UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of
Report (Date of earliest reported): January 20, 2010
(Exact
name of registrant as specified in charter)
Nevada
|
000-52171
|
76-0720654
|
(State or Other Jurisdiction
of Incorporation or Organization)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
(Address
of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (713) 333-5808
Copies
to:
Stephen
M. Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
110 Wall
Street, 11th
Floor
New York,
New York 10005
Telephone:
(516) 833-5034
Fax:
(516) 977-1209
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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On
November 9, 2009, Bonanza Oil & Gas, Inc. ("Bonanza" or the "Company") filed
a Certificate of Amendment with the State of Nevada to forward split the issued
and outstanding common stock on a basis of two for one shares of common stock
resulting in an increase in the number of issued and outstanding
shares. No fractional shares shall be issued. In lieu of issuing
fractional shares, the Company will issue to any shareholder who otherwise would
have been entitled to receive a fractional share as a result of the forward
split an additional full share of its common stock. The above
transactions were approved by the Board of Directors of the
Company. As provided by Nevada Corporations Law, section NRS 78.207, shareholder approval is
not required.
On
January 15, 2010, the Company was informed by FINRA that the forward split for
the Company which will take effect at the open of business on January 20,
2010.
The
foregoing information is a summary of each of the matters described above, is
not complete, and is qualified in its entirety by reference to the full text of
the exhibits, each of which is attached an exhibit to this Current Report on
Form 8-K. Readers should review those exhibits for a complete
understanding of the terms and conditions associated with this
matter.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits.
Exhibit Number | Description | |
3.1 | Certificate of Amendment for the State of Nevada filed November 9, 2009 (1) | |
(1) Incorporated
by reference to the Form 8-K Current Report filed by the Securities and Exchange
Commission on January 4, 2010
2
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
BONANZA OIL & GAS, INC. | |||
Date:
January 20, 2010
|
By:
|
/s/ William Wiseman | |
William Wiseman | |||
President and Chief Executive Officer | |||
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