UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.   20549





FORM
10-Q





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





For
the quarterly period ended March 31, 2009





oTRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934


For the transition period from _____
to _____





BONANZA OIL AND GAS,
INC.


(Exact
Name of Registrant as Specified in Its Charter)





Nevada
                000-52411
                76-0720654(State
      or Other Jurisdiction
                  of
      Incorporation or
                  Organization)
                (Commission
      File No.)
                (I.R.S.
      Employer
                  Identification
      No.)





3417
      Mercer
                Suite
      D
                Houston,
      TX   77027
                (Address
      of Principal Executive Offices)
              
              (713) 333-5808
                (Registrant’s
      telephone number)





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 x      No
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 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 (Check one)




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




Indicate
by check mark whether the registrant is a shell company (as defined in section
12b-2 of the Exchange Act) Yes o   No
x





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date.





Common Stock, par value $0.001
                  (Class)
                
                36,676,017
                  (Outstanding
      at June 10, 2009)


1


BONANZA
OIL & GAS, INC.


TABLE
OF CONTENTS





PART
      IITEM
      1.
                        FINANCIAL
      STATEMENTS
                        3ITEM
      2.
                        MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIALCONDITION
      AND RESULTS OF OPERATIONS
                        14ITEM
      3.
                        QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUTMARKET
      RISK
                        20ITEM
      4.
                        CONTROLS
      AND PROCEDURES
                        20ITEM
      4T.
                        CONTROLS
      AND PROCEDURES
                        20PART
      IIITEM
      1.
                        LEGAL
      PROCEEDINGS
                        20ITEM
      1A.
                        RISK
      FACTORS
                        21ITEM
      2.
                        UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
                        21ITEM
      3.
                        DEFAULTS
      UPON SENIOR SECURITIES
                        21ITEM
      4.
                        SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                        21ITEM
      5.
                        OTHER
      INFORMATION
                        22ITEM
      6.
                        EXHIBITS
                        22SIGNATURES
                        24










2






PART I. FINANCIAL INFORMATION




Item 1. Financial
Statements


BONANZA
OIL AND GAS, INC. AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS


March
      31,
                                      
                                      
                                      December
      31,2009
                                      
                                      
                                      2008(Unaudited)
                                      
                                      
                                      (Audited)ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
                                      
                                      $
                                      6,158
                                      
                                      
                                      $
                                      3,881Accounts
      receivable
                                      
                                      
                                      1,614
                                      
                                      
                                      
                                      5,068Drilling
      advances
                                      
                                      
                                      -
                                      
                                      
                                      
                                      395,350Other
                                      
                                      
                                      191,084
                                      
                                      
                                      
                                      152,900198,856
                                      
                                      
                                      
                                      557,199PROPERTY
      AND EQUIPMENT:Oil
      and gas, on the basis of full cost accounting:Proved
      properties
                                      
                                      
                                      5,047,993
                                      
                                      
                                      
                                      4,941,803Unproved
      properties and properties under development
                                      
                                      
                                      8,048,774
                                      
                                      
                                      
                                      7,599,369Other
                                      
                                      
                                      11,679
                                      
                                      
                                      
                                      11,67913,108,446
                                      
                                      
                                      
                                      12,552,851Less:
      Accumulated depreciation, depletion and amortization
                                      
                                      
                                      (4,357,754
                                      )
                                      
                                      
                                      (4,325,679
                                      )8,750,692
                                      
                                      
                                      
                                      8,227,172$
                                      8,949,548
                                      
                                      
                                      $
                                      8,784,371LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIES:Accounts
      payable
                                      
                                      $
                                      261,720
                                      
                                      
                                      $
                                      138,389Accrued
      operating expenses
                                      
                                      
                                      142,989
                                      
                                      
                                      
                                      52,224Accrued
      exploration and development expenditures
                                      
                                      
                                      1,620,671
                                      
                                      
                                      
                                      1,558,408Notes
      payable, net of $80,147 and $250,296 ofunamortized
      discount, respectively
                                      
                                      
                                      2,458,104
                                      
                                      
                                      
                                      2,099,7044,483,484
                                      
                                      
                                      
                                      3,848,725COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITY:Common
      stock, $0.001 par value, 60,000,000 shares authorized;36,676,017
      and 36,100,317 issued and outstanding, respectively
                                      
                                      
                                      36,676
                                      
                                      
                                      
                                      36,100Preferred
      stock - Series A, $0.001 par value, 5,000,000 shares
      authorized;0
      shares issued and outstanding, respectively
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Preferred
      stock - Series B, $0.001 par value, 5,000,000 shares
      authorized;0
      shares issued and outstanding, respectively
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Preferred
      stock - Series C, $0.001 par value, 5,000,000 shares
      authorized;0
      shares issued and outstanding, respectively
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Additional
      paid-in capital
                                      
                                      
                                      12,084,448
                                      
                                      
                                      
                                      11,962,198Accumulated
      deficit
                                      
                                      
                                      (7,655,060
                                      )
                                      
                                      
                                      (7,062,652
                                      )4,466,064
                                      
                                      
                                      
                                      4,935,646$
                                      8,949,548
                                      
                                      
                                      $
                                      8,784,371






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






3




BONANZA
OIL AND GAS, INC. AND SUBSIDIARIES


STATEMENTS
OF CONSOLIDATED OPERATIONS
 (Unaudited)


For
      the Three
                          
                          
                          For
      the ThreeMonths
      Ended
                          
                          
                          Months
      EndedMarch
      31, 2009
                          
                          
                          March
      31, 2008REVENUES:Crude
      oil sales
                          
                          $
                          59,477
                          
                          
                          $
                          19,39459,477
                          
                          
                          
                          19,394OPERATING
      EXPENSES:Depreciation,
      depletion and amortization
                          
                          
                          32,075
                          
                          
                          
                          3,383Lease
      operating expenses
                          
                          
                          33,344
                          
                          
                          
                          4,667Severance
      and other taxes
                          
                          
                          2,628
                          
                          
                          
                          815General
      and administrative
                          
                          
                          323,405
                          
                          
                          
                          237,624Financing
      costs, net
                          
                          
                          260,433
                          
                          
                          
                          52,092651,885
                          
                          
                          
                          298,581OPERATING
      LOSS
                          
                          
                          (592,408
                          )
                          
                          
                          (279,187
                          )Provision
      for income taxes
                          
                          
                          -
                          
                          
                          
                          -NET
      LOSS
                          
                          $
                          (592,408
                          )
                          
                          $
                          (279,187
                          )BASIC
      AND DILUTED LOSSPER
      COMMON SHARE
                          
                          $
                          (0.02
                          )
                          
                          $
                          (0.01
                          )Weighted
      average number of common sharesoutstanding
      - basic and fully diluted
                          
                          
                          36,452,798
                          
                          
                          
                          25,755,148






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










4






BONANZA
OIL AND GAS, INC. AND SUBSIDIARIES


STATEMENTS
OF CONSOLIDATED STOCKHOLDERS' EQUITY
 (Unaudited)


TotalCommon
      Stock
                                        
                                        
                                        Paid-In
                                        
                                        
                                        Accumulated
                                        
                                        
                                        Stockholders'Shares
                                        
                                        
                                        Amount
                                        
                                        
                                        Capital
                                        
                                        
                                        Deficit
                                        
                                        
                                        EquityBALANCE
      AT DECEMBER 31, 2007
                                        
                                        
                                        25,649,654
                                        
                                        
                                        $
                                        25,650
                                        
                                        
                                        $
                                        2,760,950
                                        
                                        
                                        $
                                        (197,245
                                        )
                                        
                                        $
                                        2,589,355Common
      shares issued with theJanuary
      2008 Notes
                                        
                                        
                                        160,000
                                        
                                        
                                        
                                        160
                                        
                                        
                                        
                                        119,840
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        120,000Common
      shares issued forconsulting
      services - April 9, 2008
                                        
                                        
                                        75,000
                                        
                                        
                                        
                                        75
                                        
                                        
                                        
                                        52,425
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        52,500Common
      shares issued forconsulting
      services - May 7, 2008
                                        
                                        
                                        600,000
                                        
                                        
                                        
                                        600
                                        
                                        
                                        
                                        155,400
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        156,000Common
      shares issued forconsulting
      services - May 15, 2008
                                        
                                        
                                        800,000
                                        
                                        
                                        
                                        800
                                        
                                        
                                        
                                        359,200
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        360,000Common
      shares issued with theMay
      2008 Convertible Note
                                        
                                        
                                        375,000
                                        
                                        
                                        
                                        375
                                        
                                        
                                        
                                        99,087
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        99,462Fair
      value of beneficial conversion featureof
      the May 2008 Convertible Note
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        305,576
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        305,576Fair
      value of warrants to acquire common sharesissued
      with the May 2008 Convertible Note
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        278,844
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        278,844Fair
      value of warrants to acquire common sharesissued
      with the August 2008 Notes
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        569,606
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        569,606Fair
      value of warrants to acquire common sharesissued
      with the October 2008 Note
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        29,180
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        29,180Common
      shares issued in the acquisition ofBlack
      Pearl Energy, Inc.
                                        
                                        
                                        7,024,665
                                        
                                        
                                        
                                        7,024
                                        
                                        
                                        
                                        8,211,834
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        8,218,858Common
      shares retired in the acquisition ofBlack
      Pearl Energy, Inc.
                                        
                                        
                                        (2,709,000
                                        )
                                        
                                        
                                        (2,709
                                        )
                                        
                                        
                                        (3,164,113
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (3,166,822
                                        )Equity
      offerings, net
                                        
                                        
                                        4,124,998
                                        
                                        
                                        
                                        4,125
                                        
                                        
                                        
                                        2,184,368
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2,188,493Net
      loss
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (6,865,407
                                        )
                                        
                                        
                                        (6,865,407
                                        )BALANCE
      AT DECEMBER 31, 2008
                                        
                                        
                                        36,100,317
                                        
                                        
                                        $
                                        36,100
                                        
                                        
                                        $
                                        11,962,198
                                        
                                        
                                        $
                                        (7,062,652
                                        )
                                        
                                        $
                                        4,935,646Common
      shares issued forconsulting
      services - January 21, 2009
                                        
                                        
                                        75,700
                                        
                                        
                                        
                                        76
                                        
                                        
                                        
                                        15,821
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        15,897Fair
      value of warrants to acquire common sharesissued
      with the August 2008 Notes
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        38,118
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        38,118Fair
      value of warrants to acquire common sharesissued
      with the October 2008 Note
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        3,811
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        3,811Stock
      Compensation
                                        
                                        
                                        500,000
                                        
                                        
                                        
                                        500
                                        
                                        
                                        
                                        64,500
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        65,000Net
      loss
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (592,408
                                        )
                                        
                                        
                                        (592,408
                                        )BALANCE
      AT MARCH 31, 2009
                                        
                                        
                                        36,676,017
                                        
                                        
                                        $
                                        36,676
                                        
                                        
                                        $
                                        12,084,448
                                        
                                        
                                        $
                                        (7,655,060
                                        )
                                        
                                        $
                                        4,466,064




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








5


BONANZA
OIL AND GAS, INC. AND SUBSIDIARIES


STATEMENTS
OF CONSOLIDATED CASH FLOWS


(Unaudited)




For
      the Three
                                              
                                              
                                              For
      the ThreeMonths
      Ended
                                              
                                              
                                              Months
      EndedMarch
      31, 2009
                                              
                                              
                                              March
      31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                              
                                              $
                                              (592,408
                                              )
                                              
                                              $
                                              (279,187
                                              )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Depreciation,
      depletion and amortization
                                              
                                              
                                              32,075
                                              
                                              
                                              
                                              3,383Stock-based
      compensation
                                              
                                              
                                              65,000
                                              
                                              
                                              
                                              -Fair
      value of shares issued for consulting services
                                              
                                              
                                              15,897
                                              
                                              
                                              
                                              -Amortization
      of deferred financing costs
                                              
                                              
                                              260,058
                                              
                                              
                                              
                                              25,513Changes
      in operating assets and liabilities:Accounts
      receivable
                                              
                                              
                                              3,454
                                              
                                              
                                              
                                              (8,425
                                              )Other
      current assets
                                              
                                              
                                              (27,750
                                              )
                                              
                                              
                                              -Accounts
      payable and accrued expenses
                                              
                                              
                                              131,644
                                              
                                              
                                              
                                              26,123Net
      cash provided by (used in) operating activities
                                              
                                              
                                              (112,030
                                              )
                                              
                                              
                                              (232,593
                                              )CASH
      FLOWS FROM INVESTING ACTIVITIESOil
      and gas capital expenditures
                                              
                                              
                                              (13,969
                                              )
                                              
                                              
                                              (589,692
                                              )Additions
      to other property and equipment
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (2,432
                                              )Net
      cash provided by (used in) investing activities
                                              
                                              
                                              (13,969
                                              )
                                              
                                              
                                              (592,124
                                              )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of notes payable
                                              
                                              
                                              285,000
                                              
                                              
                                              
                                              800,000Repayment
      of notes payable
                                              
                                              
                                              (132,874
                                              )
                                              
                                              
                                              -Debt
      issue costs
                                              
                                              
                                              (23,850
                                              )
                                              
                                              
                                              -Net
      cash provided by (used in) financing activities
                                              
                                              
                                              128,276
                                              
                                              
                                              
                                              800,000NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                              
                                              
                                              2,277
                                              
                                              
                                              
                                              (24,717
                                              )CASH
      AND CASH EQUIVALENTS AT BEGINNING OF YEAR
                                              
                                              
                                              3,881
                                              
                                              
                                              
                                              154,357CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                                              
                                              $
                                              6,158
                                              
                                              
                                              $
                                              129,640NON-CASH
      INVESTING AND FINANCING ACTIVITIES:Non-cash
      exploration and development activities
                                              
                                              $
                                              62,263
                                              
                                              
                                              $
                                              -






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




6




BONANZA
OIL AND GAS, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2009 (unaudited)







1.  BASIS
OF PRESENTATION





Bonanza
Oil and Gas, Inc. (“Bonanza” or the “Company”) has prepared the accompanying
unaudited consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Item
310(b) of regulation S-K.  These financial statements should be read
together with the financial statements and notes in the Company’s 2008 Form 10-K
filed with the SEC.  Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted.  The accompanying financial statements reflect
all adjustments and disclosures, which, in the Company’s opinion, are necessary
for fair presentation.  All such adjustments are of a normal recurring
nature.  The results of operations for the interim periods are not
necessarily indicative of the results of the entire year.





Going
Concern





The
Company has incurred significant losses and had negative cash flow from
operations since Inception (August 17, 2007), and has an accumulated
deficit of $7,655,060 at March 31, 2009.  Substantial portions of the
losses are attributable to non-cash writedowns of oil and gas properties, with
the balance attributable to primarily personnel costs, legal and professional
fees, and financing costs.  The Company's operating plans require
additional funds that may take the form of debt or equity
financings.  There can be no assurance that any additional funds will
be available.  The Company's ability to continue as a going concern is
in substantial doubt and is dependent upon achieving a profitable level of
operations and obtaining additional financing.





We have
undertaken steps as part of a plan to improve operations with the goal of
sustaining our operations for the next twelve months and beyond. These steps
include (a) raising additional capital and/or obtaining financing, if available,
(b) increasing our current production (c) continuing development drilling on our
proved and undeveloped properties and (d) controlling overhead and
expenses.





There can
be no assurance that we will successfully accomplish these steps and it is
uncertain we will achieve a profitable level of operations and/or obtain
additional financing.  There can be no assurance that any additional
financings will be available to us on satisfactory terms and conditions, if at
all.  In the event we are unable to continue as a going concern, we
may elect or be required to seek protection from our creditors by filing a
voluntary petition in bankruptcy or may be subject to an involuntary petition in
bankruptcy.  To date, management has not considered this alternative,
nor does management view it as a likely occurrence.





Principles of
Consolidation





The
accompanying consolidated financial statements include the accounts of the
Company and its subsidiaries after elimination of intercompany balances and
transactions.  The Company’s interest in oil and gas exploration and
production ventures and partnerships are proportionately
consolidated.





Use
of Estimates





Preparation
of financial statements in conformity with U.S. Generally Accepted Accounting
Principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period.  The Company
bases its estimates on historical experience and various other assumptions that
are believed to be reasonable under the circumstances, the results of which form
the basis for making judgments about carrying values of assets and liabilities
that are not readily apparent from other sources.  The Company
evaluates its estimates and assumptions on a regular basis.  Actual results
may differ from these estimates and assumptions used in preparation of its
financial statements and changes in these estimates are recorded when known.








7






BONANZA
OIL AND GAS, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2009 (unaudited)







2.  NOTES
PAYABLE





The
Company’s notes payable at March 31, 2009 and December 31, 2008, consisted of
the following:





Balance
      as ofMarch
      31,
                                  2009
                                
                                
                                December
      31, 2008December
      2007 Secured Promissory Note
                                
                                $
                                125,000
                                
                                
                                $
                                250,000January
      2008 Secured Promissory Notes
                                
                                
                                800,000
                                
                                
                                
                                800,000May
      2008 Convertible Note
                                
                                
                                750,000
                                
                                
                                
                                750,000August
      2008 Unsecured Promissory Notes
                                
                                
                                500,000
                                
                                
                                
                                500,000October
      2008 Unsecured Promissory Notes
                                
                                
                                50,000
                                
                                
                                
                                50,000February
      2009 Unsecured Promissory Note
                                
                                
                                285,000
                                
                                
                                
                                -Insurance
      Financing
                                
                                
                                28,251
                                
                                
                                
                                -Total
                                
                                
                                2,538,251
                                
                                
                                
                                2,350,000Unamortized
      discount
                                
                                
                                (80,147
                                )
                                
                                
                                (250,296
                                )Balance,
      net of discount
                                
                                $
                                2,458,104
                                
                                
                                $
                                2,099,704





December 2007 Secured Promissory
Note





In
December 2007, the Company entered into a 14% Senior Asset Backed Secured
Promissory Note and Security Agreement, and a Securities Purchase Agreement,
with Phoenix Capital Opportunity Fund, L.P. ("Phoenix") in principal amount of
$250,000 (the "December 2007 Note) and the issuance of 74,999 shares (on a
post-split adjusted basis) of Common Stock of the Company.  The
December 2007 Note matured on December 17, 2008, and interest was payable on a
quarterly basis.  The Company's obligations under the December 2007
Note are secured by the Company’s interest in eight oil and gas wells located in
Gonzales County, Texas.  The shares issued in conjunction with the
December 2007 Note were valued at $22,500, based on the price of the Company’s
Common Stock issued in its then most recent private placement offering, and was
recorded as a discount to the December 2007 Note and additional paid-in
capital.  The Company also incurred $12,500 in issue costs which it
recorded as deferred financing costs as a component of prepaid and other current
expenses.  The discount and deferred financing costs were amortized
using the effective interest rate method over the term of the
indebtedness.  These balances were fully amortized as of December 31,
2008.  Under the terms of the December 2007 Note, the interest rate
increased to an annual rate of 24%, plus all enforcement costs, if in
default.





At
December 31, 2008, the Company was in default with respect to the repayment
obligation upon maturity on December 17, 2008, with respect to the December 2007
Note.  Pursuant to the terms of the December 2007 Note, the interest
rate on all amounts outstanding increased to 24% per annum, effective December
17, 2008.  On February 6, 2009, the Company made a partial
payment of $125,000 toward satisfaction of this obligation.  As of
June 10, 2009, the Company has not remitted the balance of amount due; however
the lender has not, as of June 10, 2009, taken any further action with
respect to the default.  Although the Company is actively seeking
additional financing to remedy this default, and is in constant communication
with the lender, there can be no assurances that the lender will continue to
delay the enforcement of its remedies under the December 2007
Note.  The Company has a total of $20,459 in accrued and unpaid
interest on the December 2007 Note at March 31, 2009.








8






BONANZA
OIL AND GAS, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2009 (unaudited)





January
2008 Secured Promissory Notes





In
January 2008, the Company entered into three 14% Senior Secured Promissory Note
and Security Agreements, and Securities Purchase Agreements, with accredited
investors for an aggregate principal amount of $800,000 (the "January 2008
Notes") and the issuance of 160,000 shares of the Company’s Common
Stock.  The January 2008 Notes matured on January 31, 2009, with
interest payable on a monthly basis.  The Company's obligations under
the January 2008 Notes are secured by the Company’s interest in three prospect
areas located in Borden, Hidalgo and Brazoria counties of Texas.  The
shares issued in conjunction with the January 2008 Notes were valued at
$120,000, based on the market price of the Company’s Common Stock at the time of
issuance, and was recorded as a discount to the January 2008 Notes and
additional paid-in capital.  This discount was amortized using the
effective interest rate method over the term of the
indebtedness.   These balances were fully amortized as of March
31, 2009.  Under the terms of the January 2008 Notes, the interest
rate increased to an annual rate of 24%, plus all enforcement costs, if in
default.  In addition, if the Company does not repay the January 2008
Notes by July 31, 2009, the Company is obligated to issue an additional 150,000
shares of its Common Stock as an additional interest payment.





At June
10, 2009, the Company was in default with respect to the repayment obligation
upon maturity on January 31, 2009, with respect to the January 2008
Notes.  Pursuant to the terms of the January 2008 Notes, the interest
rate on all amounts outstanding increased to 24% per annum, effective January
31, 2009.  In addition, if the January 2008 Notes are not repaid prior
to July 31, 2009, the Company is obligated to issue an additional 150,000 shares
of its Common Stock as an additional interest payment.  As of June 10,
2009, the Company has not cured its default; however the lenders have not yet
taken any further action with respect to the default.  Although the
Company is actively seeking additional financing to remedy this default, and is
in constant communication with the lenders, there can be no assurances that the
lenders will continue to delay the enforcement of their remedies under the
January 2008 Notes. The Company has a total of $56,885 in accrued and unpaid
interest on the January 2008 Notes at March 31, 2009.





May 2008 Convertible Note





In May
2008, the Company entered into a Securities Purchase Agreement with an
accredited investor providing for the sale by the Company of an 8% convertible
note in the principal amount of $750,000 (the "May 2008 Convertible Note") and
the issuance of 375,000 shares of Common Stock of the Company, a Series A Common
Stock Purchase Warrant to purchase 750,000 shares of the Company’s Common Stock
(the “Series A May Warrant”) and a Series B Common Stock Purchase Warrant to
purchase 750,000 shares of the Company’s Common Stock (the “Series B May
Warrant”).   The May 2008 Convertible Note matured on May 14, 2009,
and interest is payable on a quarterly basis.  The May 2008
Convertible Note is unsecured, however, in the event that the Company grants a
secured interest in its assets in connection with any future financing, then the
holder of the May 2008 Convertible Note will be entitled to a pari passu
interest in such secured interest.  The May 2008 Convertible Note is
convertible into the Company’s Common Stock, at a conversion price of $0.3742
per common share, as adjusted, and is subject to normal and customary
anti-dilution provisions.  The Company may require that the holder of
the May 2008 Convertible Note convert all or a portion of the May 2008
Convertible Note in the event that the Company’s closing market price for any 10
consecutive trading days exceeds 300% of the then conversion
price.  However, in no event can the holder of the May 2008
Convertible Note convert the May 2008 Convertible Note into such shares which
would provide for the holder to own more than 4.9% of the then outstanding
shares of the Company’s Common Stock, including the shares for which the holder
is entitled upon exercise of the Series A May Warrant and Series B May
Warrant.






9






BONANZA
OIL AND GAS, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2009 (unaudited)





The
Series A May Warrant and Series B May Warrant are exercisable for a period of
two years at an exercise price of $0.75 and $1.00 per share,
respectively.  In the event that the Company issues securities at a
per share price less than the conversion price, then the exercise price
associated with the Series A May Warrant and Series B May Warrant and the
conversion price for the May 2008 Convertible Note shall be adjusted to equal
such price.  However, no adjustment will be made for issuances
relating to shares of the Company’s Common Stock or options to employees,
officers, consultants or directors of the Company, securities outstanding as of
the date of the closing, securities issued in connection with acquisitions or
strategic transactions or securities issued as equity enhancements in connection
with standard non-convertible debt transactions





Pursuant
to EITF 98-5, "Accounting for Convertible Securities with Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios" and EITF 00-27,
“Application of Issue No. 98-5 in Certain Convertible Instruments,” based on
relative fair values of the warrant and the debt, the proceeds from the debt
were allocated to the common shares issued, the warrants issued and the debt on
a relative fair value basis.





The
Company calculated the value of the beneficial conversion feature as $305,576,
and recorded such value as a discount to the May 2008 Convertible Note and to
additional paid-in capital.  Using the Black Scholes pricing model,
with volatility of 140.69%, a risk-free interest rate of 3.88% and a 0% dividend
yield, the Series A May Warrant and Series B May Warrant were determined to have
a fair value of $236,114, with such value also recorded as a  discount
to the May 2008 Convertible Note and to additional paid-in
capital.  The value of the 375,000 common shares was determined to be
$99,462, based on the market price of the Company’s Common Stock at the time of
issuance, and was also recorded as a discount to the May 2008 Convertible Note
and as Common Stock and additional paid-in capital.  The aggregate
discount of $641,152 attributable to the shares, the warrants and the beneficial
conversion feature is being amortized using the effective interest rate method
over the term of the indebtedness and as of March 31, 2009, had an unamortized
balance of $80,147.  The Company also incurred issue costs of $90,000
associated with the May 2008 Convertible Note which it has recorded as deferred
financing costs as a component of prepaid and other current
expenses.  The Company also issued 75,000 Series A May Warrants and
75,000 Series B May Warrants, valued at $42,730, to its investment banking firm
as additional compensation.  The deferred financing costs are being
amortized using the effective interest rate method over the term of the
indebtedness.  At March 31, 2009, the Company had unamortized deferred
financing costs of $18,464.





As of
June 10, 2009, the Company had not made the quarterly interest payment due on
March 31, 2009, with respect to the May 2008 Convertible
Note.  Pursuant to the terms of the May 2008 Convertible Note, the
interest rate on the past due quarterly interest payment increased to 15% per
annum, effective March 31, 2009.  The Company has 90 days to make the
scheduled quarterly interest payment before an Event of Default should
occur.  Although the Company is actively seeking additional financing
to remedy this default, and is in constant communication with the lender, there
can be no assurances that the Company will make the scheduled quarterly interest
payment within 90 days of March 31, 2009, and if not, that the lender will
delay the enforcement of its remedies under the May 2008 Convertible
Note.  The Company has a total of $13,233 in accrued and unpaid
interest on the May 2008 Convertible Note at March 31, 2009.





August 2008 Unsecured Promissory
Note





In August
2008, the Company entered into four 12% Unsecured Promissory Notes, and
Securities Purchase Agreements, with accredited investors for an aggregate
principal amount of $500,000 (the "August 2008 Notes") and the issuance of
250,000 shares of the Company’s Common Stock.  The August 2008 Notes
matured on September 28, 2008.  In the event that the August 2008
Notes were not repaid by September 28, 2008, the Company became required to
issue 125,000 shares of the Company’s Common Stock every thirty days that any
amounts remain outstanding under the August 2008 Notes (the “Additional
Shares”).  An entity controlled by the Company’s Chief Financial
Officer purchased $50,000 of the August 2008 Notes.








10






BONANZA
OIL AND GAS, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2009 (unaudited)


In
October 2008, and prior to the issuance of the either the 250,000 shares of the
Company’s Common Stock or the Additional Shares, the Company and the holders of
the August 2008 Notes elected to amend the terms of the August 2008
Notes.  In connection therewith, in exchange for the holders of the
August 2008 Notes election to forego their right to receive the 250,000 shares
of the Company’s Common Stock and the Additional Shares, the Company agreed to
issue the holders of the August 2008 Notes common stock purchase warrants to
purchase an aggregate of 500,000 common shares of the Company’s Common Stock
(the “August 2008 Warrants”).  The August 2008 Warrants are
exercisable for a period of three years at a price of $1.00 per
share.  As the August 2008 Notes were not repaid by September 28,
2008,the Company is required to issue the holders of the August 2008 Notes an
aggregate of 125,000 warrants to purchase shares of the Company’s Common Stock
every thirty days that any amounts remain outstanding under the August 2008
Notes (the “Additional Warrants”).  The Additional Warrants shall be
exercisable for a period of three years at a price equal to the greater of $1.00
or the market price as of the date of the issuance.  As of March 31,
2009, a total of 875,000 Additional Warrants have been issued.





Using the
Black Scholes pricing model, with volatility ranging from 146.59% to 181.19%, a
risk-free interest rate ranging from 1.25% to 4.50% and a 0% dividend yield, the
1,000,000 August 2008 Warrants and the Additional Warrants issued during 2008
were determined to have an aggregate fair value of $569,606, with such value
recorded as a discount to the August 2008 Notes and to additional paid-in
capital.  This discount was amortized using the effective interest
rate method over the term of the indebtedness and as of December 31, 2008, was
fully amortized.  Using the Black Scholes pricing model, with
volatility ranging from 187.24% to 223.5%, a risk-free interest rate of 1.25%
and a 0% dividend yield, the 375,000 Additional Warrants issued during 2009 were
determined to have an aggregate fair value of $38,118, with such value recorded
as additional interest expense and to additional paid-in capital.





As of
June 10, 2009, the Company had not repaid any of the amounts due under the
August 2008 Notes.  As noted above, pursuant to the terms of the
August 2008 Notes, the Company is required to issue to the holders of the August
2008 Notes, a total of 125,000 warrants to purchase shares of the Company’s
Common Stock every 30 days that amounts remain outstanding under the August 2008
Notes. The Company has a total of $35,178 in accrued and unpaid interest on the
August 2008 Notes at March 31, 2009.





October
2008 Unsecured Promissory Note





On
October 17, 2008, the Company entered into a 12% Unsecured Promissory Note, and
Securities Purchase Agreement, with an accredited investor for an aggregate
principal amount of $50,000 (the "October 2008 Note") and the issuance of common
stock purchase warrants to purchase an aggregate of 50,000 common shares of the
Company’s Common Stock (the “October 2008 Warrants”).  The October
2008 Warrants are exercisable for a period of three years at a price of $1.00
per share.  The October 2008 Notes matured on November 17,
2008.  In the event that the October 2008 Notes were not repaid by
November 17, 2008, the Company became required to issue 12,500 warrants to
purchase shares of the Company’s Common Stock every thirty days that any amounts
remain outstanding under the October 2008 Notes (the “Additional October
Warrants”).  The Additional October Warrants shall be exercisable for
a period of three years at a price equal to the greater of $1.00 or the market
price as of the date of the issuance.  As of March 31, 2009, a total
of 62,500 Additional October Warrants have been issued.






11






BONANZA
OIL AND GAS, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2009 (unaudited)


Using the
Black Scholes pricing model, with volatility ranging from 150.67% to 176.24%, a
risk-free interest rate ranging of 1.25% and a 0% dividend yield, the 75,000
October 2008 Warrants and the Additional October Warrants were determined to
have an aggregate fair value of $29,180, with such value recorded as a discount
to the October 2008 Note and to additional paid-in capital.  This
discount was amortized using the effective interest rate method over the term of
the indebtedness and as of December 31, 2008, was fully
amortized.  Using the Black Scholes pricing model, with volatility
ranging from 187.24% to 223.5%, a risk-free interest rate of 1.25% and a 0%
dividend yield, the 37,500 Additional October Warrants issued during 2009 were
determined to have an aggregate fair value of $3,811, with such value recorded
as additional interest expense and to additional paid-in capital.





As of
June 10, 2009, the Company had not repaid any of the amounts due under the
October 2008 Notes.  As noted above, pursuant to the terms of the
October 2008 Notes, the Company is required to issue to the holders of the
October 2008 Notes, a total of 12,500 warrants to purchase shares of the
Company’s Common Stock every 30 days that amounts remain outstanding under the
October 2008 Notes. The Company has a total of $2,712 in accrued and unpaid
interest on the October 2008 Note at March 31, 2009.





February
2009 Unsecured Promissory Note





On
February 2, 2009, the Company issued an unsecured promissory note with an
accredited investor providing for a loan of $285,000 (the “February 2009
Note”).  The February 2009 Note is due on May 3, 2009, and bears
interest at 14% per annum.  The Company incurred issue costs of
$23,850 associated with the February 2009 Note which it recorded as deferred
financing costs as a component of prepaid and other current
expenses.  The deferred financing cost was amortized using the
effective interest rate method over the term of the indebtedness.  At
March 31, 2009, the Company had unamortized deferred financing costs of
$8,745.  The net proceeds were used to reduce the principal amount due
on the December 2007 Note ($125,000) and for general corporate purposes. The
Company has a total of $6,207 in accrued and unpaid interest on the February
2009 Note at March 31, 2009.





3.  EQUITY
TRANSACTIONS





In
January 2009, the Company issued 75,700 of its common shares to a consultant for
prospect evaluation.  The value of these shares was determined to be
$15,897, based on the market price of the Company’s Common Stock at the time of
issuance, and was recorded as general and administrative expense, common stock
and additional paid-in capital.





On
February 6, 2009, the Company issued 500,000 restricted shares of Common Stock
to its Chief Financial Officer pursuant to the terms of an Executive Employment
Agreement entered into as of February 6, 2009, between the Company and its Chief
Financial Officer.  The value of the 500,000 common shares was
determined to be $65,000, based on the market price of the Company’s Common
Stock at the time of issuance, and was recorded as stock compensation expense,
common stock and additional paid-in capital.









12






BONANZA
OIL AND GAS, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2009 (unaudited)


As of
March 31, 2009, the Company had the following dilutive securities
outstanding:




Number
                            
                            
                            Exercise
                            
                            
                            ExpirationCommon
      Shares issuable:
                            
                            of
      Shares
                            
                            
                            Price
                            
                            
                            DateIn
      connection with the May 2008 Convertible Note:Upon
      conversion of May 2008 Convertible Note
                            
                            
                            2,004,276
                            
                            
                            
                            -
                            
                            
                            
                            -Upon
      exercise of the Series A May Warrants
                            
                            
                            825,000
                            
                            
                            $
                            0.75
                            
                            
                            May
      14, 2010Upon
      exercise of the Series B May Warrants
                            
                            
                            825,000
                            
                            
                            $
                            1.00
                            
                            
                            May
      14, 2010In
      connection with the June 2008 Unit Offering:Upon
      exercise of the Series A June Warrants
                            
                            
                            2,268,749
                            
                            
                            $
                            1.00
                            
                            
                            June
      30, 2010Upon
      exercise of the Series B June Warrants
                            
                            
                            2,268,749
                            
                            
                            $
                            1.00
                            
                            
                            June
      30, 2010In
      connection with the August 2008 Notes:Upon
      exercise of the August 2008 Warrants
                            
                            
                            500,000
                            
                            
                            $
                            1.00
                            
                            
                            August
      28, 2011Upon
      exercise of the Penalty Warrants (9/08)
                            
                            
                            125,000
                            
                            
                            $
                            1.00
                            
                            
                            September
      30, 2011Upon
      exercise of the Penalty Warrants (10/08)
                            
                            
                            125,000
                            
                            
                            $
                            1.00
                            
                            
                            October
      31, 2011Upon
      exercise of the Penalty Warrants (11/08)
                            
                            
                            125,000
                            
                            
                            $
                            1.00
                            
                            
                            November
      30, 2011Upon
      exercise of the Penalty Warrants (12/08)
                            
                            
                            125,000
                            
                            
                            $
                            1.00
                            
                            
                            December
      31, 2011Upon
      exercise of the Penalty Warrants (1/09)
                            
                            
                            125,000
                            
                            
                            $
                            1.00
                            
                            
                            January
      31, 2012Upon
      exercise of the Penalty Warrants (2/09)
                            
                            
                            125,000
                            
                            
                            $
                            1.00
                            
                            
                            February
      28, 2012Upon
      exercise of the Penalty Warrants (3/09)
                            
                            
                            125,000
                            
                            
                            $
                            1.00
                            
                            
                            March
      31, 2012In
      connection with the October 2008 Notes:Upon
      exercise of the October 2008 Warrants
                            
                            
                            50,000
                            
                            
                            $
                            1.00
                            
                            
                            October
      17, 2011Upon
      exercise of the Penalty Warrants (11/08)
                            
                            
                            12,500
                            
                            
                            $
                            1.00
                            
                            
                            November
      17, 2011Upon
      exercise of the Penalty Warrants (12/08)
                            
                            
                            12,500
                            
                            
                            $
                            1.00
                            
                            
                            December
      17, 2011Upon
      exercise of the Penalty Warrants (1/09)
                            
                            
                            12,500
                            
                            
                            $
                            1.00
                            
                            
                            January
      17, 2012Upon
      exercise of the Penalty Warrants (2/09)
                            
                            
                            12,500
                            
                            
                            $
                            1.00
                            
                            
                            February
      17, 2012Upon
      exercise of the Penalty Warrants (3/09)
                            
                            
                            12,500
                            
                            
                            $
                            1.00
                            
                            
                            March
      17, 2012Total
      dilutive securities at March 31,2009
                            
                            
                            9,679,274







The
Company’s basic earnings per share (EPS) amounts have been computed based on the
weighted-average number of shares of Common Stock outstanding for the
period.  Diluted EPS reflects the potential dilution, using the
treasury stock method, which could occur if the above dilutive securities were
exercised.  As the Company realized a net loss for both the quarters
ended March 31, 2009, and March 31, 2008, no potentially dilutive securities
were included in the calculation of diluted earnings per share as their impact
would have been anti-dilutive.





4.  SUBSEQUENT
EVENT





On May
26, 2009, the Company issued an unsecured promissory note with an accredited
investor providing for a loan of $340,000.  The promissory note is due
on August 24, 2009, and bears interest at 16% per annum.  The Company
incurred $17,000 of issue costs associated with the note.  The net
proceeds were used to repay the principal and accrued interest due on the
February 2009 Note, the due date of which had been extended until July 24, 2009,
and for general corporate purposes.










13







Item
2.                                Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.







The
following information should be read in conjunction with the Company’s
consolidated unaudited financial statements and the notes thereto contained
elsewhere in this report.  The Private Securities Litigation Reform
Act of 1995 provides a "safe harbor" for forward-looking
statements.  Information in this Item 2, "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and elsewhere in
this Form 10-Q that does not consist of historical facts, are "forward-looking
statements."  Statements accompanied or qualified by, or containing
words such as "may," "will," "should," "believes," "expects," "intends,"
"plans," "projects," "estimates," "predicts," "potential," "outlook,"
"forecast," "anticipates," "presume," and "assume" constitute forward-looking
statements, and as such, are not a guarantee of future
performance.  The statements involve factors, risks and uncertainties
including those discussed in the “Risk Factors” section found in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2008, filed with the
Securities and Exchange Commission on April 15, 2009, the impact or occurrence
of which can cause actual results to differ materially from the expected results
described in such statements.  Risks and uncertainties can include,
among others, fluctuations in general business cycles and changing economic
conditions; changing product demand and industry capacity; increased competition
and pricing pressures; advances in technology that can reduce the demand for the
Company's products, as well as other factors, many or all of which may be beyond
the Company's control.  Consequently, investors should not place undue
reliance on forward-looking statements as predictive of future
results.  The Company disclaims any obligation to update the
forward-looking statements in this report.





Overview





Bonanza
Oil & Gas, Inc. is an independent energy company engaged primarily in the
acquisition, development, production and the sale of crude oil, natural gas and
natural gas liquids.  The Company's production activities are located
in the United States of America.  The principal executive offices of
the Company are located at 3417 Mercer, Suite D, Houston, TX 77027.





The
Company has incurred significant losses and had negative cash flow from
operations since inception on August 17, 2007, and has an accumulated
deficit of $7,655,060 at March 31, 2009.  Substantial portions of the
losses are attributable to non-cash writedowns of oil and gas properties, with
the balance attributable to primarily personnel costs, legal and professional
fees, and financing costs.  The Company's operating plans require
additional funds that may take the form of debt or equity
financings.  There can be no assurance that any additional funds will
be available.  The Company's ability to continue as a going concern is
in substantial doubt and is dependent upon achieving a profitable level of
operations and obtaining additional financing.





We have
undertaken steps as part of a plan to improve operations with the goal of
sustaining our operations for the next twelve months and beyond. These steps
include (a) raising additional capital and/or obtaining financing, if available,
(b) increasing our current production (c) continuing development drilling on our
proved, undeveloped properties and (d) controlling overhead and
expenses.





There can
be no assurance that we will successfully accomplish these steps and it is
uncertain we will achieve a profitable level of operations and/or obtain
additional financing.  There can be no assurance that any additional
financings will be available to us on satisfactory terms and conditions, if at
all.  In the event we are unable to continue as a going concern, we
may elect or be required to seek protection from our creditors by filing a
voluntary petition in bankruptcy or may be subject to an involuntary petition in
bankruptcy.  To date, management has not considered this alternative,
nor does management view it as a likely occurrence.








14




Results
of Operations




For
      the Three

                                                      Months
      Ended
                                                    March
      31, 2009
                                                  
                                                  
                                                  For
      the Three
                                                    Months
      Ended
                                                    March
      31, 2008REVENUES:Crude
      oil sales
                                                  
                                                  $
                                                  59,477
                                                  
                                                  
                                                  $
                                                  19,39459,477
                                                  
                                                  
                                                  
                                                  19,394OPERATING
      EXPENSES:Depreciation,
      depletion and amortization
                                                  
                                                  
                                                  32,075
                                                  
                                                  
                                                  
                                                  3,383Lease
      operating expenses
                                                  
                                                  
                                                  33,344
                                                  
                                                  
                                                  
                                                  4,667Severance
      and other taxes
                                                  
                                                  
                                                  2,628
                                                  
                                                  
                                                  
                                                  815General
      and administrative
                                                  
                                                  
                                                  323,405
                                                  
                                                  
                                                  
                                                  237,624Financing
      costs, net
                                                  
                                                  
                                                  260,433
                                                  
                                                  
                                                  
                                                  52,092651,885
                                                  
                                                  
                                                  
                                                  298,581OPERATING
      LOSS
                                                  
                                                  
                                                  (592,408
                                                  )
                                                  
                                                  
                                                  (279,187
                                                  )Provision
      for income taxes
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -NET
      LOSS
                                                  
                                                  $
                                                  (592,408
                                                  )
                                                  
                                                  $
                                                  (279,187
                                                  )




During
the three months ended March 31, 2009, the Company realized gross revenue from
its first two development wells drilled in the exploitation of the Apclark field
in the second half of 2008, and from three of its eight wells in the Plantation
field.  During the three months ended March 31, 2008, the Company’s
only production was from three of its eight wells in the Plantation
field.  During the three months ended March 31, 2009 and 2008, the
Company had total sales, net to its interest, of 1,575 and 184 barrels of crude
oil, respectively, and realized average prices of $37.77 and $96.07,
respectively.  During the same periods, lease operating expenses,
including severance and other taxes and transportation costs, totaled $22.46 and
$38.96 per barrel, respectively, resulting in netbacks to the Company of $15.31
and $57.11 per barrel, respectively.





Depreciation,
depletion and amortization expense totaled $32,075 and $3,383 for the three
months ended March 31, 2009 and 2008, respectively, most of which is
attributable to depletion on our Apclark field and Plantation field producing
properties.





For the
three months ended March 31, 2009 and 2008, general and administrative expenses
totaled $323,405 and $237,624, respectively.  For 2009, these expenses
were comprised primarily of payroll and other personnel expenses ($190,596) and
audit and accounting services ($46,000), legal services ($18,000) and rent
expense ($14,813).  For 2008, these expenses were comprised primarily
of payroll and other personnel expenses ($104,000), insurance expense ($37,500),
legal expenses ($23,204) and audit and accounting services
($39,143).





Financing
costs, net for the three months ended March 31, 2009 and 2008, totaled $260,433
and $52,092, respectively.  The Company capitalized $84,013 of
interest associated with unproved properties during the three months ended
March 31, 2009.  No interest was capitalized during the
three months ended March 31, 2008.  The balance of financing costs
recognized was primarily attributable to the amortization of deferred financing
fees and discounts associated with the outstanding debt.






15







Liquidity
and Capital Resources





At March
31, 2009, we had cash on hand of $6,158 and a working capital deficit of
$4,284,628 consisting primarily of $2,458,104 of short-term debt, representing
$2,538,251 face value of all of our debt outstanding, less $80,147 of
unamortized discount, and $1,620,671 of accrued exploration and development
expenses.





We have
raised net proceeds of $5,450,869  in various debt and equity
financings since our inception (August 17, 2007), and have used the majority of
the net proceeds to successfully begin the exploitation of our interest in the
Apclark field with the completion of the first two wells to be drilled, the
acquisition of our interest in the Plantation field, initial payments toward the
exercise of the option on the two drilling projects acquired in the merger with
Black Pearl Energy, Inc., as well as for general and administrative expenses and
working capital purposes.





Net cash
used in operating activities for the three months ended March 31, 2009, totaled
$112,030 and consisted primarily of the net loss of $592,408, net of non-cash
charges of $260,058 related to the amortization of deferred financing fees and
discount on outstanding debt, $65,000 related to stock-based compensation,
$32,075 related to depreciation, depletion and amortization expense and $15,897
related to the fair value of our common shares issued for consulting
services.  The Company also had $107,348 of other working capital
changes.  Net cash used in operating activities for the three months
ended March 31, 2008, totaled $232,593 and consisted primarily of the net loss
of $279,187, net of non-cash charges of $25,313 related to the amortization of
deferred financing fees and discount on outstanding debt and $3,383 related to
depreciation, depletion and amortization expense.  The Company also
had $17,698 of other working capital changes.





Net
cash used in investing activities for the three months ended March 31, 2009,
totaled $13,969 and consisted of payment of amounts due related to the Company’s
drilling activity in its Apclark field.  Net cash used in investing
activities for the three months ended March 31, 2008, totaled $592,124 and
consisted primarily of advance payments made toward the drilling activity in the
Apclark field.





Net cash
provided by financing activities for the three months ended March 31, 2009,
totaled $128,276 and consisted primarily of the issuance by the Company of the
February 2009 Note, net of issuance costs, and the partial repayment of the
December 2007 Note .  Net cash provided by financing activities for
the three months ended March 31, 2008, totaled $800,000 from the issuance of our
January 2008 Secured Promissory Notes.





At March
31, 2009, the Company was in default with respect to the repayment obligation
upon maturity on December 17, 2008, with respect to its December 2007
Secured Promissory Note.  Pursuant to the terms of the December 2007
Secured Promissory Note, the interest rate on all amounts outstanding increased
to 24% per annum, effective December 17, 2008.  On February 6, 2009,
the Company made a partial payment of $125,000 toward satisfaction of this
obligation.  As of June 10, 2009, the Company has not remitted the
balance of amount due; however the lender has not, as of June 10, 2009, taken
any further action with respect to the default.  Although the Company
is actively seeking additional financing to remedy this default, and is in
constant communication with the lender, there can be no assurances that the
lender will continue to delay the enforcement of its remedies under the December
2007 Secured Promissory Note.





At March
31, 2009, the Company was in default with respect to the repayment obligation
upon maturity on January 31, 2009, with respect to its January 2008
Secured Promissory Notes.  Pursuant to the terms of the January 2008
Secured Promissory Notes, the interest rate on all amounts outstanding increased
to 24% per annum, effective January 31, 2009.  In addition, if the
January 2008 Secured Promissory Notes are not repaid prior to July 31, 2009, the
Company is obligated to issue an additional 150,000 shares of its Common Stock
as an additional interest payment.  As of June 10, 2009, the Company
has not cured its default; however the lenders have not, as of June
10, 2009, taken any further action with respect to the
default.  Although the Company is actively seeking additional
financing to remedy this default, and is in constant communication with the
lenders, there can be no assurances that the lenders will continue to delay the
enforcement of their remedies under the January 2008 Secured Promissory
Notes.






16





As of
June 10, 2009, the Company had not made quarterly interest payment due on March
31, 2009, with respect to its May 2008 Convertible Note.  Pursuant to
the terms of the May 2008 Convertible Note, the interest rate on the past due
quarterly interest payment increased to 15% per annum, effective March 31,
2009.  The Company has 90 days to make the scheduled quarterly
interest payment before an Event of Default should occur.  Although
the Company is actively seeking additional financing to remedy this default, and
is in constant communication with the lender, there can be no assurances that
the Company will make the scheduled quarterly interest payment within 90 days of
March 31, 2009, and if not, that the lender will delay the enforcement of
its remedies under the May 2008 Convertible Note.





As of June 10, 2009, the Company had
not repaid any of the amounts due under the August 2008 Unsecured Promissory
Notes or the October 2008 Unsecured Promissory Note.  Pursuant to the
terms of the August 2008 Unsecured Promissory Notes and the October 2008
Unsecured Promissory Note agreements, the Company is required to issue to the
holders of the August 2008 Unsecured Promissory Notes and the October 2008
Unsecured Promissory Note, a total of 137,500 warrants to purchase shares of the
Company’s Common Stock every 30 days that amounts remain outstanding under the
August 2008 Unsecured Promissory Notes and the October 2008 Unsecured Promissory
Note.





Capital
Expenditures and 2009 Outlook





We
presently do not have any available credit, bank financing or other external
sources of liquidity.  Due to our brief history and historical
operating losses, our operations have not been a source of
liquidity.  We will need to obtain additional capital in order to
expand operations and become profitable.  In order to obtain capital,
we may need to sell additional shares of our common stock or borrow funds from
private lenders.  There can be no assurance that we will be successful
in obtaining additional funding.




We will still need additional capital
in order to continue operations until we are able to achieve positive operating
cash flow.  Additional capital is being sought, but we cannot
guarantee that we will be able to obtain such investments.  Financing
transactions may include the issuance of equity or debt securities, obtaining
credit facilities, or other financing mechanisms.  However, the
trading price of our common stock and a downturn in the North American stock and
debt markets could make it more difficult to obtain financing through the
issuance of equity or debt securities.  Even if we are able to raise
the funds required, it is possible that we could incur unexpected costs and
expenses, or experience unexpected cash requirements that would force us to seek
alternative financing.  Furthermore, if we issue additional equity or
debt securities, stockholders may experience additional dilution or the new
equity securities may have rights, preferences or privileges senior to those of
existing holders of our common stock.  If additional financing is not
available or is not available on acceptable terms, we will have to curtail our
operations.





Contractual
Obligations





We are
subject to various financial obligations and commitments in the normal course of
operations.  These contractual obligations represent future cash
payments that we are required to make and relate primarily to notes payable and
accounts payable, all of which are due currently and which are reflected on the
Company’s Unaudited Consolidated Balance Sheet at March 31, 2009, found in Item
1 in this Form 10-Q.  The Company does have an operating lease
obligation with annual payments totaling $67,180 in 2009, $103,790 in 2010,
$108,321 in 2011 and $36,610 in 2012.  The Company is in default of
several of these obligations, as disclosed herein, is working toward an amicable
resolution and expects to fund these contractual obligations with additional
financing, either in the form of equity or debt issuances, for which there is no
assurance that any additional financings will be available to us on satisfactory
terms and conditions, if at all.








17







Off-balance
Sheet Arrangements





The
Company does not currently utilize any off-balance sheet arrangements with
unconsolidated entities to enhance liquidity and capital resource
positions.





Critical
Accounting Policies and Estimates





Management's Discussion and Analysis of
Financial Condition and Results of Operations discusses our consolidated
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America.  The
preparation of these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  On an on-going basis,
management evaluates our estimates and judgments, including those related to
revenue recognition, recovery of oil and gas reserves, financing operations, and
contingencies and litigation.





Oil and Gas Properties





We follow the full cost method of
accounting for oil and gas producing activities. Costs to acquire mineral
interests in oil and gas properties, to drill and equip exploratory wells used
to find proved reserves, and to drill and equip development wells including
directly related overhead costs and related asset retirement costs are
capitalized.





Under this method, all costs, including
internal costs directly related to acquisition, exploration and development
activities are capitalizable as oil and gas property costs.  Properties not
subject to amortization consist of exploration and development costs which are
evaluated on a property-by-property basis.  Amortization of these
unproved property costs begins when the properties become proved or their values
become impaired.  Bonanza assesses the realizability of unproved
properties, if any, on at least an annual basis or when there has been an
indication that impairment in value may have occurred.  Impairment of
unproved properties is assessed based on management's intention with regard to
future exploration and development of individually significant properties and
the ability of Bonanza to obtain funds to finance such exploration and
development.  If the results of an assessment indicate that the
properties are impaired, the amount of the impairment is added to the
capitalized costs to be amortized.





The provision for depreciation and
depletion of oil and gas properties is computed on the unit-of-production
method.  Under this method, we compute the provision by multiplying
the total unamortized costs of oil and gas properties including future
development, site restoration, and dismantlement abandonment costs, but
excluding costs of unproved properties by an overall rate determined by dividing
the physical units of oil and gas produced during the period by the total
estimated units of proved oil and gas reserves.  This calculation is
done on a country-by-country basis.  As of March 31, 2009, all of our
oil production operations are conducted in the United States of
America.  The cost of unevaluated properties not being amortized, to
the extent there is such a cost, is assessed quarterly to determine whether the
value has been impaired below the capitalized cost.  The cost of any
impaired property is transferred to the balance of oil and gas properties being
depleted.  The costs associated with unevaluated properties relate to
projects which were undergoing exploration or development activities or in which
we intend to commence such activities in the future. We will begin to amortize
these costs when proved reserves are established or impairment is
determined.





In accordance with SFAS No. 143,
"Accounting for Asset Retirement Obligations," we report a liability for any
legal retirement obligations on our oil and gas properties.  The asset
retirement obligations represent the estimated present value of the amounts
expected to be incurred to plug, abandon, and remediate the producing properties
at the end of their productive lives, in accordance with state laws, as well as
the estimated costs associated with the reclamation of the property
surrounding.  The Company determines the asset retirement obligations
by calculating the present value of estimated cash flows related to the
liability.  The asset retirement obligations are recorded as a
liability at the estimated present value as of the asset's inception, with an
offsetting increase to producing properties. Periodic accretion of the discount
related to the estimated liability is recorded as an expense in the statement of
operations.  The estimated liability is determined using significant
assumptions, including current estimates of plugging and abandonment costs,
annual inflation of these costs, the productive lives of wells, and a
risk-adjusted interest rate.  Changes in any of these assumptions can
result in significant revisions to the estimated asset retirement
obligations.  Revisions to the asset retirement obligations are
recorded with an offsetting change to producing properties, resulting in
prospective changes to depletion and depreciation expense and accretion of the
discount.  Because of the subjectivity of assumptions and the
relatively long lives of most of the wells, the costs to ultimately retire the
Company's wells may vary significantly from prior estimates.  As of
March 31, 2009, the Company’s Asset Retirement Obligation was not
significant.






18





Reserve
Estimates





Our
estimate of proved reserves is based on the quantities of oil and gas that
geological and engineering data demonstrate, with reasonable certainty, to be
recoverable in future years from known reservoirs under existing economic and
operating conditions.  The accuracy of any reserve estimate is a function
of the quality of available data, engineering and geological interpretation and
judgment.  For example, we must estimate the amount and timing of future
operating costs, severance taxes, development costs and workover costs, all of
which may in fact vary considerably from actual results.  In addition, as
prices and cost levels change from year to year, the estimate of proved reserves
also changes.  Any significant variance in these assumptions could
materially affect the estimated quantity and value of our reserves.  As
such, our reserve engineers review and revise the Company’s reserve estimates at
least annually.




Despite
the inherent imprecision in these engineering estimates, our reserves are used
throughout our financial statements.  For example, since we use the
units-of-production method to amortize our oil and gas properties, the quantity
of reserves could significantly impact our DD&A expense.  Our oil and
gas properties are also subject to a “ceiling” limitation based in part on the
quantity of our proved reserves.





Revenue
Recognition




Bonanza
recognizes oil and natural gas revenue under the sales method of accounting for
its interests in producing wells as crude oil and natural gas is produced and
sold from those wells.  Crude oil and natural gas sold by Bonanza is
not significantly different from Bonanza’s share of production.  We
recognize revenue upon transfer of ownership of the product to the customer
which occurs when (i) the product is physically received by the customer, (ii)
an invoice is generated which evidences an arrangement between the customer and
us, (iii) a fixed sales price has been included in such invoice and (iv)
collection from such customer is probable.





Income
Taxes





The
Company uses the liability method for accounting for income
taxes.  Under this method, deferred tax assets and liabilities are
determined based on differences between financial reporting and tax bases 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
reverse.  The realizability of deferred tax assets are evaluated
annually and a valuation allowance is provided if it is more likely than not
that the deferred tax assets will not give rise to future benefits in the
Company’s tax returns.





The
Company’s estimates are based on the information available to it at the time
that it prepares the income tax provision.  The Company generally
files its annual income tax returns several months after its fiscal
year-end.  Income tax returns are subject to audit by federal, state,
and local governments, generally years after the returns are
filed.  These returns could be subject to material adjustments or
differing interpretations of the tax laws.








19





At
Inception (August 17, 2007), the Company adopted Financial Accounting Standards
Board (“FASB”) Interpretation Number 48, “Accounting for Uncertainty in Income
Taxes” (“FIN 48”), which is intended to clarify the accounting for income taxes
prescribing a minimum recognition threshold for a tax provision before being
recognized in the consolidated financial statements.  FIN 48 also
provides guidance on derecognition, measurement, classification, interest and
penalties, accounting in interim periods, disclosure and
transition.  As a result, the Company has concluded that it does not
have any unrecognized tax benefits or any additional tax liabilities after
applying FIN 48.  The adoption of FIN 48 therefore had no impact on
the Company’s consolidated financial statements.





Item
3.                      Quantitative
and Qualitative Disclosures About Market Risks





Since we are a company that qualifies
as a “smaller reporting company,” as defined under Rule 12b-2, we are not
required to provide the information required by this Item 3.





Item
4.                      Controls
and Procedures





Since we are a company that qualifies
as a “smaller reporting company,” as defined under Rule 12b-2, we are not
required to provide the information required by this Item 4.





Item
4T.                      Controls
and Procedures





We
maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended the "Exchange
Act) that are designed to ensure that information required to be disclosed in
our reports filed under the Exchange Act, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms, and that such information is accumulated and
communicated to our management, including our 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 assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.





We
carried out an evaluation under the supervision and with the participation of
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures as of March 31, 2009, the end of the period covered by this
report.  Based on that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
were effective.





There
have been no changes in our internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
quarter ended March 31, 2009, that materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.





PART
II – OTHER INFORMATION





Item
1.                      Legal
Proceedings





From time
to time, the Company may become a party to litigation or other legal proceedings
that it considers to be a part of the ordinary course of its
business.  The Company is not involved currently in legal proceedings
that could reasonably be expected to have a material adverse affect on its
business, prospects, financial condition or results of
operations.  The Company may become involved in material legal
proceedings in the future.






20







Item
1A.                      Risk
Factors.





Since we are a company that qualifies
as a “smaller reporting company,” as defined under Rule 12b-2, we are not
required to provide the information required by this Item 1A.  Refer
to the Company’s Annual Report on Form 10-K for the year ended December 31,
2008, filed with the Securities and Exchange Commission on April 15, 2009, for a
discussion of the Company’s Risk Factors.





Item
2.                      Unregistered
Sales of Equity Securities and Use of Proceeds





None





Item
3.                      Default
upon Senior Securities





At March
31, 2009, the Company was in default with respect to the repayment obligation
upon maturity on December 17, 2008, with respect to its December 2007
Secured Promissory Note.  Pursuant to the terms of the December 2007
Secured Promissory Note, the interest rate on all amounts outstanding increased
to 24% per annum, effective December 17, 2008.  On February 6, 2009,
the Company made a partial payment of $125,000 toward satisfaction of this
obligation.  As of June 10, 2009, the Company has not remitted the
balance of amount due; however the lender has not, as of June 10, 2009, taken
any further action with respect to the default.  Although the Company
is actively seeking additional financing to remedy this default, and is in
constant communication with the lender, there can be no assurances that the
lender will continue to delay the enforcement of its remedies under the December
2007 Secured Promissory Note.





At March
31, 2009, the Company was in default with respect to the repayment obligation
upon maturity on January 31, 2009, with respect to its January 2008 Secured
Promissory Notes.  Pursuant to the terms of the January 2008 Secured
Promissory Notes, the interest rate on all amounts outstanding increased to 24%
per annum, effective January 31, 2009.  In addition, if the January
2008 Secured Promissory Notes are not repaid prior to July 31, 2009, the Company
is obligated to issue an additional 150,000 shares of its Common Stock as an
additional interest payment.  As of June 10, 2009, the Company has not
cured its default; however the lenders have not, as of June 10, 2009, taken
any further action with respect to the default.  Although the Company
is actively seeking additional financing to remedy this default, and is in
constant communication with the lenders, there can be no assurances that the
lenders will continue to delay the enforcement of their remedies under the
January 2008 Secured Promissory Notes.





As of
June 10, 2009, the Company had not made quarterly interest payment due on March
31, 2009, with respect to its May 2008 Convertible Note.  Pursuant to
the terms of the May 2008 Convertible Note, the interest rate on the past due
quarterly interest payment increased to 15% per annum, effective March 31,
2009.  The Company has 90 days to make the scheduled quarterly
interest payment before an Event of Default should occur.  Although
the Company is actively seeking additional financing to remedy this default, and
is in constant communication with the lender, there can be no assurances that
the Company will make the scheduled quarterly interest payment within 90 days of
March 31, 2009, and if not, that the lender will delay the enforcement of
its remedies under the May 2008 Convertible Note.





As of June 10, 2009, the Company had
not repaid any of the amounts due under the August 2008 Unsecured Promissory
Notes or the October 2008 Unsecured Promissory Note.  Pursuant to the
terms of the August 2008 Unsecured Promissory Notes and the October 2008
Unsecured Promissory Note agreements, the Company is required to issue to the
holders of the August 2008 Unsecured Promissory Notes and the October 2008
Unsecured Promissory Note, a total of 137,500 warrants to purchase shares of the
Company’s Common Stock every 30 days that amounts remain outstanding under the
August 2008 Unsecured Promissory Notes and the October 2008 Unsecured Promissory
Note.





Item
4.                      Submission
of Matters to a Vote of Security Holders


None






21




Item
5.                      Other
Information





None





Item
6.                      Exhibits







Exhibit No.
                Description2.2
                Acquisition
      Agreement and Plan of Merger between National Filing Agents, Inc. and
      Plantation Working Interests, LLC dated October 23, 2007 (incorporated by
      reference to the Form 8-K Current Report filed with the Securities and
      Exchange Commission on October 24, 2007)3.1
                Articles
      of Incorporation of Bonanza Oil and Gas, Inc. (incorporated by reference
      to Exhibit 3.1 to the Bonanza Oil and Gas, Inc. Form SB-2 filed December
      18, 2006)3.2
                Articles
      of Merger (incorporated by reference to the Form 8-K Current Report filed
      with the Securities and Exchange Commission on January 11,
      2008)3.3
                Bylaws
      of Bonanza Oil and Gas, Inc. (incorporated by reference to Exhibit 3.2 to
      the Bonanza Oil and Gas, Inc. Form SB-2 filed December 18,
      2006)4.1
                Securities
      Purchase Agreement (incorporated by reference to the Form 8-K Current
      Report filed with the Securities and Exchange Commission on December 21,
      2007)4.2
                14%
      Senior Asset Backed Secured Promissory Note dated December 17, 2007
      (incorporated by reference to the Form 8-K Current Report filed with the
      Securities and Exchange Commission on December 21,
2007)4.3
                Securities
      Purchase Agreement dated May 14, 2008 (incorporated by reference to the
      Form 8-K Current Report filed with the Securities and Exchange Commission
      on May 19, 2008)4.4
                8%
      Convertible Note issued May 14, 2008 (incorporated by reference to the
      Form 8-K Current Report filed with the Securities and Exchange Commission
      on May 19, 2008)4.5
                Series
      A Common Stock Purchase Warrants issued May 14, 2008 (incorporated by
      reference to the Form 8-K Current Report filed with the Securities and
      Exchange Commission on May 19, 2008)4.6
                Series
      B Common Stock Purchase Warrants issued May 14, 2008 (incorporated by
      reference to the Form 8-K Current Report filed with the Securities and
      Exchange Commission on May 19, 2008)4.7
                Form
      of Securities Purchase Agreement (incorporated by reference to the Form
      8-K Current Report filed with the Securities and Exchange Commission on
      July 7, 2008)4.8
                Form
      of Series A June 2008 Common Stock Purchase Warrants issued June 2008
      (incorporated by reference to the Form 8-K Current Report filed with the
      Securities and Exchange Commission on July 7, 2008)4.9
                Form
      of Series B June 2008 Common Stock Purchase Warrants issued June 2008
      (incorporated by reference to the Form 8-K Current Report filed with the
      Securities and Exchange Commission on July 7, 2008)4.10
                Form
      of Securities Purchase Agreement dated August 28, 2008 (incorporated by
      reference to the Form 8-K Current Report filed with the Securities and
      Exchange Commission on September 3, 2008)4.11
                Form
      of 12% Promissory Note dated August 28, 2008 (incorporated by reference to
      the Form 8-K Current Report filed with the Securities and Exchange
      Commission on September 3, 2008)4.12
                Amendment
      No. 1 to the Form of Securities Purchase Agreement dated August 28, 2008
      (incorporated by reference to the Form 8-K Current Report filed with the
      Securities and Exchange Commission on October 10, 2008)4.13
                Form
      of Common Stock Purchase Warrant (incorporated by reference to the Form
      8-K Current Report filed with the Securities and Exchange Commission on
      October 10, 2008)4.14
                Bridge
      Loan Letter Agreement dated February 2, 2009, (incorporated by reference
      to the Form 8-K Current Report filed with the Securities and Exchange
      Commission on March 31, 2009)
   22
    4.15
                14%
      Promissory Note issued February 2, 2009, (incorporated by reference to the
      Form 8-K Current Report filed with the Securities and Exchange Commission
      on March 31, 2009)4.16*
                16%
      Promissory Note issued May 26, 200910.1
                Asset
      Purchase Agreement between National Filing Agents, Inc. and Lucas Energy,
      Inc. dated October 23, 2007 (incorporated by reference to the Form 8-K
      Current Report filed with the Securities and Exchange Commission on
      October 24, 2007)10.2
                Agreement
      and Plan of Merger between Bonanza Oil & Gas, Inc., Borland Good
      North, Inc., Black Pearl Energy, Inc. and the shareholders holding a
      majority of the issued and outstanding shares of Black Pearl Energy, Inc.
      dated July 18, 2008 (incorporated by reference to the Form 8-K Current
      Report filed with the Securities and Exchange Commission on July 18,
      2008)10.3
                Executive
      Employment Agreement between G. Wade Stubblefield and Bonanza Oil and Gas,
      Inc. (incorporated by reference to the Form 8-K Current Report filed with
      the Securities and Exchange Commission on March 31,
  2009)14.1
                Code
      of Ethics and Business Conduct for Officers, Directors and Employees of
      Bonanza Oil & Gas, Inc. (incorporated by reference to the Amendment
      No. 1 to the Annual Report on Form 10-K/A filed with the Securities and
      Exchange Commission on April 29, 2009)31.1*
                Certification
      of Principal Executive Officer31.2*
                Certification
      of Principal Financial Officer32.1*
                Certification
      of Principal Executive Officer and Principal Financial
    Officer




*Filed
herewith









23










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 of the undersigned thereunto
duly authorized.


BONANZA
      OIL AND GAS, INC.
              (Registrant)Date: June
      11, 2009
            By:
            /s/ William
      WisemanWilliam
      WisemanPresident
      and Chief Executive Officer




Date: 
      June 11, 2009
            By:
            /s/ G.
      Wade StubblefieldG.
      Wade Stubblefield
              Principal
      Financial Officer











24