

⁽⁴⁾ To record additional general and administrative expense. Pro forma general and administrative expense includes an additional $1,515,000 to reflect the level of expense incurred subsequent to the acquisition of the North Texas Properties and adjustments to reflect additional staffing requirements.

⁽⁵⁾ To reflect the DSX Properties depreciation, depletion and amortization for production from January 1, 2006 to June 30, 2006. The depreciation, depletion and amortization was computed by allocating the DSX Properties adjusted purchase price of $102,937,000 to leasehold cost and amortizing the costs based on the historical production divided by total proved reserves. There were no amounts allocated to unproved properties at the acquisition date. The allocation of the adjusted purchase price to the individual properties was based on their estimated fair value at the time of acquisition based on amounts contained in the reserve report.

⁽⁶⁾ To record additional interest expense related to the notes and the Convertible Subordinated Notes. Pro forma interest expense assumes the $165,000,000 aggregate principal amount of borrowing was incurred on January 1, 2006.

⁽⁷⁾ To reverse interest expense related to the North Texas Properties. Pro forma interest expense assumes repayment of the $30,013,224 of borrowing incurred to acquire the North Texas Properties with proceeds from the notes and the Convertible Subordinated Notes on January 1, 2006.

⁽⁸⁾ To record additional interest expense related to the notes and the Convertible Subordinated Notes. Pro forma interest expense includes $1,354,000 of amortization of debt issue costs related to the notes.

⁽⁹⁾ To record additional interest expense related to the North Texas Properties. Pro forma interest expense includes $3,647,000 to fully amortize debt issue costs related to the borrowing incurred to acquire the North Texas Properties concurrently with the assumed repayment of such debt on January 1, 2006.

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UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

	Fiscal Year Ended December 31, 2006
	Baseline Historical			North Texas Properties Historical		Pro Forma Adjustments North Texas Properties			Pro Forma for North Texas Properties			DSX Properties Historical		Pro Forma Adjustments DSX Properties			Pro Forma Combined
	(dollars in thousands)
Oil and gas sales	$	—		$	12,522	$	—		$	12,522		$	17,086	$	—		$	29,608
Operating expenses:
Production expenses		—			6,447		—			6,447			2,162		—			8,609
General and administrative expenses		2,386			—		—			2,386			—		3,030	(4)		5,416
Depreciation, depletion and amortization		—			—		1,436	(1)		1,436			—		6,920	(5)		8,356
Total operating expenses		2,386			6,447		1,436			10,269			2,162		9,950			22,381
Net income (loss) from operations		(2,386	)		6,075		(1,436	)		2,253			14,924		(9,950	)		7,227
Other income (expense):
Other income (expense)		(213	)							(213	)							(213	)
Interest income		117			—		—			117			—		—			117
Interest expense		(1,692	)		—		(3,085	)(2)		(5,258	)		—		(22,263	)(6)		(30,549	)
							(481	)(3)							3,084	(7)
															(2,708	)(8)
															(3,406	)(9)
Unrealized gain (loss) on derivatives		401			—		—			401			—		—			401
Total other expense, net		(1,387	)		—		(3,566	)		(4,952	)		—		(25,292	)		(30,244	)
Net loss	$	(3,773	)	$	6,075	$	(5,000	)	$	(2,699	)	$	14,924	$	(35,242	)	$	(23,017	)

⁽¹⁾ To reflect the North Texas Properties depreciation, depletion and amortization for production from January 1, 2006 to December 31, 2006. The depreciation, depletion and amortization was computed by allocating the North Texas Properties adjusted purchase price of $27,055,079 to leasehold cost and amortizing the costs based on the historical production divided by total proved reserves. There were no amounts allocated to unproved properties at the acquisition date. The allocation of the adjusted purchase price to the individual fields was based on their estimated fair value at the time of acquisition based on amounts contained in the reserve report.

⁽²⁾ To record additional interest expense related to the North Texas Properties. Pro forma interest expense assumes the $30,013,224 of borrowing was incurred as if the acquisition of the North Texas Properties had occurred on January 1, 2006.

⁽³⁾ To record additional interest expense related to the North Texas Properties. Pro forma interest expense includes $481,000 of amortization of debt issue costs related to the borrowing incurred to acquire the North Texas Properties.

⁽⁴⁾ To record additional general and administrative expense. Pro forma general and administrative expense includes an additional $3,030,000 to reflect the level of expense incurred subsequent to the acquisition of the North Texas Properties and adjustments to reflect additional staffing requirements.

⁽⁵⁾ To reflect the DSX Properties depreciation, depletion and amortization for production from January 1, 2006 to December 31, 2006. The depreciation, depletion and amortization was computed by allocating the DSX Properties adjusted purchase price of $102,937,000 to leasehold cost and amortizing the costs based on the historical production divided by total proved reserves. There were no amounts allocated to unproved properties at the acquisition date. The allocation of the adjusted purchase price to the individual properties was based on their estimated fair value at the time of acquisition based on amounts contained in the reserve report.

⁽⁶⁾ To record additional interest expense related to the notes and the Convertible Subordinated Notes. Pro forma interest expense assumes the $165,000,000 aggregate principal amount of borrowing was incurred on January 1, 2006.

⁽⁷⁾ To reverse interest expense related to the North Texas Properties. Pro forma interest expense assumes repayment of the $30,013,224 of borrowing incurred to acquire the North Texas Properties with proceeds from the notes and the Convertible Subordinated Notes on January 1, 2006.

⁽⁸⁾ To record additional interest expense related to the notes and the Convertible Subordinated Notes. Pro forma interest expense includes $2,708,000 of amortization of debt issue costs related to the notes.

⁽⁹⁾ To record additional interest expense related to the North Texas Properties. Pro forma interest expense includes $3,406,000 to fully amortize debt issue costs related to the borrowing incurred to acquire the North Texas Properties concurrently with the assumed repayment of such debt on January 1, 2006.

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