UNITEDTable STATESof Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~__________________~~FORM 10-Q

~~FORM~~þ ~~10-Q~~QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~_________________~~FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009

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

~~FOR~~o ~~THE~~TRANSITION ~~QUARTERLY~~REPORT ~~PERIOD~~UNDER ~~ENDED~~SECTION ~~SEPTEMBER~~13 ~~30,~~OR ~~2008~~15(d) OF THE EXCHANGE ACT

ORFor the transition period from to

~~o TRANSITION~~Commission ~~REPORT~~file ~~UNDER~~number ~~SECTION 13 OR 15(d) OF THE EXCHANGE ACT~~000-52246

~~For~~ATRISCO ~~the~~OIL ~~transition~~& ~~period~~GAS, ~~from to~~ L.L.C.

~~_____________________________~~ (Exact name of Registrant as Specified in its Charter)

ATRISCO OIL AND GAS, L.L.C.


NEW MEXICO		56-2613010

(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

~~(Exact~~1730 ~~name~~Montano ofRd. ~~Registrant~~NW, asSuite B; ~~Specified~~Albuquerque, inNM ~~its Charter)~~87107

~~_____________________~~(Address of Principal Executive Offices)

NEW MEXICO	000-52246	56-2613010
(State or other jurisdiction of incorporation or organization)	Commission File Number	(I.R.S. Employer Identification No.)

(505) 836-0306

~~1730~~(Registrant’s ~~Montano~~Telephone ~~Rd. NW~~Number, ~~Suite~~Including B;Area ~~Albuquerque, NM 87107~~Code)

Indicate by check mark whether the registrant (~~Address~~1) has filed all reports required to be filed by Section 13 or 15(d) of ~~principal~~the ~~executive~~Exchange ~~offices~~Act 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. þ Yes o No

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 (~~505~~or for such shorter period that the registrant was required to submit and post such files). ~~836-0306~~þ Yes o No

~~(Issuer’s~~Indicate ~~telephone~~by ~~number)~~check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

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

Indicate by check mark whether the registrant ~~(1)~~is ~~has~~a ~~filed~~shell ~~all~~company ~~reports~~(as ~~required~~defined toin beRule 12b-2 ~~filed by Section 13 or 15(d)~~ of the Exchange Act ~~during the preceding 12 months (or for such shorter period that the registrant was required to file such reports~~),. ~~and~~o ~~(2)~~Yes ~~has~~þ ~~been subject to such filing requirements for the past 90 days. Yes x~~ No o

~~Indicate~~ATRISCO byOIL ~~check~~& ~~mark whether the registrant is a large accelerated filer~~GAS, ~~an accelerated filer, a non-accelerated filer or a smaller reporting company~~L. ~~See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:~~L.C.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x State the number of shares outstanding of the issuer’s classes of common equity, as of the latest practicable date:


	PAGE
PART I. FINANCIAL INFORMATION

Item 1 Financial Statements

Balance Sheets at March 31, 2009 (unaudited) and December 31, 2008 (audited)		3

Statements of Operations for the Three Month Periods Ended March 31, 2009 and 2008 and the Nine Month Periods Ended March 31, 2008 and 2007		4

Statements of Unitholders’ Equity at March 31, 2009 (unaudited) and December 31, 2008 (audited)		5

Statements of Cashflows for the Nine Month Periods Ended March 31, 2009 and 2008		6

Condensed Notes to the Financial Statements		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		12

Item 3. Quantitative and Qualitative Disclosures About Market Risk		15

Item 4T. Controls and Procedures		15

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		16

Item 1A. Risk Factors		16

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		16

Item 3. Default Upon Senior Securities		16

Item 4. Submission to a Vote of Security Holders		16

Item 5. Other Information		16

Item 6. Exhibits		16

Signatures		19

Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

Class		Outstanding at March 25, 2009
Class A Units, no par value		794,927
Class B Units, no par value		1

ATRISCOTable OILof AND GAS, L.L.C.Contents

PART I. FINANCIAL INFORMATION ~~INDEX~~

		PAGE
PART I.	FINANCIAL INFORMATION
Item 1	Financial Statements.
	Balance Sheets at September 30, 2008 (unaudited) and December 31, 2007 (audited)	2
	Statements of Operations for the Three Month Periods Ended September 30, 2008 and 2007 and the Nine Month Periods Ended September 30, 2008 and 2007	3
	Statements of Unitholders’ Equity at September 30, 2008 (unaudited) and December 31, 2007 (audited)	4
	Statements of Cashflows for the Nine Month Periods Ended September 30, 2008 and 2007	5
	Condensed Notes to the Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	14
Item 4T.	Controls and Procedures.	14
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings.	16
Item 1A.	Risk Factors.	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	16
Item 3.	Default Upon Senior Securities.	16
Item 4.	Submission to a Vote of Security Holders.	16
Item 5.	Other Information.	16
Item 6.	Exhibits.	16
Signatures		19

ITEM 1. FINANCIAL STATEMENTS

1BALANCE SHEET

PART I. FINANCIAL INFORMATION


	March 31,			December 31,
	2009			2008
	(unaudited)			(audited)
ASSETS
CURRENT ASSETS:
Cash	$	74,387		$	223,612
Accounts receivable		186,698			23,320
Prepaid expenses		125			2,354

Total Current Assets		261,210			249,286

FIXED ASSETS:
Equipment		26,840			26,840
Accumulated depreciation		(13,780	)		(11,798	)

Total Fixed Assets		13,060			15,042

OTHER ASSETS:
Mineral rights		1,000			70,304

Total Other Assets		1,000			70,304

Total Assets	$	275,270		$	334,632

LIABILITIES AND UNITHOLDERS’ EQUITY
CURRENT LIABILITIES:
Account payable and accrued liabilities	$	126,223		$	40,223
Current notes payable		—			701
Deferred revenue		296,501			354,496

Total Current Liabilities		422,724			395,420

UNITHOLDERS’ EQUITY:
Class A Units, no par value, 794,927 Units authorized, issued and outstanding		70,304			70,304
Class B Unit, no par value, One Unit authorized, One Unit issued and outstanding		100			100
Retained earnings		(217,858	)		(131,192	)

Total Unitholders’ Equity		(147,454	)		(60,788	)

Total Liabilities and Unitholders’ Equity	$	275,270		$	334,632

~~ITEM~~The 1.accompanying ~~FINANCIAL~~notes ~~STATEMENTS~~are an integral part of this financial statement.

~~BALANCE SHEET~~3

	September 30, 2008			December 31, 2007
ASSETS	(unaudited)			(audited)
CURRENT ASSETS:
Cash	$	295,744		$	177,639
Accounts receivable		16,675			20,000
Prepaid expenses		5,327			2,806
Total Current Assets		317,746			200,445
FIXED ASSETS:
Equipment		26,840			24,429
Accumulated depreciation		(9,815	)		(4,031	)
Total Fixed Assets		17,025			20,398
OTHER ASSETS:
Mineral rights		70,304			70,304
Total Other Assets		70,304			70,304
Total Assets	$	405,075		$	291,147
LIABILITIES AND UNITHOLDERS’ EQUITY
CURRENT LIABILITIES:
Account payable and accrued liabilities	$	6,191		$	44,695
Current notes payable		2,806			789
Deferred revenue		412,491			254,755
Total Current Liabilities		421,488			300,239
UNITHOLDERS’ EQUITY:
Class A Units, no par value, 794,927 Units authorized, issued and outstanding		70,304			70,304
Class B Unit, no par value, One Unit authorized, One Unit issued and outstanding		100			100
Retained earnings		(86,817	)		(79,496	)
Total Unitholders’ Equity		(16,413	)		(9,092	)
Total Liabilities and Unitholders’ Equity	$	405,075		$	291,147

~~The~~STATEMENT ~~accompanying~~OF ~~notes are an integral part of this financial statement.~~OPERATIONS 2

STATEMENT OF OPERATIONS


	For the Three Months Ended
	March 31,
	2009			2008

REVENUES
Oil and Gas Leases	$	57,995		$	25,244
Expense Reimbursement Agreements		176,698			58,153

TOTAL REVENUES		234,693			83,397

OPERATING EXPENSES
Professional Fees		228,119			13,537
Occupancy		5,269			16,846
Public relations		1,364			12,959
Unitholder services		14,228			24,279
Insurance expense		2,229			2,104
Office expense		301			1,617
Travel and entertainment		473			856

TOTAL OPERATING EXPENSES		251,983			72,198


NET INCOME(LOSS) FROM OPERATIONS		(17,290	)		11,199

OTHER INCOME/EXPENSE
Interest income		11			707
Interest expense		(83	)		(35	)
Impairment of mineral rights		(69,304	)		(35	)

TOTAL OTHER INCOME(LOSS)		(69,376	)		672

NET INCOME (LOSS)	$	(86,666	)	$	11,871


NET INCOME (LOSS) PER CLASS A UNIT	$	(0.109	)	$	0.015


WEIGHTED AVERAGE NUMBER OF CLASS A UNITS OUTSTANDING, BASIC AND DILUTED		794,927			794,927

		For the Three Months Ended September 30,							For the Nine Months Ended September 30,
		2008				2007			2008			2007
REVENUES
Oil and Gas Leases	$		41,762		$		27,586		$	89,243		$	86,970
Expense Reimbursement Agreements			13,500				145,187			134,383			228,100
TOTAL REVENUES			55,262				172,773			223,626			315,070
OPERATING EXPENSES
Professional Fees			31,413				173,264			111,323			271,827
Occupancy			1,983				12,823			21,519			13,656
Public relations			8,814				6,545			46,008			7,964
Unitholder services			8,885				12,859			42,041			17,058
Insurance expense			2,187				2,729			6,395			4,132
Office expense			198				843			2,024			2,249
Travel and entertainment			904				613			2,570			1,026
TOTAL OPERATING EXPENSES			54,384				209,676			231,880			317,912
NET INCOME(LOSS) FROM OPERATIONS			878				(36,903	)		(8,254	)		(2,842	)
OTHER INCOME/EXPENSE
Interest income			456				1,185			1,178			1,185
Interest expense			(166	)			(110	)		(245	)		(146	)
TOTAL OTHER INCOME(LOSS)			290				1,075			933			1,039
NET INCOME (LOSS)	$		1,168		$		(35,828	)	$	(7,321	)	$	(1,803	)
NET INCOME (LOSS) PER CLASS A UNIT	$		0.002		$		(0.045	)	$	(0.009	)	$	(0.002	)
WEIGHTED AVERAGE NUMBER OF CLASS A UNITS OUTSTANDING, BASIC AND DILUTED			794,927				794,927			794,927			794,927

The accompanying notes are an integral part of this financial statement.

~~The accompanying notes are an integral part of this financial statement.~~4 3

STATEMENTTable OFof UNITHOLDERS’ EQUITYContents

	Class A Units			Class B Units			Retained Earnings			Total Stockholders’ Equity
	Shares	Amount		Shares		Amount
BALANCE, December 31, 2006	794,927	$	70,304	1	$	100	$	(73	)	$	70,331
Net income/loss for the year ended December 31, 2007	—		—	—		—		(79,423	)		(79,423	)
BALANCE, December 31, 2007	794,927		70,304	1		100		(79,496	)		(9,092	)
Net loss for the nine months ended September 30, 2008	—		—	—		—		(7,321	)		(7,321	)
BALANCE, September 30, 2008	794,927	$	70,304	1	$	100		(86,817	)	$	(16,413	)

STATEMENT OF UNITHOLDERS’ EQUITY

The accompanying notes are an integral part of this financial statement. 4


												Total
	Class A Units				Class B Units				Retained			Stockholders’
	Shares		Amount		Shares		Amount		Earnings			Equity
BALANCE, December 31, 2007		794,927	$	70,304		1	$	100	$	(79,496	)	$	(9,092	)

Net income/loss for the year ended December 31, 2008		—		—		—		—		(51,696	)		(51,696	)

BALANCE, December 31, 2008		794,927		70,304		1		100		(131,192	)		(60,788	)
Net loss for the three months ended March 31, 2009		—		—		—		—		(86,666	)		(86,666	)

BALANCE, March 31, 2009		794,927	$	70,304		1	$	100	$	(217,858	)	$	(147,454	)

~~STATEMENT~~The OFaccompanying ~~CASH~~notes ~~FLOWS~~are an integral part of this financial statement.

	For the Nine Months Ended September 30,
	2008				2007
Cash Flows From Operating Activities:
Net Income (loss)	$	(7,321	)	$	(1,803	)
Depreciation		5,784			2,249
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Decrease (increase) in accounts receivable		3,325			(10,000	)
Decrease (increase) in prepaid expenses		(2,521	)		(4,910	)
Increase (decrease) in accounts payable		(38,504	)		37,763
Increase (decrease) in deferred revenue		157,736			279,999
Net Cash Provided (Used) by Operating Activities		118,499			303,298
Cash Flows From Investing Activities					—
Purchase of fixed assets		(2,411	)		(24,429	)
Net Cash Used by Investing Activities		(2,411	)		(24,429	)
Cash Flows From Financing Activities:
Proceeds from current debt		2,017			3,156
Net Cash used by Financing Activities		2,017			3,156
Net Increase (Decrease) in Cash		118,105			282,025
Cash at Beginning of Period		177,639			27
Cash at End of Period	$	295,744		$	282,052
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	—		$	—
Income taxes	$	—		$	—

TheTable accompanying notes are an integral part of this financial statement. 5Contents

~~CONDENSED~~STATEMENT ~~NOTES~~OF TOCASH ~~FINANCIAL STATEMENTS~~FLOWS

NOTE 1. BASIS OF PRESENTATION


	For the Three Months Ended
	March 31,
	2009			2008
Cash Flows From Operating Activities:
Net Income (loss)	$	(86,666	)	$	11,871
Depreciation		1,982			1,819
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Decrease (increase) in accounts receivable		(163,378	)		(55,153	)
Decrease (increase) in prepaid expenses		2,229			2,105
Decrease in mineral rights		69,304			—
Increase (decrease) in accounts payable		86,000			(40,245	)
Increase (decrease) in deferred revenue		(57,995	)		(25,244	)

Net Cash Provided (Used) by Operating Activities		(148,524	)		(104,847	)

Cash Flows From Investing Activities					—
Purchase of fixed assets		—			(2,411	)

Net Cash Used by Investing Activities		—			(2,411	)

Cash Flows From Financing Activities:
Proceeds from current debt		(701	)		(789	)

Net Cash used by Financing Activities		(701	)		(789	)

Net Increase (Decrease) in Cash		(149,225	)		(108,047	)
Cash at Beginning of Period		223,612			177,639

Cash at End of Period	$	74,387		$	69,592

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	—		$	—
Income taxes	$	—		$	—

The ~~foregoing~~accompanying ~~unaudited~~notes ~~interim~~are ~~consolidated~~an ~~financial~~integral ~~statements~~part have been prepared in accordance with generally accepted accounting principles for interim consolidated financial information and with the instructions to Regulation S-K, as promulgated by the Securities and Exchange Commission (the “SEC”). Accordingly, these financial statements do not include all of ~~the~~this ~~disclosures required by generally accepted accounting principles in the United States of America for complete~~ financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements for the period ended December 31, 2007. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement ~~of the results for the interim period presented~~.

~~Operating results for the nine month period ending September 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.~~6

NOTETable 2. SUMMARYof OF SIGNIFICANT ACCOUNTING POLICIES Organization Contents

~~Atrisco~~CONDENSED ~~Oil~~NOTES ~~and~~TO ~~Gas,~~FINANCIAL ~~L.L.C., a New Mexico limited liability company (the “Company,” “we,”~~STATEMENTS “us,” or “our,” depending on the context), was organized on September 8, 2006. We were organized as a vehicle to receive the Mineral Assets (as that term is defined herein) to be distributed by Westland Development Co., Inc., a New Mexico corporation (“Westland”), in the spin-off to occur immediately prior to the merger of Westland with and into SCC Acquisition Corp., a Delaware corporation (“SCC”), with Westland as the surviving company (the “Merger”).

~~Westland~~NOTE deeded to us a Quitclaim Mineral Deed and Assignment of Oil and Gas Leases dated December 4, 2006 (the “Deed”), pursuant to which Westland transferred and contributed to us (i) 100% of the future rents and royalties that Westland is entitled to receive under two existing oil and gas leases (the “Leases”); (ii) a 50% undivided interest in all mineral rights owned by Westland (collectively, the “Mineral Assets”); and (iii) other valuable consideration1. InBASIS ~~exchange~~OF ~~for the transfer and contribution of the Mineral Assets and other valuable~~PRESENTATION consideration, we issued to Westland 794,927 Class A units (the “Class A Units”)and one Class B unit (the “Class B Unit,” and together with the Class A Units, the “Units”), representing 100% of our membership interests. On December 7, 2006, Westland distributed all of the Class A Units to Westland’s shareholders of record as a dividend on a one-for-one basis, in accordance with each such shareholder’s respective ownership of Westland common stock.

~~This~~The ~~summary~~foregoing ofunaudited ~~significant~~interim ~~accounting~~consolidated ~~policies~~financial isstatements ~~presented~~have tobeen ~~assist~~prepared in accordance ~~understanding~~with ~~our~~generally ~~financial~~accepted ~~statements.~~accounting ~~The~~principles ~~financial~~for ~~statements~~interim ~~and~~consolidated ~~notes~~financial information ~~are~~and ~~representations~~with ofthe ~~our~~instructions ~~management~~to Regulation S-K, ~~which~~as ispromulgated ~~responsible~~by ~~for~~ the ~~integrity~~Securities and Exchange ~~objectivity~~Commission of (the “SEC”). Accordingly, these financial statements ~~and~~do ~~notes.~~not ~~These~~include ~~accounting~~all of ~~policies~~the ~~conform~~disclosures torequired ~~accounting~~by ~~principles~~ generally accepted accounting principles in the United States of America, ~~and~~for ~~have~~complete ~~been~~financial ~~consistently~~statements. ~~applied~~These unaudited interim consolidated financial statements should be read in conjunction with the ~~preparation~~audited financial statements for the period ended December 31, 2008. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

~~Cash~~Operating ~~and~~results ~~Cash~~for ~~Equivalents~~the three month period ending March 31, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

WeNOTE ~~consider~~2. ~~all~~SUMMARY ~~highly~~OF ~~liquid~~SIGNIFICANT ~~debt~~ACCOUNTING ~~investments purchased with a maturity of three months or less to be cash equivalents.~~POLICIES

~~Accounting Estimates~~Organization

~~The~~Atrisco ~~preparation~~Oil of& ~~financial~~Gas, ~~statements~~L.L.C., ina ~~conformity~~New ~~with~~Mexico ~~generally~~limited ~~accepted~~liability ~~accounting~~company ~~principles~~(the in“Company,” “we,” “us,” or “our,” depending on the ~~United~~context), ~~States~~was oforganized ~~America~~on ~~requires~~September 8, ~~management~~2006. We were organized as a vehicle to ~~make~~receive ~~estimates~~the ~~and~~Mineral ~~assumptions~~Assets (as that ~~affect~~term is defined herein) to be distributed by Westland Development Co., Inc., a New Mexico corporation (“Westland”), in the ~~reported~~spin-off ~~amounts~~to occur immediately prior to the merger of Westland with and into SCC Acquisition Corp., a Delaware corporation (“SCC”), with Westland as the surviving company (the “Merger”).

6Westland deeded to us a Quitclaim Mineral Deed and Assignment of Oil and Gas Leases dated December 4, 2006 (the “Deed”), pursuant to which Westland transferred and contributed to us (i) 100% of the future rents and royalties that Westland is entitled to receive under two existing oil and gas leases (the “Leases”); (ii) a 50% undivided interest in all mineral rights owned by Westland (collectively, the “Mineral Assets”); and (iii) other valuable consideration. In exchange for the transfer and contribution of the Mineral Assets and other valuable consideration, we issued to Westland 794,927 Class A units (the “Class A Units”) and one Class B unit (the “Class B Unit,” and together with the Class A Units, the “Units”), representing 100% of our membership interests. On December 7, 2006, Westland distributed all of the Class A Units to Westland’s shareholders of record as a dividend on a one-for-one basis, in accordance with each such shareholder’s respective ownership of Westland common stock.

This summary of ~~assets~~significant accounting policies is presented to assist in understanding our financial statements. The financial statements and ~~liabilities,~~notes ~~the~~are ~~disclosures~~representations of ~~contingent~~our ~~assets~~management, which ~~and~~is ~~liabilities~~responsible atfor the ~~date~~integrity and objectivity of the financial statements, and ~~the~~notes. ~~reported~~These accounting ~~amounts~~policies ofconform ~~revenues~~to ~~and~~accounting ~~expenses~~principles ~~during~~generally accepted in the ~~reporting~~United ~~period.~~States ~~Actual~~of America, ~~results~~and ~~could~~have ~~differ~~been ~~from~~consistently ~~those~~applied ~~estimated~~in bythe ~~management~~preparation of the financial statements.

~~Recently~~CRITICAL ~~Enacted~~ACCOUNTING ~~Accounting~~POLICIES ~~Standards~~AND ESTIMATES

~~Statement~~Use of ~~Financial~~estimates ~~Accounting~~in ~~Standards~~preparation ~~(“SFAS”) SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments – an Amendment~~ of FASB Statements No. 133 and 140,” and SFAS No. 156, “Accounting for Servicing of Financial Assets – an Amendment of FASB Statement No. 140,” were recently issued. SFAS No. 155 and 156 are not currently applicable to us, and their effect on the financial statements ~~for the three month period ended September 30, 2008 would not have been significant.~~

~~Fixed~~The ~~Assets~~preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, based 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 the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following critical accounting policies rely upon assumptions, judgments and estimates and were used in the preparation of our consolidated financial statements.

Equipment is recorded at cost. Depreciation is provided using the straight-line method over the useful lives of the respective assets, typically 3-5 years. Major additions and betterments are capitalized. Upon retirement or disposal, the cost and related accumulated depreciation or amortization is removed from the accounts and any gain or loss is reflected in operations.7

TheTable followingof table summarizes our fixed assets:Contents

	September 30, 2008			December 31, 2007
Office Equipment	$	15,581	$		13,170
Furniture and equipment		11,259			11,259
Allowance for Depreciation and amortization		(9,815)			(4,031)
Fixed Assets, net	$	17,025	$		20,398

Contingent Liability

~~Concentration~~In ~~Risk~~accordance with Statement of Financial Accounting Standards Interpretation No. 14, we may have certain contingent liabilities with respect to material existing or potential claims, lawsuits and other proceedings. We accrue liabilities when it is probable that future cost will be incurred and such cost can be measured. At March 31, 2009, we did not have any contingent liabilities.

WeCash ~~maintain~~and ~~our~~Cash ~~cash balances in bank deposit accounts which periodically are uninsured by FDIC insurance. At September 30, 2008 the uninsured amount was $195,494.~~Equivalents

~~Revenue~~We ~~Recognition~~consider all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.

~~We recognize revenue in accordance with Staff~~ Accounting ~~Bulletin (“SAB”) No. 104 when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed and determinable and collectability is reasonably assured.~~Estimates

~~Oil~~The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and ~~gas~~assumptions that ~~lease~~affect ~~revenue~~the isreported ~~recognized~~amounts onof aassets ~~straight-line~~and ~~basis~~liabilities, ~~over~~the disclosures of contingent assets and liabilities at the ~~term~~date of the ~~Leases~~financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated by management.

~~Lease~~Recently ~~Revenues~~Enacted Accounting Standards

~~The~~Statement ~~Leases~~of ~~cover~~Financial anAccounting ~~aggregate~~Standards of(“SFAS”) ~~approximately~~SFAS 16No. 155,~~600~~ ~~acres~~“Accounting offor Certain ~~Westland’s~~Hybrid ~~land.~~Financial ~~One~~Instruments ~~lease,~~— ~~originally~~an ~~made~~Amendment ~~with~~of ~~Great~~FASB ~~Northern~~Statements ~~Gas Co~~No. 133 ~~(the~~and ~~“Great~~140,” ~~Northern~~and ~~Lease”)~~SFAS No. 156, ~~covers~~“Accounting ~~approximately~~for ~~9,400~~Servicing ~~acres~~of ~~and~~Financial ~~will~~Assets ~~expire~~— onan ~~September 17,~~Amendment ~~2011.~~of ~~The~~FASB ~~second~~Statement ~~lease~~No. 140,” ~~originally~~were ~~made~~recently ~~with~~issued. ~~Sun~~SFAS ~~Valley Energy Corp~~No. 155 ~~(the~~and ~~“Sun~~156 ~~Valley~~are ~~Lease”),~~not ~~covers~~currently ~~approximately~~applicable 7to us,~~200~~ ~~acres~~ and ~~expired~~their effect on the ~~June~~financial 6,statements ~~2008.~~for Bythe ~~assignment~~three ~~and~~month ~~contract,~~period ~~Tecton~~ended ~~Energy~~March 31, ~~LLC~~2009 ~~(“Tecton”)~~would ~~became~~not ~~the~~have ~~Lessee for each lease~~been significant.

~~Pursuant~~Fixed to the Leases, the lessee is required to pay us royalties, lease bonuses, delay rentals and other payments. Our retained owner’s royalty is 12.5% on the Sun Valley Lease and 13.5% on the Great Northern Lease. Current delay rental payments for the Great Northern Lease are $2.00 per acre per year. Current delay rental payments for the Sun ValleyAssets ~~Lease are $5.00 per acre per year.~~

OnEquipment ~~August~~is ~~20,~~recorded ~~2007,~~at wecost. ~~entered~~Depreciation ~~into~~is aprovided 5using ~~year~~the ~~term~~straight-line ~~oil,~~method ~~gas~~over the ~~and~~useful ~~mineral~~lives ~~lease~~of ~~with~~the ~~Tecton~~respective assets, ~~pursuant~~typically to3-5 years. ~~which~~Major weadditions ~~leased~~and ~~all~~betterments ofare capitalized. ~~the~~Upon ~~Mineral~~retirement ~~Assets~~or ~~owned by us~~disposal, ~~which remained unleased following~~ the ~~Merger,~~cost ~~within~~and ~~Bernalillo~~related ~~County,~~accumulated ~~New~~depreciation ~~Mexico.~~or amortization Weis ~~received~~removed afrom ~~lease~~the ~~bonus~~accounts ~~payment~~and ofany ~~$250,000,~~gain ~~which~~or ~~will~~loss beis ~~recognized~~reflected ~~over~~in operations.

7The following table summarizes our fixed assets:

the term of the lease. During the term of the lease, we will receive a Drill or Pay Fee of $6.00 per acre each year if Tecton does not drill or re-enter one well per year. Royalties from any oil and gas discovered from the drilling will be paid based on production at a rate of 15% up to 18.5%.


	March 31,			December 31,
	2009			2008
Office Equipment	$	15,581		$	15,581
Furniture and equipment		11,259			11,259
Allowance for Depreciation and amortization		(13,780	)		(11,798	)

Fixed Assets, net	$	13,060		$	15,042

~~During~~Impairment ~~the~~of ~~nine~~Long ~~months~~Lived ~~ended September 30, 2008 and 2007, we recognized $89,243 and $86,970 in revenues under the Leases, respectively.~~Assets

~~Reimbursement~~The ~~Agreements~~Company assesses potential impairment of its long lived assets, which include its property and equipment and its identifiable intangibles such as its trade secrets under the guidance of Statement of Financial Standards No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets.” On an annual basis, or as events and circumstances indicate that an asset may be impaired, the Company assesses potential impairment of its long lived assets. The Company determines impairment by measuring the undisclosed future cash flows generated by the assets, comparing the results to the assets’ carrying value and adjusting the assets to the lower of the carrying value to fair value and charging current operations for any measured impairment. The Company determined that the mineral rights were impaired by $69,304 during the three months ended March 31, 2009 and has taken a charge for this amount. As of December 31, 2008 no impairment of this asset was deemed necessary.

We and Westland entered into a Transition Services Agreement, dated December 4, 2006 (the “Transition Services Agreement”), in a form mutually agreed upon by such parties, pursuant to which Westland will provide us with up to $200,000 per year in certain administrative8 ~~support services for the period beginning at the effective time of the Merger, December 7, 2006, and ending on the third anniversary of the completion of the Merger on December 7, 2009.~~

WeTable enteredof into reimbursement agreements and cost sharing arrangements with Tecton, SunCal Companies, a California corporation (“SunCal”), and Atrisco Heritage Foundation in 2008.Contents

~~During~~Revenue ~~the nine months years ended September 30, 2008 and 2007, we recognized $134,383 and $228,100 in reimbursement and cost sharing arrangements from the following companies:~~Recognition

Revenues from Reimbursement Agreements		For the Nine Months Ended September 30,
		2008		2007
Westland Development Co., Inc.,	$	52,303	$		228,100
Atrisco Heritage Foundation	$	28,080	$		-
Tecton Energy	$	39,000	$		-
SunCal Companies	$	15,000	$		-

We recognize revenue in accordance with Staff Accounting Bulletin (“SAB”) No. 104 when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed and determinable and collectability is reasonably assured.

~~NOTE~~Oil ~~3. MINERAL~~and ~~INTEREST~~gas lease revenue is recognized on a straight-line basis over the term of the Leases.

~~The~~Lease Mineral Assets are substantially all of the assets which we own. The Mineral Assets include (i) 100% of the future rents and royalties that Westland is entitled to receive under the Leases; and (ii) a 50% undivided interest in all mineral rights previously wholly owned by Westland. Westland is a New Mexico corporation that is the successor toRevenues property interests of a Spanish land grant in New Mexico currently amounting to approximately 46,400 acres. We and Westland each owns 50% of the mineral rights, including oil and gas rights, to the 46,400 acres. We and Westland also retained certain oil, gas and other mineral rights on some of the lands that Westland previously sold.

~~NOTE~~The 4Leases cover an aggregate of approximately 16,600 acres of Westland’s land. ~~DEFERRED~~ ~~REVENUE~~One lease, originally made with Great Northern Gas Co. (the “Great Northern Lease”), covers approximately 9,400 acres and will expire on September 17, 2011. The second lease, originally made with Sun Valley Energy Corp. (the “Sun Valley Lease”), covers approximately 7,200 acres and expired on June 6, 2008. By assignment and contract, Tecton Energy, LLC (“Tecton”) became the Lessee for each lease.

~~Deferred~~Pursuant ~~revenue~~to ~~represents~~the ~~amounts~~Leases, ~~received~~the ~~from~~lessee ~~oil~~is required to pay us royalties, lease bonuses, delay rentals and ~~gas~~other ~~leases~~payments. ~~Deferred~~Our ~~revenue~~retained owner’s royalty is ~~earned~~12.5% ~~and~~on ~~recognized~~the asSun ~~revenue~~Valley ~~over~~Lease and 13.5% on the ~~life~~Great ofNorthern ~~the~~Lease. ~~oil~~Current ~~and~~delay ~~gas~~rental ~~leases~~payments ~~using~~for athe ~~straight~~Great ~~line~~Northern ~~method~~Lease are $2.00 per ~~Deferred~~acre ~~revenues~~per atyear. ~~September~~Current ~~30,~~delay ~~2008~~rental ~~and~~payments ~~December~~for ~~31,~~the ~~2007~~Sun ~~were~~Valley ~~$412,491~~Lease ~~and~~are $~~254,755~~5.00 per acre per year.

~~NOTE~~On August 20, 2007, we entered into a 5-year oil, gas and mineral lease with Tecton, pursuant to which we leased all of the Mineral Assets owned by us, which remained unleased following the Merger, within Bernalillo County, New Mexico. ~~UNITS~~ OFWe ~~MEMBERSHIP~~received ~~INTEREST~~a lease bonus payment of $250,000, which will be recognized over the term of the lease. During the term of the lease, we will receive a Drill or Pay Fee of $6.00 per acre each year if Tecton does not drill or re-enter one well per year. Royalties from any oil and gas discovered from the drilling will be paid based on production at a rate of 15% up to 18.5%.

~~Class~~During Athe ~~Units~~three months ended March 31, 2009 and 2008, we recognized $57,995 and $25,244 in revenues under the Leases, respectively.

WeReimbursement have authorized and issued 794,927 Class A Units, no par value, in exchange for mineral rights from Westland. Pursuant to the Deed, Westland transferred and contributed to us the Mineral Assets which include (i) 100% of the future rents and royalties that Westland is entitled to receive under the Leases and (ii) a 50%Agreements undivided interest in all mineral rights previously wholly owned by Westland. In exchange for the transfer and contribution of the Mineral Assets, we issued to Westland 794,927 Class A Units and one Class B Unit, representing 100% of our membership interests. On December 7, 2006, Westland distributed all of the Class A Units to Westland’s shareholders of record as a dividend on a one-for-one basis in accordance with such shareholders’ respective ownership of Westland common stock.

8We and Westland entered into a Transition Services Agreement, dated December 4, 2006 (the “Transition Services Agreement”), in a form mutually agreed upon by such parties, pursuant to which Westland is providing us with up to $200,000 per year in certain administrative support services for the period beginning at the effective time of the Merger, December 7, 2006, and ending on the third anniversary of the completion of the Merger on December 7, 2009.

~~Following~~We ~~the~~entered ~~spin-off~~into reimbursement agreements and ~~the~~cost-sharing ~~completion~~arrangements ofwith ~~the~~Tecton, ~~Merger~~SunCal Companies, ~~(i) Westland’s~~a ~~shareholders~~California ofcorporation ~~record immediately prior to the Merger owned 100% of the Class A Units and~~ (ii“SunCal”) ~~Westland~~, ~~owned~~and ~~the~~Atrisco ~~sole~~Heritage ~~Class~~Foundation Bin ~~Unit~~2008.

~~Class~~During Bthe ~~Unit~~three months ended March 31, 2009 and 2008, we recognized $176,698 and $25,244 in reimbursement and cost-sharing arrangements from the following companies:

We have authorized and issued one Class B Unit, no par value.


	For the Three Months Ended
	March 31,
Revenues from Reimbursement Agreements	2009		2008
Westland Development Co., Inc.,	$	163,378	$	52,303
Atrisco Heritage Foundation	$	13,320	$	—
Tecton Energy	$	—	$	5,850
SunCal Companies	$	—	$	—

~~Proceeds from the sale of the Class B Unit totaled $100.~~9

NOTETable 6. COMMITMENTSof AND CONTINGENCIESContents

~~Operating~~NOTE ~~Leases~~3. MINERAL INTEREST

InThe ~~August~~Mineral ~~2007,~~Assets are substantially all of the assets which we ~~and~~own. The Mineral Assets include (i) 100% of the ~~Atrisco~~future ~~Heritage~~rents ~~Foundation~~and ~~jointly~~royalties ~~entered~~that ~~into~~Westland is entitled to receive under the Leases; and (ii) a ~~four-year~~50% ~~lease~~undivided ~~for~~interest ~~office~~in ~~space~~all mineral rights previously wholly-owned by Westland. ~~Lease~~Westland ~~expense~~is ~~relating~~a New Mexico corporation that is the successor to ~~operating~~property ~~space~~interests ~~leased~~of ~~was~~a Spanish land grant in New Mexico currently amounting to approximately ~~$10~~46,~~392~~400 acres. We and ~~$-0-~~Westland each ~~for~~own 50% of the ~~three~~mineral ~~months~~rights, ~~ended~~including ~~September~~oil 30and gas rights, ~~2008~~to ~~and~~the ~~2007~~46,400 acres. ~~Future~~We ~~minimum~~and Westland ~~lease~~also ~~payments~~retained ~~are~~certain asoil, ~~follows:~~gas and other mineral rights on some of the lands that Westland previously sold.

	Payments Due by Period
Contractual Obligations	Total	Less than 1 year	1-3 years	4-5 years	After 5 years
Office Lease	$ 94,848	$ 32,454	$ 62,394	$ -	$ -
Total	$ 94,848	$ 32,454	$ 62,394	$ -	$ -

The value of the Mineral Assets, at the time acquired by us in the Merger transaction was $70,304, and was based upon the valuation of an independent appraiser. The Company determined that the mineral rights were impaired by $69,304 during the three months ended March 31, 2009 and has taken a charge for this amount. As of December 31, 2008 no impairment of this asset was deemed necessary.

~~Executive~~NOTE ~~Consulting~~4. ~~Contract~~DEFERRED REVENUE

WeDeferred ~~have~~revenue ~~entered~~represents ~~into~~amounts areceived ~~four-year~~from ~~consulting~~oil ~~agreement~~and ~~with~~gas ~~our~~leases. ~~Chief~~Deferred ~~Executive~~revenue ~~officer~~is earned ~~that~~and ~~provides~~recognized ~~for~~as revenue over the ~~continuation~~life of ~~payments to~~ the ~~executive~~oil ifand ~~terminated~~gas ~~for~~leases ~~reasons~~using ~~other~~a ~~than~~straight ~~cause~~line method. AtDeferred ~~September~~revenues ~~30,~~at ~~2008~~March 31, ~~the~~2009 ~~future~~and ~~contractual~~December 31, ~~commitment~~2008 ~~for~~were ~~the executive was approximately~~ $2296,~~083~~501 ~~per~~and ~~month through February 15~~$354, ~~2011~~496.

~~Water~~NOTE ~~Rights~~5. UNITS OF MEMBERSHIP INTEREST

OnClass A July 23, 2008, the Company gave public notice that the Company claimed water rights to a water discovery that the Company made in 2008. The Company has begun taking the necessary steps to perfect its water rights claim under New Mexico law. No valuation or determination of the effect of the water rights has been made at this time. Thus, the claimed waterUnits ~~rights do not appear on the Balance Sheet as an asset.~~

~~CAUTIONARY~~We ~~NOTE~~have ~~REGARDING~~authorized ~~FORWARD~~and issued 794,927 Class A Units, no par value, in exchange for mineral rights from Westland. Pursuant to the Deed, Westland transferred and contributed to us the Mineral Assets which include (i) 100% of the future rents and royalties that Westland is entitled to receive under the Leases and (ii) a 50% undivided interest in all mineral rights previously wholly-~~LOOKING~~owned ~~STATEMENTS~~by Westland. In exchange for the transfer and contribution of the Mineral Assets, we issued to Westland 794,927 Class A Units and one Class B Unit, representing 100% of our membership interests. On December 7, 2006, Westland distributed all of the Class A Units to Westland’s shareholders of record as a dividend on a one-for-one basis in accordance with such shareholders’ respective ownership of Westland common stock.

~~This~~Following ~~Quarterly~~the ~~Report on Form 10~~spin-Qoff ~~(this “Report”) contains certain financial information~~ and ~~statements regarding Atrisco Oil and Gas, L.L.C., a New Mexico limited liability company (~~the ~~“Company,”~~ ~~“we,”~~completion ~~“us”~~of ~~or “our,” depending on~~ the ~~context)~~Merger, ~~and its operations and financial prospects of a forward-looking nature. Although these statements accurately reflect management~~(i) Westland’s ~~current~~shareholders understanding and beliefs, we caution you that certain important factors may affect our actual results and could cause such results to differ materially from any forward-looking statements which may be deemed to be made in this Report. For this purpose, any statements contained in this Report which are not statements of ~~historical~~record immediately ~~fact~~prior ~~may be deemed~~ to bethe ~~forward-looking~~Merger ~~statements.~~owned ~~Without~~100% ~~limiting the generality~~ of the ~~foregoing,~~Class A ~~words~~Units; ~~such~~and as(ii) Westland ~~“may,”~~owned ~~“intend,” “expect,” “believe”, “anticipate,” “could,” “estimate,” “plan,” or “continue,” or~~ the negative variations of these words or comparable terminology, are intended to identify forward-looking statements. There can be no assurance of any kind that such forward-looking information and statements in any way reflect oursole ~~actual~~Class B ~~future operations and/or financial results, and any of such information and statements should not be relied upon either in whole or in part in any decision to invest in the shares~~Unit. Many of the factors, which could cause actual results to differ from forward-looking statements, are outside our control. These factors include, but are not limited to, the factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and incorporated herein by ~~reference.~~

9Class B Unit

~~Any~~We ~~capitalized terms used herein but not otherwise defined~~ have ~~the~~authorized ~~meanings~~and ~~ascribed~~issued toone ~~them~~Class B inUnit, ~~the~~no ~~Notes~~par ~~to Financial Statements~~value.

~~ITEM~~Proceeds 2.from ~~MANAGEMENT’S~~the ~~DISCUSSION~~sale ~~AND~~of ~~ANALYSIS~~the OFClass B ~~FINANCIAL~~Unit ~~CONDITION~~totaled ~~AND RESULTS OF OPERATIONS~~$100.

WeNOTE ~~were formed as a New Mexico limited liability company by the filing of our Articles of Organization with the New Mexico Public Regulation Commission on September 8, 2006~~6. WeCOMMITMENTS ~~are~~AND ~~governed by our Articles of Organization and Limited Liability Company Agreement, as amended June 15, 2007, and the New Mexico Limited Liability Company Act.~~ CONTINGENCIES

WeOperating were formed in connection with the Agreement and Plan of Merger, dated as of July 19, 2006, by and between Westland and SCC Acquisition Corp., a Delaware corporation (“SCC”), pursuant to which SCC was merged with and into Westland, with Westland as the survivingLeases ~~entity.~~

~~Pursuant~~In ~~to the terms of the Deed~~August 2007, ~~Westland~~we ~~transferred~~ and ~~contributed~~the toAtrisco usHeritage ~~(i) the~~Foundation ~~Leases;~~jointly ~~(ii) the~~entered ~~Mineral~~into ~~Assets;~~a ~~and~~four-year ~~(iii)~~lease for ~~other~~office ~~valuable consideration~~space. InLease ~~exchange~~expense ~~for~~relating ~~the~~to ~~transfer~~operating ~~and~~space ~~contribution~~leased ofwas ~~the~~approximately ~~Mineral~~$694 ~~Assets~~ and ~~other valuable consideration~~ $10,392 wefor ~~issued~~the tothree ~~Westland~~months ~~794,927~~ended ~~Class~~March A31, ~~units~~2009 ~~(the “Class A Units”)~~ and ~~one Class B unit (the “Class B Unit~~2008,” ~~and~~respectively. ~~together~~Future ~~with~~minimum ~~the~~lease payments ~~Class~~are Aas ~~Units, the “Units”), representing 100% of our membership interests.~~follows:

Westland distributed all of the Class A Units to Westland’s shareholders of record immediately prior to the Merger as a dividend on a one-for-one basis in accordance with each such shareholder’s respective ownership of Westland common stock. The spin-off was treated for federal income tax purposes as a taxable dividend of Westland’s earnings and profits. Westland’s shareholders received their Class A Units from the paying agent for the Merger promptly following completion of the Merger, December 7, 2006.


	Payments Due by Period
			Less
			than 1						After 5
Contractual Obligations	Total		year		1-3 years		4-5 years		years
Office Lease	$	78,715	$	33,019	$	45,696	$	—	$	—
Total Contractual Cash Obligations	$	78,715	$	33,019	$	45,696	$	—	$	—

Prior to, and contingent upon, the completion of the Merger, we and Westland entered into a Transition Services Agreement, dated December 4, 2006 (the “Transition Services Agreement”), in a form mutually agreed upon by such parties, pursuant to which Westland will provide us with up to $200,000 per year in certain administrative10 ~~support services for the period beginning at the effective time of the Merger and ending on the third anniversary of the completion of the Merger.~~

FollowingTable the spin-off and the completion of the Merger, (i) Westland’s shareholders of record immediately prior to the Merger owned 100% of the Class A Units; and (ii) Westland owned the sole Class B Unit.Contents

OnExecutive ~~July~~Consulting 23, 2008, we gave public notice that the Company claimed water rights to a water discovery we made in 2008. The Company has begun taking the necessary steps to perfect its water rights claim under New Mexico law. No valuation or determination of the effect of the water rights has been made at this time.Contract

~~Our~~We ~~headquarters~~have isentered ~~located~~into ata ~~1730~~four-year ~~Montano~~consulting ~~NW,~~agreement ~~Suite~~with Bour ~~Albuquerque,~~Chief NMExecutive ~~87107.~~Officer ~~Our~~that provides ~~telephone~~for ~~number~~the iscontinuation ~~(505)~~of ~~836-0306.~~payments ~~Our~~to ~~website~~him ~~address~~if isterminated ~~www~~for reasons other than for cause.~~atriscooilandgas.com.~~ At March 31, 2009, the future contractual commitment for our Chief Executive Officer was approximately $2,083 per month through February 15, 2011.

~~Purpose~~Water Rights

On July 23, 2008, we gave public notice that we claim water rights to a water discovery we made in 2008. We ~~were~~have ~~formed~~begun ~~for~~taking the ~~limited~~necessary ~~purpose~~steps to perfect our water rights claim under New Mexico law. No valuation or determination of ~~(a)~~the effect of the water rights has been made at this time. On October ~~receiving~~29, ~~holding~~2008, ~~protecting~~Westland and/or ~~exploiting~~its related companies gave public notice that it claimed water rights near the ~~Mineral~~same ~~Assets;~~locations. ~~(b) paying~~It oris ~~providing~~unknown ~~for~~what effect, if any, ~~costs~~Westland’s ornotice ~~liabilities~~will have ~~incurred~~on inour ~~carrying~~water ~~out~~rights ~~our~~claim. ~~purpose;~~A ~~(c) making~~question ~~permitted~~has ~~distributions~~arisen as to ~~the~~our ~~Class A~~ownership ~~unitholders~~of ~~(the~~these ~~“Class~~water Arights by ~~Unitholders”);~~virtue ~~and~~of ~~(d) performing~~SunCal’s ~~all~~filing ~~activities~~for ~~necessary~~ownership orof ~~incidental~~such rights in opposition to ~~the~~us, ~~foregoing.~~and Wetherefore doour management ~~not~~cannot ~~currently~~be ~~intend~~certain as to ~~engage~~the infinal ~~any~~determination ~~other~~of ~~trade~~our orclaim ~~business~~to these water rights at this time.

In serving this purpose, we will seek to maximize revenue generated from leases entered into with natural resource exploration companies for subsequent distribution to the Class A Unitholders. The maintenance and exploitation of the Mineral Assets will be undertaken by, or under the supervision of, our officers and directors. Incidental to these11 activities, we gave public notice of our claim to water rights and have begun taking the steps necessary to perfect those water rights claims for future exploitation. Our ability to exploit the Mineral Assets will be subject to the limitations in the Deed, the Leases, contracts, and under certain circumstances, to the approval rights of the Class B unitholder (the “Class B Unitholder,” and together with the Class A Unitholders, the “Unitholders”).

10Table of Contents

~~Distributions~~CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

~~Any~~This ~~excess~~Quarterly ~~cash~~Report ~~held~~on byForm us10-Q ~~which~~(this is“Report”) ~~derived~~contains ~~from~~certain financial information and statements regarding Atrisco Oil & Gas, L.L.C., a New Mexico limited liability company (the ~~income~~“Company,” if“we,” ~~any~~“us” or “our,” ~~received~~depending ~~from~~on the context), ~~Mineral~~and ~~Assets,~~its ~~net~~operations and financial prospects of a ~~reasonable~~forward-looking ~~reserve~~nature. ~~for~~Although ~~our~~these statements ~~future~~accurately ~~operating~~reflect ~~costs~~management’s current understanding and ~~expenses~~beliefs, ~~will~~we becaution ~~distributed~~you bythat certain usimportant factors may affect our actual results and could cause such results to ~~the~~differ materially ~~Class A~~from ~~Unitholders~~any forward-looking statements which may be deemed to be made in ~~proportion~~this Report. For this purpose, any statements contained in this Report which are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the ~~number~~generality of ~~Class A~~the ~~Units~~foregoing, words ~~held~~such byas ~~them~~“may,” at“intend,” ~~least~~“expect,” ~~annually~~“believe”, “anticipate,” “could,” “estimate,” “plan,” or “continue,” asor ~~otherwise~~the ~~determined~~negative byvariations of these words or comparable terminology, are intended to identify forward-looking statements. There can be no assurance of any kind that such forward-looking information and statements in any way reflect our ~~board~~actual future operations and/or financial results, and any of such information and statements should not be relied upon either in ~~directors~~whole (or in part in any decision to invest in the ~~“Board”)~~shares. Many of the factors, which could cause actual results to differ from forward-looking statements, are outside our control. These factors include, but are not limited to, the factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which are incorporated herein by reference.

WeAny ~~will~~capitalized ~~make~~terms noused ~~distributions~~herein tobut ~~the~~not ~~Class~~otherwise Bdefined ~~Unitholder.~~have ~~The~~the ~~Class~~meanings Bascribed ~~Unitholder will not be entitled~~ to ~~share~~ them in ~~our~~the ~~profits,~~Notes ~~losses~~to orFinancial ~~assets~~Statements.

~~Results~~ITEM of2. ~~Operations~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Three~~We ~~Months~~were ~~Ended~~formed as a New Mexico limited liability company by the filing of our Articles of Organization with the New Mexico Public Regulation Commission on September 8, 302006. We are governed by our Articles of Organization, ~~2008~~amended April 9, 2009, and our Limited Liability Company Agreement, amended June 15, 2007 and April 9, 2009, and the New Mexico Limited Liability Company Act. Effective April 9, 2009, upon receipt of the final signature to the Articles of Amendment, dated February 27, 2009, we changed our name from Atrisco Oil and Gas, L.L.C. to Atrisco Oil & Gas, L.L.C. Since inception, we have only been engaged in organizational efforts.

~~Revenues~~We were formed in connection with the Agreement and Plan of Merger, dated as of July 19, 2006, by and between Westland and SCC Acquisition Corp., a Delaware corporation (“SCC”), pursuant to which SCC was merged with and into Westland, with Westland as the surviving entity.

~~Our~~Pursuant ~~revenues~~to the terms of the Deed, Westland transferred and contributed to us (i) the Leases; (ii) the Mineral Assets; and (iii) other valuable consideration. In exchange for the ~~three~~transfer ~~months~~and contribution ~~ended~~of ~~September~~the ~~30,~~Mineral ~~2008~~Assets and ~~2007~~other ~~were~~valuable ~~$55~~consideration,~~262~~ ~~and~~we ~~$172~~issued to Westland 794,~~773,~~927 Class A ~~respectively~~units (the “Class A Units”) and one Class B unit (the “Class B Unit,” and together ~~were~~with ~~composed~~the ofClass A Units, the ~~following:~~“Units”), representing 100% of our membership interests.

	Three Months Ended September 30,
Revenues	2008		2007
Oil and Gas Leases	$	41,762	$	27,586
Expense Reimbursement Agreements	$	13,500	$	145,187

~~Revenues~~Prior ~~decreased~~to, byand ~~$117~~contingent upon,~~511,~~ orthe ~~68.0%~~completion inof the ~~three~~Merger, ~~months~~we ~~ended~~and ~~September~~Westland 30entered into a Transition Services Agreement, ~~2008~~dated ~~compared~~December 4, to2006 (the ~~three~~“Transition ~~months~~Services Agreement”), ~~ended~~in ~~September~~a ~~30,~~form ~~2007~~mutually ~~due~~agreed upon by such parties, pursuant to ~~two~~which ~~cost-sharing~~Westland ~~agreements~~will provide us with up to $200,000 ~~each~~per ~~expiring~~year in ~~August~~certain ~~2008,~~administrative ~~and~~support ~~cost~~services ~~deductions~~for ~~from~~the period beginning at the ~~Transition~~effective ~~Services~~time ~~Agreement~~of ~~which~~the ~~have~~Merger ~~not~~and ~~yet~~ending ~~been~~on ~~received~~the ~~from~~third ~~Westland~~anniversary ~~and~~of ~~SunCal~~the completion of the Merger.

~~Operating~~Following ~~Expenses~~the spin-off and the completion of the Merger, (i) Westland’s shareholders of record immediately prior to the Merger owned 100% of the Class A Units; and (ii) Westland owned the sole Class B Unit.

Total operating expenses decreased by $155,292, or 74.1%, for the three month period ended September 30, 2008 to $54,384 from $209,676 in the three month period ended September 30, 2007 due fees related to the Transition Services Agreement.12

ProfessionalTable Fees of Contents

~~During~~On July 23, 2008, we gave public notice that we claim water rights to a water discovery we made in 2008. We have begun taking the ~~three~~necessary ~~months~~steps ~~ended~~to ~~September~~perfect 30our water rights claim under New Mexico law. No valuation or determination of the effect of the water rights has been made at this time. On October 29, 2008, Westland and/or ~~2007,~~its werelated ~~incurred~~companies ~~$31~~gave public notice that it claimed water rights near the same locations. It is unknown what effect,~~413~~ ~~and~~if ~~$173~~any,~~264~~ inWestland’s ~~professional~~notice ~~fees,~~will have ~~respectively~~on our water rights claim. ~~Professional~~A ~~fees~~question ~~for~~has ~~the~~arisen ~~three~~as ~~months~~to ~~ended~~our ~~September~~ownership ~~30,~~of ~~2008~~these ~~and~~water ~~2007~~rights ~~included~~by virtue ~~legal~~of ~~fees~~SunCal’s filing for ~~the~~ownership ~~2008~~of ~~and~~such ~~2007~~rights ~~period~~in ~~amounted~~opposition to ~~$11~~us,~~278~~ and ~~$39,446~~therefore ~~and~~our management ~~transition~~cannot ~~expenses~~be certain as to the final determination of ~~$-0-~~our ~~and~~claim ~~$121,541~~to these water rights at this time.

~~Overall,~~Our ~~Professional~~headquarters ~~fees~~are ~~decreased~~located byat ~~$141,851,~~1730 orMontano ~~81.9%~~Road NW, ~~for~~Suite B, ~~the three month period ended September 30~~Albuquerque, ~~2008~~New ~~compared~~Mexico to87107. Our ~~the~~telephone ~~similar~~number ~~three~~is ~~month period in 2007~~(505) 836-0306. ~~The~~Our ~~decrease~~website ~~was~~address ~~attributable~~is ~~to a decrease in legal fees subsequent to the Oil, Gas and Mineral Lease with Tecton, described below~~www.atriscooilandgas.com.

~~Occupancy Expenses~~ Purpose

~~During~~We ~~the~~were ~~three~~formed ~~months~~for ~~ended~~the ~~September~~limited ~~30,~~purpose ~~2008~~of ~~and 2007~~(a) receiving, ~~we incurred $1~~holding,~~983~~ protecting and ~~$12,823~~exploiting the inMineral ~~occupancy~~Assets; ~~expenses,~~(b) paying ~~respectively, a decrease of $10,840,~~ or ~~84.5%,~~providing for ~~the~~any ~~three month period ended September 30, 2008 due to sharing office space~~ costs ~~with~~or ~~Atrisco~~liabilities ~~Heritage~~incurred ~~Foundation.~~in Incarrying ~~August 2007 we entered into a lease~~out ~~agreement~~our ~~for~~purpose; ~~office~~(c) making ~~space~~permitted ~~jointly~~distributions onto athe ~~cost~~Class A ~~sharing~~unitholders ~~basis with~~ (the ~~Atrisco~~“Class A Unitholders”); ~~Heritage Foundation. The 2008~~ and ~~2007~~(d) performing ~~periods~~all ~~includes~~activities ~~lease~~necessary ~~expense~~or ofincidental $0to ~~and~~the ~~$8,840, respectively~~foregoing. ~~Depreciation~~We do ~~for~~not ~~the~~currently ~~2008~~intend ~~and~~to ~~2007~~engage ~~periods~~in ~~were~~any ~~$1,983~~other ~~and~~trade ~~$1,416.~~or business.

11In serving this purpose, we will seek to maximize revenue generated from leases entered into with natural resource exploration companies for subsequent distribution to the Class A Unitholders. The maintenance and exploitation of the Mineral Assets will be undertaken by, or under the supervision of, our officers and directors. Incidental to these activities, on July 23, 2008, we gave public notice that we claim water rights to a water discovery we made in 2008. We have begun taking the necessary steps to perfect our water rights claim under New Mexico law. No valuation or determination of the effect of the water rights has been made at this time. On October 29, 2008, Westland and/or its related companies gave public notice that it claimed water rights near the same locations. It is unknown what effect, if any, Westland’s notice will have on our water rights claim. A question has arisen as to our ownership of these water rights by virtue of SunCal’s filing for ownership of such rights in opposition to us, and therefore our management cannot be certain as to the final determination of our claim to these water rights at this time.

~~Public~~Our ~~Relations~~ability to exploit the Mineral Assets will be subject to the limitations in the Deed, the Leases, contracts, and under certain circumstances, to the approval rights of the Class B unitholder (the “Class B Unitholder,” and together with the Class A Unitholders, the “Unitholders”).

During the three months ended September 30, 2008 and 2007, we incurred $8,814 and $6,545 in public relations expenses, respectively, an increase of $2,269, or 34.7%, for the three months ended September 30, 2008, due to sponsoring the Balloon Fiesta.Distributions

~~Net~~Any ~~Income~~excess cash held by us which is derived from the income, if any, received from the Mineral Assets, net of a reasonable reserve for our future operating costs and expenses, will be distributed by us to the Class A Unitholders in proportion to the number of Class A Units held by them, at least annually, or as otherwise determined by our board of directors (the “Board”).

~~Net~~We ~~income~~will ~~was~~make ~~$1,168~~no ~~for~~distributions to the ~~three~~Class B ~~month~~Unitholder. ~~period~~The ~~ended~~Class B ~~September~~Unitholder ~~30,~~will ~~2008~~not ~~compared~~be entitled to ashare ~~net~~in ~~loss~~our ~~of $35~~profits,~~828~~ ~~for~~losses ~~the~~or ~~three month period ended September 30, 2007 for the reasons set forth above~~assets.

~~Nine Months Ended September 30, 2008 and 2007~~13

OperationsTable wereof initiated during the three months ended March 31, 2007.Contents

~~Revenues.~~Results of Operations

~~Our~~Three ~~revenues~~Months ~~for~~Ended ~~the nine months ended September 30~~March 31, ~~2008~~2009 and ~~2007 were $231,880 and $317,912, respectively, and were composed of the following:~~2008

	Nine Months Ended September 30,
Revenues	2008		2007
Oil and Gas Leases	$	89,243	$	86,970
Expense Reimbursement Agreements	$	134,383	$	228,100

Revenues

~~Revenues~~Our ~~decreased~~revenues ~~by $91,444, or 29.0%,~~ for the ~~nine~~three ~~month~~months ~~period~~ ended ~~September 30~~March 31, ~~2008~~2009 ~~compared~~and to2008 ~~the~~were ~~nine~~$234,693 ~~month~~and ~~period ended September 30~~$83,397, respectively, ~~2007~~and ~~due~~were tocomposed ~~true-up~~ of ~~transition~~the ~~monies which have not yet been received by Westland and SunCal.~~following:

Operating Expenses


	Three Months Ended
	March 31,
Revenues	2009		2008
Oil and Gas Leases	$	57,995	$	25,244
Expense Reimbursement Agreements	$	176,698	$	58,153

~~Total~~Our ~~operating~~revenues ~~expenses~~increased ~~for~~by ~~the~~$151,296, ~~nine~~or ~~month~~260.2% ~~period~~in ~~ended~~the ~~September~~three 30months ended March 31, ~~2008~~2009 compared ~~and~~to ~~2007~~the ~~were~~three ~~$231,880~~months ~~and~~ended ~~$317~~March 31,~~912,~~ ~~respectively,~~2008. aA ~~decrease~~portion of ~~$86,032,~~this orincrease ~~27.0%,~~is due to ~~fees~~an increase ~~related~~in torevenues we realized from the Transition Services Agreement. Inin ~~2008~~the amount of $111,075. weOil ~~were~~and ~~unable~~gas tolease ~~bill~~revenues ~~more~~also ~~than~~increased by $5232,~~303~~751 in ~~transition~~the ~~monies~~three ~~due~~months toended anMarch 31, 2009 ~~overage~~compared ~~from~~to ~~2007. As a result,~~ the ~~related~~three ~~expenses~~months ~~sharply declined~~ended inMarch 31, 2008.

~~Professional~~Operating ~~Fees~~Expenses

~~During~~Total ~~the~~operating ~~nine~~expenses ~~months~~increased ~~ended~~by ~~September 30, 2008 and 2007, we incurred~~ $~~111~~179,~~323 and $271~~785,~~827~~ ~~in professional fees, respectively, representing a decrease of $160,504,~~ or 59249.0%, ~~due~~for tothe ~~professional~~three ~~fees~~month ~~related~~period toended March 31, ~~the~~2009 ~~initiation~~to of$251,983 ~~operations~~from ~~being~~$72,198 ~~incurred~~ in the ~~2007~~three ~~period.~~month ~~During the 2007~~ period weended ~~were~~March 31, ~~initiating~~2008. ~~operations and incurred a greater amount of~~Increase ~~professional~~included ~~fees~~$214,582 ~~as compared to the current period~~ in ~~2008.~~professional ~~Professional~~ fees, ~~for~~decreases ~~the 2008 and 2007 periods~~ included $4211,~~947~~577 ~~and~~in ~~$12~~occupancy expenses,~~027~~ $11,595 in ~~accounting~~public ~~fees;~~relation ~~$-0-~~expenses and $~~178~~10,~~701~~051 in ~~transition~~unitholder ~~agreement~~service ~~fees~~expenses. ~~and~~Other ~~$42,251~~categories ~~and~~of expenses ~~$56,476~~decreased in ~~legal~~aggregate ~~fees~~$1, ~~respectively~~574.

~~Occupancy~~Professional ~~Expenses~~Fees

During the ~~nine~~three months ended ~~September 30~~March 31, ~~2008~~2009 and ~~2007~~2008, we incurred $21228,~~519~~119 and $13,~~656~~537 in professional ~~occupancy expenses~~fees, respectively, an increase of $7214,~~863~~582, or 571,585.62%,. ~~due~~Professional tofees afor ~~deduction~~the three ofmonths ~~one-half~~ended ~~year’s~~March 31, ~~rent~~2009 ~~from~~and ~~transition~~2008 ~~monies.~~included Inin ~~August~~the ~~2007~~increase wewere ~~entered~~transition ~~into~~agreement afees of ~~lease~~$135,119 ~~agreement~~and ~~for~~legal ~~office~~fees ~~space~~of ~~jointly~~$77,738. onOther acategories ~~cost~~of ~~sharing~~professional ~~basis~~fees ~~with~~increased ~~the~~in ~~Atrisco Heritage~~aggregate ~~Foundation~~$1,725. The ~~2008~~increases ~~and~~in ~~2007~~professional ~~periods~~fees ~~includes~~were ~~lease~~directly ~~expense~~related ~~of $14,079 and $8,840, attributable~~ to the ~~cost~~obligation of ~~maintenance.~~the ~~Depreciation~~Company to ~~for~~file ~~the~~public ~~2008~~information ~~and~~reports ~~2007~~with ~~periods~~the ~~were~~Securities ~~$5,784~~ and ~~$2,249,~~Exchange ~~respectively~~Commission.

12Occupancy Expenses

~~Public~~During ~~Relations~~the three months ended March 31, 2009 and 2008, we incurred $5,269 and $16,846 in occupancy expenses, respectively, a decrease of $11,577, or (68.7%) for the three month period ended March 31, 2009 due to sharing office space costs with Atrisco Heritage Foundation. In August 2007 we entered into a lease agreement for office space jointly on a cost sharing basis with the Atrisco Heritage Foundation. The 2009 and 2008 periods includes lease expense of $3,280 and $13,180, respectively. Depreciation for the 2009 and 2008 periods were $1,982 and $1,819.

~~During~~Public the nine months ended September 30, 2008 and 2007, we incurred $46,008 and $7,964 in public relations expenses, respectively, an increase of $38,004, or 477.7%, due to enhanced public relations activities in the 2008 period. For the three months ended September 30, 2008 and the three months ended September 30, 2007, we incurred $5,500 and $-0- inRelations sponsorship of the Albuquerque Balloon Festival; $4,000 and $-0- for the Hipano Chamber of Commerce luncheon; $5,200 and $-0-in scholarships; $16,755 and $-0- for the Atrisco Meet and Greet Rally and $14,553 and $1,419 in advertising and other public relations expenses.

~~Net~~During ~~Loss~~the three months ended March 31, 2009 and 2008, we incurred $1,364 and $12,959 in public relations expenses, respectively, a decrease of $11,595, or (89.5%) for the three months ended March 31, 2009, due to our sponsorship of the Balloon Fiesta in 2008 which we had not renewed in 2009.

~~Net~~Unitholder ~~loss increased by $5,518, or 306.0%, to $7,321 for the nine month period ended September 30, 2008 from $1,803 for the nine month period ended September 30, 2008 for the reasons set forth above.~~Services

~~Liquidity~~During the three months ended March 31, 2009 and ~~Capital~~2008, ~~Resources~~we incurred $14,228 and $24,279 in unitholder services expenses, respectively, a decrease of $10,051, or (41.4%) for the three months ended March 31, 2009, this decrease was due to a reduction in fees charged by the unitholder transfer agent.

~~For~~Impairment ~~the nine months ended September 30, 2008, we provided net cash~~ of ~~$118,499 in operating activities. This includes an increase in deferred revenues of $157,736 and a decrease in accounts payable of $38,504.~~Assets

~~Cash~~During ~~used~~the inthree ~~investing~~months ~~activities~~ended ~~included~~March 31, 2009 we determined that due to the uncertainty of the renewal of mineral leases that the mineral rights owned by us were impaired by $269,~~411~~304, and we have taken a charge for this amount. During the ~~purchase~~three months ended March 31, 2008 no impairment of ~~additional~~the mineral ~~equipment.~~rights was deemed necessary.

At September 30, 2008 and December 31, 2007, we had cash and cash equivalents available in the amounts of $295,744 and $177,639, respectively, an increase of $118,105 due to a $150,000 drill or pay fee received in August. 14

ThereTable areof currently no known trends, commitments, events or uncertainties that will result in a change in our liquidity. We have traditionally used our current assets for liquidity and intend to continue to do so in the future.Contents

WeNet ~~have no commitment for capital resources and no material changes are currently planned for changes in capital resources.~~Loss

~~Contractual~~Net ~~Obligations~~loss was $86,666 for the three month period ended March 31, 2009 compared to a net income of $11,871 for the three month period ended March 31, 2008 for the reasons set forth above.

~~Executive~~There ~~Consultant~~is ~~Agreement~~an uncertainty as to whether we will be able to renew the leases of our land which currently provide revenues to us. Other than the potential loss of the leases, there are currently no known trends or uncertainties that have had or that we expect will have a material impact on net sales, revenues or income from continuing operations.

OnLiquidity ~~February~~and ~~15,~~Capital 2007, we entered into a four-year Consultant Agreement with our Chief Executive Officer, which provides for the continuation of payment to our Chief Executive Officer if he is terminated for reasons other than cause. At September 30, 2008, the future contractual commitment for our Chief Executive Officer was approximately $2,083 per monthResources ~~through February 15, 2011.~~

~~Oil~~For the three months ended March 31, ~~Gas~~2009, we used net cash of $148,524 in operating activities. This includes an increase in accounts receivables of $163,378, a decrease in deferred revenues of $57,995 and ~~Mineral~~an ~~Lease~~increase in accounts payable of $86,000.

OnCash ~~August~~used ~~20,~~in ~~2007,~~financing weactivities ~~entered~~included ~~into~~$701 afor ~~5 year term oil, gas and mineral lease with Tecton, pursuant to which we leased all of~~ the ~~Mineral Assets owned by us, which remained unleased following the Merger, within Bernalillo County, New Mexico. We received a bonus~~ payment of ~~$250,000,~~current ~~which will be recognized over the term of the lease~~debt. ~~During the term of the~~ lease, we will receive a Drill or Pay Fee of $6.00 per acre each year if Tecton does not drill or re-enter one well per year. Royalties from any oil and gas discovered from the drilling will be paid based on production at a rate of 15% to up to 18.5%.

~~Operating~~At ~~Leases~~March 31, 2009 and December 31, 2008, we had cash and cash equivalents available in the amounts of $74,387 and $223,612, respectively, a decrease of $149,225.

InThere ~~August~~are ~~2007,~~currently weno ~~and~~known ~~the~~trends, ~~Atrisco~~commitments, ~~Heritage~~events ~~Foundation~~or ~~jointly~~uncertainties ~~entered~~that ~~into~~will result in a ~~four-year~~change ~~lease~~in ~~for~~our ~~office space~~liquidity. ~~Lease~~We ~~expense~~have ~~relating~~traditionally toused ~~operating~~our ~~space~~current ~~leased~~assets ~~was approximately $10,392 and $-0-~~ for ~~the~~liquidity ~~three months ended September 30, 2008~~ and ~~2007.~~intend to ~~Future~~continue ~~minimum~~to ~~lease~~do ~~payments~~so ~~are~~in asthe ~~follows:~~future.

13We have no commitment for capital resources and no material changes are currently planned for changes in capital resources.

	Payments Due by Period
Contractual Obligations	Total	Less than 1 year	1-3 years	4-5 years	After 5 years
Office Lease	$ 94,848	$ 32,454	$ 62,394	$ -	$ -
Total	$ 94,848	$ 32,454	$ 62,394	$ -	$ -

Off-Balance Sheet Arrangements

~~CRITICAL ACCOUNTING POLICIES AND ESTIMATES~~None.

~~Management's~~ITEM ~~discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements~~3. ~~These~~QUANTITATIVE ~~statements~~AND ~~have~~QUALITATIVE ~~been~~DISCLOSURES ~~prepared~~ABOUT inMARKET ~~accordance with generally accepted accounting principles in the United States of America.~~ RISK

~~Use~~Not ~~of estimates in preparation of financial statements~~applicable.

~~The~~ITEM preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities4T. OnCONTROL anAND ~~ongoing basis, we evaluate our estimates,~~PROCEDURES based 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 the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following critical accounting policies rely upon assumptions, judgments and estimates and were used in the preparation of our consolidated financial statements.

~~Mineral~~Disclosure ~~Assets~~Controls and Procedures

~~The~~We ~~value~~maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the ~~Mineral~~“Exchange ~~Assets~~Act”)) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, atsummarized and reported within the time ~~acquired~~period byspecified us in the ~~Merger~~rules ~~transaction~~and forms of the SEC, ~~was~~and ~~based~~that ~~upon~~such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. It is the ~~valuation~~responsibility of anour ~~independent~~management ~~appraiser~~to establish and maintain adequate internal controls over our financial reporting.

~~Revenue~~As ~~Recognition~~required by Rule 13a-15 of the Exchange Act, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2009. Based on that evaluation, the officers concluded that our disclosure controls and procedures were effective as of March 31, 2009.

WeChanges ~~recognize revenue~~ in ~~accordance~~Internal ~~with~~Control ~~Staff~~Over ~~Accounting~~Financial ~~Bulletin No. 104 when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed and determinable and collectability is reasonably assured.~~Reporting

~~Oil~~During ~~and~~the ~~gas~~quarter ~~lease~~ended ~~revenue~~March 31, is2009 ~~recognized~~there onwere ano ~~straight-line~~changes ~~basis~~in our internal control over financial reporting in the ~~term~~quarter ofcovered ~~the~~by ~~Leases~~this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Contingent Liability~~15

InTable accordance with Statement of Financial Accounting Standards Interpretation No. 14, we may have certain contingent liabilities with respect to material existing or potential claims, lawsuits and other proceedings. We accrue liabilities when it is probable that future cost will be incurred and such cost can be measured. At September 30, 2008 we did not have any contingent liabilities. Contents

~~Item~~PART 3II. ~~Quantitative~~OTHER ~~and Qualitative Disclosures About Market Risk~~INFORMATION

~~Not~~ITEM ~~Applicable~~1. ~~Item~~ ~~4T. Control~~LEGAL ~~and Procedures~~PROCEEDINGS

~~Disclosure Controls and Procedures~~None.

WeITEM ~~maintain~~1A. ~~disclosure~~RISK ~~controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information that~~FACTORS would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is

14Not applicable.

~~accumulated~~ITEM ~~and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure~~2. ItUNREGISTERED isSALES ~~the~~OF ~~responsibility~~EQUITY ofSECURITIES ~~our~~AND ~~management~~USE toOF ~~establish and maintain adequate internal controls over our financial reporting.~~PROCEEDS

As required by Rule 13a-15 of the Exchange Act, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2008None. ~~Based on that~~ ~~evaluation, the officers concluded that our disclosure controls and procedures were effective as of September 30, 2008.~~

~~This~~ITEM ~~Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting~~3. ~~Management’s~~DEFAULTS ~~report~~UPON ~~was~~SENIOR ~~not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only~~SECURITIES ~~management’s report in this Report.~~

~~Changes in Internal Control Over Financial Reporting~~None.

~~During~~ITEM ~~the~~4. ~~quarter~~SUBMISSION ~~ended~~TO ~~September~~A ~~30,~~VOTE ~~2008~~OF ~~there~~SECURITY were no changes in our internal control over financial reporting in the quarter covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.HOLDERS

15None.

~~PART~~ITEM II5. OTHER INFORMATION

~~Item 1~~None. ~~Legal Proceedings~~

~~None~~ITEM 6. EXHIBITS

~~ITEM~~The ~~1A.~~Exhibits ~~Risk~~below ~~factors~~are filed as part of this Report.

~~None~~* Indicates an Exhibit that is incorporated by reference.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


Exhibit
Number		Description

	3.1*	Articles of Organization of Atrisco Oil & Gas, L.L.C. (filed as Exhibit 2.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

	3.2*	Limited Liability Company Agreement of Atrisco Oil & Gas, L.L.C. (filed as Exhibit 3.2 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).

	3.3*	Amendment to Limited Liability Company Agreement, dated June 15, 2007 (filed as Exhibit 3.3 to the Form 10-Q for the fiscal quarter ended June 30, 2007, filed with the SEC on March 23, 2009).

	10.1*	Oil and Gas Lease and Addendum from Westland Development Co., Inc. to SunValley Energy Corporation, dated June 6, 2000, recorded in Book A6, page 7854 (all recording references to the Office of the County Clerk of Bernalillo County, New Mexico, covering a total of approximately 7,210.53 acres as to all depths covered by said lease as amended) (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

	10.2*	Partial Release of Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated June 15, 2001, recorded in Book A21, page 5985 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

~~None.~~16

ITEMTable 3.of DEFAULTS UPON SENIOR SECURITIESContents

None.


Exhibit
Number		Description

	10.3*	Second Addendum to Correct Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated August 2, 2000 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

	10.4*	Option to Exercise Oil & Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated August 2, 2002 (filed as Exhibit 10.4 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).

	10.5*	Second Amendment to Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated June 3, 2003 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

	10.6*	Third Amendment to Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated effective November 1, 2003 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

	10.7*	Fourth Amendment to Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated June 6, 2004 (filed as Exhibit 10.7 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).

	10.8*	Fourth Amendment to Oil and Gas Lease and Option Agreement between Westland Development Co., Inc. and SunValley Energy Corporation, dated May 3, 2005 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

	10.9*	Partial Assignment of Oil & Gas Leases, dated February 10, 2006, among Sun Valley Energy Corporation and Sierra Oil & Gas, Inc., Rally Exploration, Inc. KHL, Inc. and Tecton Energy, LLC (filed as Exhibit 10.9 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).

	10.10*	Fifth Amendment to Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated April 21, 2006, recorded in book A115, page 7121 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

	10.11*	Oil and Gas Lease from Westland Development Co., Inc. to Great Northern Gas Company, dated September 17, 2001, recorded in Book A25, page 1245 (all recording references to the Office of the County Clerk of Bernalillo County, New Mexico, covering a total of approximately 9,068 acres as to all depths covered by said lease as amended) (filed as Exhibit 6.2 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

	10.12*	Amendment to Oil and Gas Lease between Westland Development Co., Inc. and Great Northern Gas Company, dated November 1, 2003, recorded in Book A70, page 3152 (filed as Exhibit 6.2 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

	10.13*	Amendment to Oil and Gas Lease between Westland Development Co., Inc. and Great Northern Gas Company, dated August 26, 2004 (filed as Exhibit 6.2 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

	10.14*	Consent to Assignment of Oil and Gas Lease between Westland Development Co., Inc. and Great Northern Gas Company from Great Northern Gas Company to TXO Energy, Inc., dated November 5, 2003 (filed as Exhibit 10.14 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).

	10.15*	Consent to Assignment of Oil and Gas Lease between Westland Development Co., Inc. and TXO Energy, Inc. from TXO Energy, Inc. to Tecton Energy, LLC, dated May 12, 2006 (filed as Exhibit 10.15 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).

~~ITEM 4. SUBMISSION TO A VOTE OF SECURITY HOLDERS~~17

None.Table of Contents

ITEM 5. OTHER INFORMATION


Exhibit
Number		Description

	10.16*	Term Assignment of Oil and Gas Lease between Great Northern Gas Company, as Assignor, and Sun Valley Energy Corporation, as Assignee, dated March 13, 2003 (filed as Exhibit 10.16 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).

	10.17*	Term Assignment of Oil and Gas Lease between Sun Valley Energy Corporation, as Assignor, and Great Northern Gas Company, as Assignee, dated March 13, 2003 (filed as Exhibit 10.17 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).

	10.18*	Form of Quitclaim Mineral Deed and Assignment of Oil and Gas Leases (filed as Exhibit 6.3 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

	10.19*	Renewal Oil & Gas Lease, dated September 17, 2006, between Westland Development Co., Inc. and Tecton Energy, LLC (filed as Exhibit 6.5 to the Form 10-SB12G/A, filed with the SEC on October 6, 2006).

	10.20*	Transition Services Agreement, dated December 4, 2006, by and between Westland Development Co., Inc. and Atrisco Oil & Gas, L.L.C. (filed as Exhibit 10.20 to the Form 10-K for the fiscal year ended December 31, 2006, filed with the SEC on March 23, 2009).

	10.21*	Consultant Agreement, dated February 15, 2007, by and between Peter Sanchez and Atrisco Oil & Gas, L.L.C. (filed as Exhibit 10.21 to the Form 10-Q for the fiscal quarter ended March 31, 2007, filed with the SEC on March 23, 2009).

	10.22*	Oil, Gas and Mineral Lease, dated August 20, 2007, by and between Tecton Energy, LLC and Atrisco Oil & Gas, L.L.C. (filed as Exhibit 10.22 to the Form 10-Q for the fiscal quarter ended September 30, 2007, filed with SEC on March 24, 2009).

	31.1	Chief Executive Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	31.2	Chief Financial Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	32.1	Chief Executive Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	32.2	Chief Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

In 2008, while searching for natural gas, we discovered water. On July 23, 2008, we gave public notice that the Company claimed water rights to a water discovery made by the Company in 2008. The Company has begun taking the necessary steps to perfect its water rights claim under New18 Mexico law. On October 29, 2008, Westland and/or its related companies gave public notice that it claimed water rights near the same locations. It is unknown what effect, if any, Westland’s notice will have on the Company’s water rights claim.

ItemTable 6.of ExhibitsContents

~~The Exhibits below are filed as part of this Report.~~SIGNATURES

*IndicatesPursuant anto ~~Exhibit~~the ~~that~~requirements isof ~~incorporated~~the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by ~~reference~~the undersigned hereunto duly authorized.

Exhibit Number		Description
	ATRISCO OIL & GAS, L.L.C.
3.1*		Articles of Organization of Atrisco Oil and Gas, L.L.C. (filed as Exhibit 2.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
May 22, 2009	By:	/s/ Peter Sanchez
3.2*		Limited Liability Company Agreement of Atrisco Oil and Gas, L.L.C. (filed as Exhibit 3.2 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).
		Name:	Peter Sanchez
3.3*		Amendment to Limited Liability Company Agreement, dated June 15, 2007 (filed as Exhibit 3.3 to the Form 10-Q for the fiscal quarter ended June 30, 2007, filed with the SEC on March 23, 2009).
		Title:	Chief Executive Officer (Principal Executive Officer)
10.1*		Oil and Gas Lease and Addendum from Westland Development Co., Inc. to SunValley Energy Corporation, dated June 6, 2000, recorded in Book A6, page 7854 (all recording references to the Office of the County Clerk of Bernalillo County, New Mexico, covering a total of approximately 7,210.53 acres as to all depths covered by said lease as amended) (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

1619

10.2*		Partial Release of Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated June 15, 2001, recorded in Book A21, page 5985 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.3*		Second Addendum to Correct Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated August 2, 2000 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.4*		Option to Exercise Oil & Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated August 2, 2002 (filed as Exhibit 10.4 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).
10.5*		Second Amendment to Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated June 3, 2003 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.6*		Third Amendment to Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated effective November 1, 2003 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.7*		Fourth Amendment to Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated June 6, 2004 (filed as Exhibit 10.7 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).
10.8*		Fourth Amendment to Oil and Gas Lease and Option Agreement between Westland Development Co., Inc. and SunValley Energy Corporation, dated May 3, 2005 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.9*		Partial Assignment of Oil & Gas Leases, dated February 10, 2006, among Sun Valley Energy Corporation and Sierra Oil & Gas, Inc., Rally Exploration, Inc. KHL, Inc. and Tecton Energy, LLC (filed as Exhibit 10.9 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).
10.10*		Fifth Amendment to Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated April 21, 2006, recorded in book A115, page 7121 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.11*		Oil and Gas Lease from Westland Development Co., Inc. to Great Northern Gas Company, dated September 17, 2001, recorded in Book A25, page 1245 (all recording references to the Office of the County Clerk of Bernalillo County, New Mexico, covering a total of approximately 9,068 acres as to all depths covered by said lease as amended) (filed as Exhibit 6.2 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.12*		Amendment to Oil and Gas Lease between Westland Development Co., Inc. and Great Northern Gas Company, dated November 1, 2003, recorded in Book A70, page 3152 (filed as Exhibit 6.2 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.13*		Amendment to Oil and Gas Lease between Westland Development Co., Inc. and Great Northern Gas Company, dated August 26, 2004 (filed as Exhibit 6.2 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.14*		Consent to Assignment of Oil and Gas Lease between Westland Development Co., Inc. and Great Northern Gas Company from Great Northern Gas Company to TXO Energy, Inc., dated November 5, 2003 (filed as Exhibit 10.14 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).

17EXHIBIT INDEX

10.15*		Consent to Assignment of Oil and Gas Lease between Westland Development Co., Inc. and TXO Energy, Inc. from TXO Energy, Inc. to Tecton Energy, LLC, dated May 12, 2006 (filed as Exhibit 10.15 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).
10.16*		Term Assignment of Oil and Gas Lease between Great Northern Gas Company, as Assignor, and Sun Valley Energy Corporation, as Assignee, dated March 13, 2003 (filed as Exhibit 10.16 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).
10.17*		Term Assignment of Oil and Gas Lease between Sun Valley Energy Corporation, as Assignor, and Great Northern Gas Company, as Assignee, dated March 13, 2003 (filed as Exhibit 10.17 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).
10.18*		Form of Quitclaim Mineral Deed and Assignment of Oil and Gas Leases (filed as Exhibit 6.3 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.19*		Renewal Oil & Gas Lease, dated September 17, 2006, between Westland Development Co., Inc. and Tecton Energy, LLC (filed as Exhibit 6.5 to the Form 10-SB12G/A, filed with the SEC on October 6, 2006).
10.20*		Transition Services Agreement, dated December 4, 2006, by and between Westland Development Co., Inc. and Atrisco Oil and Gas, L.L.C. (filed as Exhibit 10.20 to the Form 10-K for the fiscal year ended December 31, 2006, filed with the SEC on March 23, 2009).
10.21*		Consultant Agreement, dated February 15, 2007, by and between Peter Sanchez and Atrisco Oil and Gas, L.L.C. (filed as Exhibit 10.21 to the Form 10-Q for the fiscal quarter ended March 31, 2007, filed with the SEC on March 23, 2009).
10.22*		Oil, Gas and Mineral Lease, dated August 20, 2007, by and between Tecton Energy, LLC and Atrisco Oil and Gas, L.L.C. (filed as Exhibit 10.22 to the Form 10-Q for the fiscal quarter ended September 30, 2007, filed with SEC on March 24, 2009).
31.1		Chief Executive Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Chief Financial Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Chief Executive Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Chief Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*		Indicates an Exhibit that is incorporated by reference.


Exhibit
Number		Description

	3.1*	Articles of Organization of Atrisco Oil & Gas, L.L.C. (filed as Exhibit 2.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

	3.2*	Limited Liability Company Agreement of Atrisco Oil & Gas, L.L.C. (filed as Exhibit 3.2 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).

	3.3*	Amendment to Limited Liability Company Agreement, dated June 15, 2007 (filed as Exhibit 3.3 to the Form 10-Q for the fiscal quarter ended June 30, 2007, filed with the SEC on March 23, 2009).

	10.1*	Oil and Gas Lease and Addendum from Westland Development Co., Inc. to SunValley Energy Corporation, dated June 6, 2000, recorded in Book A6, page 7854 (all recording references to the Office of the County Clerk of Bernalillo County, New Mexico, covering a total of approximately 7,210.53 acres as to all depths covered by said lease as amended) (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

	10.2*	Partial Release of Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated June 15, 2001, recorded in Book A21, page 5985 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

	10.3*	Second Addendum to Correct Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated August 2, 2000 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

	10.4*	Option to Exercise Oil & Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated August 2, 2002 (filed as Exhibit 10.4 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).

	10.5*	Second Amendment to Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated June 3, 2003 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

	10.6*	Third Amendment to Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated effective November 1, 2003 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

	10.7*	Fourth Amendment to Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated June 6, 2004 (filed as Exhibit 10.7 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).

	10.8*	Fourth Amendment to Oil and Gas Lease and Option Agreement between Westland Development Co., Inc. and SunValley Energy Corporation, dated May 3, 2005 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).

	10.9*	Partial Assignment of Oil & Gas Leases, dated February 10, 2006, among Sun Valley Energy Corporation and Sierra Oil & Gas, Inc., Rally Exploration, Inc. KHL, Inc. and Tecton Energy, LLC (filed as Exhibit 10.9 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).

~~SIGNATURES~~20

PursuantTable 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. Contents

	Atrisco Oil and Gas, L.L.C.
Exhibit
March 25, 2009	By:	/s/Peter Sanchez
Number				Description
		Name:	Peter Sanchez
	10.10	*		Fifth Amendment to Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated April 21, 2006, recorded in book A115, page 7121 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
		Title:	Chief Executive Officer (Principal Executive Officer)
	10.11	*		Oil and Gas Lease from Westland Development Co., Inc. to Great Northern Gas Company, dated September 17, 2001, recorded in Book A25, page 1245 (all recording references to the Office of the County Clerk of Bernalillo County, New Mexico, covering a total of approximately 9,068 acres as to all depths covered by said lease as amended) (filed as Exhibit 6.2 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
	10.12	*		Amendment to Oil and Gas Lease between Westland Development Co., Inc. and Great Northern Gas Company, dated November 1, 2003, recorded in Book A70, page 3152 (filed as Exhibit 6.2 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
	10.13	*		Amendment to Oil and Gas Lease between Westland Development Co., Inc. and Great Northern Gas Company, dated August 26, 2004 (filed as Exhibit 6.2 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
	10.14	*		Consent to Assignment of Oil and Gas Lease between Westland Development Co., Inc. and Great Northern Gas Company from Great Northern Gas Company to TXO Energy, Inc., dated November 5, 2003 (filed as Exhibit 10.14 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).
	10.15	*		Consent to Assignment of Oil and Gas Lease between Westland Development Co., Inc. and TXO Energy, Inc. from TXO Energy, Inc. to Tecton Energy, LLC, dated May 12, 2006 (filed as Exhibit 10.15 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).
	10.16	*		Term Assignment of Oil and Gas Lease between Great Northern Gas Company, as Assignor, and Sun Valley Energy Corporation, as Assignee, dated March 13, 2003 (filed as Exhibit 10.16 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).
	10.17	*		Term Assignment of Oil and Gas Lease between Sun Valley Energy Corporation, as Assignor, and Great Northern Gas Company, as Assignee, dated March 13, 2003 (filed as Exhibit 10.17 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).
	10.18	*		Form of Quitclaim Mineral Deed and Assignment of Oil and Gas Leases (filed as Exhibit 6.3 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
	10.19	*		Renewal Oil & Gas Lease, dated September 17, 2006, between Westland Development Co., Inc. and Tecton Energy, LLC (filed as Exhibit 6.5 to the Form 10-SB12G/A, filed with the SEC on October 6, 2006).
	10.20	*		Transition Services Agreement, dated December 4, 2006, by and between Westland Development Co., Inc. and Atrisco Oil & Gas, L.L.C. (filed as Exhibit 10.20 to the Form 10-K for the fiscal year ended December 31, 2006, filed with the SEC on March 23, 2009).
	10.21	*		Consultant Agreement, dated February 15, 2007, by and between Peter Sanchez and Atrisco Oil & Gas, L.L.C. (filed as Exhibit 10.21 to the Form 10-Q for the fiscal quarter ended March 31, 2007, filed with the SEC on March 23, 2009).
	10.22	*		Oil, Gas and Mineral Lease, dated August 20, 2007, by and between Tecton Energy, LLC and Atrisco Oil & Gas, L.L.C. (filed as Exhibit 10.22 to the Form 10-Q for the fiscal quarter ended September 30, 2007, filed with SEC on March 24, 2009).
	31.1			Chief Executive Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

1921

EXHIBITTable INDEXof Contents

*Indicates an Exhibit that is incorporated by reference.


Exhibit
Number		Description

	31.2	Chief Financial Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	32.1	Chief Executive Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	32.2	Chief Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit Number		Description
3.1*		Articles of Organization of Atrisco Oil and Gas, L.L.C. (filed as Exhibit 2.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
3.2*		Limited Liability Company Agreement of Atrisco Oil and Gas, L.L.C. (filed as Exhibit 3.2 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).
3.3*		Amendment to Limited Liability Company Agreement, dated June 15, 2007 (filed as Exhibit 3.3 to the Form 10-Q for the fiscal quarter ended June 30, 2007, filed with the SEC on March 23, 2009).
10.1*		Oil and Gas Lease and Addendum from Westland Development Co., Inc. to SunValley Energy Corporation, dated June 6, 2000, recorded in Book A6, page 7854 (all recording references to the Office of the County Clerk of Bernalillo County, New Mexico, covering a total of approximately 7,210.53 acres as to all depths covered by said lease as amended) (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.2*		Partial Release of Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated June 15, 2001, recorded in Book A21, page 5985 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.3*		Second Addendum to Correct Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated August 2, 2000 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.4*		Option to Exercise Oil & Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated August 2, 2002 (filed as Exhibit 10.4 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).
10.5*		Second Amendment to Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated June 3, 2003 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.6*		Third Amendment to Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated effective November 1, 2003 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.7*		Fourth Amendment to Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated June 6, 2004 (filed as Exhibit 10.7 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).
10.8*		Fourth Amendment to Oil and Gas Lease and Option Agreement between Westland Development Co., Inc. and SunValley Energy Corporation, dated May 3, 2005 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.9*		Partial Assignment of Oil & Gas Leases, dated February 10, 2006, among Sun Valley Energy Corporation and Sierra Oil & Gas, Inc., Rally Exploration, Inc. KHL, Inc. and Tecton Energy, LLC (filed as Exhibit 10.9 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).

10.10*		Fifth Amendment to Oil and Gas Lease between Westland Development Co., Inc. and SunValley Energy Corporation, dated April 21, 2006, recorded in book A115, page 7121 (filed as Exhibit 6.1 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.11*		Oil and Gas Lease from Westland Development Co., Inc. to Great Northern Gas Company, dated September 17, 2001, recorded in Book A25, page 1245 (all recording references to the Office of the County Clerk of Bernalillo County, New Mexico, covering a total of approximately 9,068 acres as to all depths covered by said lease as amended) (filed as Exhibit 6.2 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.12*		Amendment to Oil and Gas Lease between Westland Development Co., Inc. and Great Northern Gas Company, dated November 1, 2003, recorded in Book A70, page 3152 (filed as Exhibit 6.2 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.13*		Amendment to Oil and Gas Lease between Westland Development Co., Inc. and Great Northern Gas Company, dated August 26, 2004 (filed as Exhibit 6.2 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.14*		Consent to Assignment of Oil and Gas Lease between Westland Development Co., Inc. and Great Northern Gas Company from Great Northern Gas Company to TXO Energy, Inc., dated November 5, 2003 (filed as Exhibit 10.14 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).
10.15*		Consent to Assignment of Oil and Gas Lease between Westland Development Co., Inc. and TXO Energy, Inc. from TXO Energy, Inc. to Tecton Energy, LLC, dated May 12, 2006 (filed as Exhibit 10.15 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).
10.16*		Term Assignment of Oil and Gas Lease between Great Northern Gas Company, as Assignor, and Sun Valley Energy Corporation, as Assignee, dated March 13, 2003 (filed as Exhibit 10.16 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).
10.17*		Term Assignment of Oil and Gas Lease between Sun Valley Energy Corporation, as Assignor, and Great Northern Gas Company, as Assignee, dated March 13, 2003 (filed as Exhibit 10.17 to the Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on March 20, 2009).
10.18*		Form of Quitclaim Mineral Deed and Assignment of Oil and Gas Leases (filed as Exhibit 6.3 to the Form 10-SB12G, filed with the SEC on September 29, 2006).
10.19*		Renewal Oil & Gas Lease, dated September 17, 2006, between Westland Development Co., Inc. and Tecton Energy, LLC (filed as Exhibit 6.5 to the Form 10-SB12G/A, filed with the SEC on October 6, 2006).
10.20*		Transition Services Agreement, dated December 4, 2006, by and between Westland Development Co., Inc. and Atrisco Oil and Gas, L.L.C. (filed as Exhibit 10.20 to the Form 10-K for the fiscal year ended December 31, 2006, filed with the SEC on March 23, 2009).
10.21*		Consultant Agreement, dated February 15, 2007, by and between Peter Sanchez and Atrisco Oil and Gas, L.L.C. (filed as Exhibit 10.21 to the Form 10-Q for the fiscal quarter ended March 31, 2007, filed with the SEC on March 23, 2009).
10.22*		Oil, Gas and Mineral Lease, dated August 20, 2007, by and between Tecton Energy, LLC and Atrisco Oil and Gas, L.L.C. (filed as Exhibit 10.22 to the Form 10-Q for the fiscal quarter ended September 30, 2007, filed with SEC on March 24, 2009).
31.1		Chief Executive Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Chief Financial Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Chief Executive Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Chief Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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