-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CPPucG+hlhY0o83qLrw0vqqyttrGb47VtZClg445iIUpb1C8URxsqK3eLShWvOaz biTqf6WA7SoXjvGJgS9uQg== 0000919574-09-003085.txt : 20090217 0000919574-09-003085.hdr.sgml : 20090216 20090213193540 ACCESSION NUMBER: 0000919574-09-003085 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PETRO RESOURCES CORP CENTRAL INDEX KEY: 0001335190 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 860879278 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82013 FILM NUMBER: 09606384 BUSINESS ADDRESS: STREET 1: 777 POST OAK BLVD #910 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 832-369-6986 MAIL ADDRESS: STREET 1: 777 POST OAK BLVD #910 CITY: HOUSTON STATE: TX ZIP: 77056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BONANZA CAPITAL LTD CENTRAL INDEX KEY: 0001249045 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 250 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149879895 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 250 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G/A 1 d963533_13g-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3) Petro Resources Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock ($.01 par value) - -------------------------------------------------------------------------------- (Title of Class of Securities) 71646K106 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2008 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) CUSIP No. 71646K106 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Bonanza Capital, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,000,000(1) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,000,000(1) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000(1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.16% 12. TYPE OF REPORTING PERSON* PN - --------------- (1) This number represents 2,000,000 of the Issuer's Common Stock Purchase Warrants which are immediately exercisable. CUSIP No. 71646K106 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Bonanza Master Fund, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,000,000(1) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,000,000(1) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000(1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.16% 12. TYPE OF REPORTING PERSON* CO - --------------- (1) This number represents 2,000,000 of the Issuer's Common Stock Purchase Warrants which are immediately exercisable. CUSIP No. 71646K106 --------------------- Item 1(a). Name of Issuer: Petro Resources Corporation ____________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: 777 Post Oak Boulevard, Suite 910, Houston, Texas 77056 ____________________________________________________________________ Item 2(a). Name of Person Filing: Bonanza Capital, Ltd. Bonanza Master Fund, Ltd. ____________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: Bonanza Capital, Ltd. 300 Crescent Court, Suite 250 Dallas, Texas 75201 Bonanza Master Fund, Ltd. c/o J.D. Clark & Co. 2225 Washington, Suite 400 Ogden, UT 84401 ____________________________________________________________________ Item 2(c). Citizenship: Bonanza Capital, Ltd. - Texas Bonanza Master Fund, Ltd. - Cayman Islands ____________________________________________________________________ Item 2(d). Title of Class of Securities: Common Stock ($.01 par value) ____________________________________________________________________ Item 2(e). CUSIP Number: 71646K106 ____________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Bonanza Capital, Ltd. - 2,000,000 Bonanza Master Fund, Ltd. - 2,000,000 ______________________________________________________________________ (b) Percent of class: Bonanza Capital, Ltd. - 5.16% Bonanza Master Fund, Ltd. - 5.16% ______________________________________________________________________ (c) Number of shares as to which such person has: Bonanza Capital, Ltd.: (i) Sole power to vote or to direct the vote 0 _______________________, (ii) Shared power to vote or to direct the vote 2,000,000 _____________________, (iii) Sole power to dispose or to direct the 0 disposition of _____________________, (iv) Shared power to dispose or to direct the 2,000,000 disposition of _____________________. Bonanza Master Fund, Ltd.: (i) Sole power to vote or to direct the vote 0 _______________________, (ii) Shared power to vote or to direct the vote 2,000,000 _____________________, (iii) Sole power to dispose or to direct the 0 disposition of _____________________, (iv) Shared power to dispose or to direct the 2,000,000 disposition of _____________________. ---------------------------------------------------------------------- Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ]. Not applicable ---------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Not applicable ---------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Not applicable ---------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to Sec.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Sec.240.13d-1(c) or Sec.240.13d-1(d), attach an exhibit stating the identity of each member of the group. Not applicable ---------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Not applicable ---------------------------------------------------------------------- Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 13, 2009 ---------------------------------------- (Date) Bonanza Capital, Ltd.* /s/ Bernay Box -------------- Title: President of Bonanza Fund Management, Inc., its General Partner Bonanza Master Fund, Ltd. /s/ Bernay Box -------------- Title: President of Bonanza Fund Management, Inc., which is the General Partner of Bonanza Capital, Ltd., its Investment Manager * The Reporting Person disclaims beneficial ownership in the common stock reported herein except to the extent of its pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this Amendment No. 3 dated February 13, 2009 to the Schedule 13G relating to the Common Stock of Petro Resources Corporation shall be filed on behalf of the undersigned. Bonanza Capital, Ltd.* /s/ Bernay Box -------------- Title: President of Bonanza Fund Management, Inc., its General Partner Bonanza Master Fund, Ltd. /s/ Bernay Box -------------- Title: President of Bonanza Fund Management, Inc., which is the General Partner of Bonanza Capital, Ltd., its Investment Manager * The Reporting Person disclaims beneficial ownership in the common stock reported herein except to the extent of its pecuniary interest therein. SK 23214 0001 963533 -----END PRIVACY-ENHANCED MESSAGE-----