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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Bonanza Goldfields Corp (PK) | USOTC:BONZ | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00105 | 0.0001 | 0.0024 | 0.00 | 01:00:00 |
Nevada | 26-2723015 | |
State of Incorporation | IRS Employer Identification No. |
Large accelerated filer
|
o |
Accelerated filer
|
o |
Non-accelerated filer
|
o |
Smaller reporting company
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þ |
4 | |||||
9 | |||||
15 | |||||
15 | |||||
18 | |||||
21 | |||||
22 | |||||
27 | |||||
27 | |||||
37 | |||||
F-1 | |||||
36 | |||||
36 | |||||
37 | |||||
38 | |||||
42 | |||||
45 | |||||
47 | |||||
47 | |||||
48 | |||||
49 |
●
|
The large land package with widespread areas of anomalous gold values;
|
●
|
Although some preliminary testing has been done on portions of the property, the majority of the land package has virgin placer gravels and large quartz veins that have never been explored or tested. The geologic setting of the property is favorable for the concentration of placer gold in the local gravels that occur in drainage channels and elevated benches and for lode gold that occurs within the early Proterozoic granitic rocks as auriferous quartz fissure veins with locally abundant sulfides and iron oxides.
|
●
|
Auriferous quartz and quartz-sulfide veins occur on the leased claims. These veins ranged up to several feet in width and have strike lengths ranging from hundreds to thousands of feet.
|
●
|
Prior to commencing the survey, extensive samplings were analyzed locally at multiple depths demonstrating the potential for high grade gold findings throughout the property. Modern access for heavy equipment is already in place through Bonanza’s privately constructed roads, and rail is localized. Unique features appear ubiquitous throughout the immediate area, including greenstone dike extensions, placer gravel deposits, and vestiges of numerous pre-historic waterfalls. Additionally, lode gold possibilities exist due to the extensions of schist and mineralized quartz veins in the immediate area of the Congress Mine. Bonanza management believes the alluvial deposits originate from two ancient rivers that flowed in opposing directions during separate geological periods.
|
●
|
Our most recent gold assays occurred during the month of July 2012 and were surface level rock chip assays on the Company's Bureau of Land Management (BLM) claims located near the Piedmont Mine area.
|
●
|
The assays were completed based on the geological teams' recommendation to study the Piedmont Mine. Bonanza's geological team staked out and acquired the Piedmont in December 2011 as part of the planned leased claims expansion. The assays were completed at a third party globally recognized assayer.
|
●
|
Table 1: Surface area rock chip samples on our BLM land claims in the Piedmont Mine area
|
TARANTULA
|
Au (Fire)
|
Au (Fire 2)
|
Au (Fire 2)
|
Control #
|
ppb
|
Grams/per ton
|
Ounces/per ton
|
681
|
>3000
|
20.2
|
0.65
|
682
|
>3000
|
45.5
|
1.46
|
683
|
52
|
n/a
|
n/a
|
684
|
47
|
n/a
|
n/a
|
685
|
13
|
n/a
|
n/a
|
●
|
The Company also tested for the most prevalent and critical rare earth metals (REM) in the Arizona geographic region, which are Cerium, Lanthanum, Scandium, Yttrium. The tests proved positive for all four rare earth elements. The Company is now planning future tests for the other 13 critical rare earth elements and for estimates of concentration. The plan is to test for the remaining 13 metals in Canadian testing facilities where more advanced analysis can be performed.
|
●
|
Major Rare Earth Metals Uses (listed by metal):
|
●
|
Cerium is used in auto catalysts, petroleum refining, and in metal alloys.
|
● |
Lanthanum is used in hybrid engines and metal alloys.
|
●
|
Scandium is used in sports equipment, the firearms industry and dental applications.
|
●
|
Yttrium is used in red color, fluorescent lamps, ceramics, and as an agent in metal alloys with applications to superconductors and medical devices.
|
●
|
our ability to locate a profitable mineral property
|
●
|
our ability to generate revenues
|
●
|
our ability to reduce exploration costs.
|
●
|
that a broker or dealer approve a person’s account for transactions in penny stocks; and
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●
|
the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased
In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
|
●
|
obtain financial information and investment experience objectives of the person; and
|
●
|
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
|
●
|
sets forth the basis on which the broker or dealer made the suitability determination; and
|
●
|
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
|
●
|
Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
|
1.
|
The Company was informed that the prior CEO/CFO, created a series of promissory notes, such form of notes being provided by a lawyer named John Thomas, Esq. These promissory notes and documentation provided a signed assignment of two promissory notes with Venture Capital, Inc. a group from Switzerland. Over time, including discussions with the prior CEO/CFO, new management was able to directly contact a representative of Venture Capital who claims that its signatures on the notes and the later conversions to equity were forged. The alleged improper assignment orchestrated the issuance of converted allegedly improperly transferred debt for the following numbers of shares:
|
a)
|
December 9, 2010: Tucker Financial Services, Inc. received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
b)
|
January 24, 2011; Tucker Financial Services, Inc. received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
c)
|
February 16, 2011: Stock Loan Solutions received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
d)
|
February 22, 2011: Nicolas Sprung of Tucker Financial Services, Inc. received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
e)
|
April 18, 2011: Euroline Clearing Corporation received 7,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
f)
|
April 18, 2011: Enavest International S.A., received 7,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
g)
|
April 18, 2011: Vanilla Sky, S.A. received 7,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
h)
|
June 28, 2011: Scott Geisler received 17,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
All legal opinions related to these conversions, documentations, and issuances of shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 were prepared by John Thomas, Esq. from Salt Lake City, Utah.
|
2.
|
The prior CEO/CFO personally sent $39,000 to a cable company in the Dominican Republic in which current management has been informed that David Janney owns/controls this company. The prior CEO/CFO has, to date, refused to provide new management and our auditors’ invoices or evidence of the uses of these funds.
|
3.
|
John Thomas signed various documents as a Board member of the Company, a position which he has never lawfully held, including the transaction with Asher Enterprises, Inc., pursuant to which Asher received 53,000,000 shares of Bonanza common stock which represented about thirty-two (32%) percent of the issued and outstanding shares of the Company. Current management has negotiated the cash payment of this note and has cancelled the 53,000,000 common shares held in escrow.
|
4.
|
The prior CEO/CFO entered another problematic agreement with Amazon Holding LLC to pay a finder’s fee for raising $250,000 in the acquisition of mining property. These finder’s fees were 100% of the entire transaction with a 24% interest rate and current management is of the belief that David Janney was to receive 50% of those payments. Management disputes this agreement with Amazon Holdings, LLC.
|
5.
|
Timeline of Events:
|
a.
|
The Company agreed to issue 5 million shares of restricted Bonanza Goldfields common stock to Mr. Janney as a form of compensation. The shares will be paid in two tranches. The first 2,500,000 shares should be issued upon the execution of the settlement and is issued on March 19, 2012. The second 2,500,000 shares were to be issued six months from the execution date of the settlement but have not been issued.
|
b.
|
The funds held in escrow by Christine Wright at the Wright Law Firm, P.A. on behalf of Freedom Boat, LLC for a loan under Mr. Janney’s name will be considered payment in full for Mr. Janney's return of 20,000,000 shares to the treasury on August 29, 2011.
|
c.
|
Mr. Janney agreed not to sell any more than 1,000,000 shares of his personal holdings of Bonanza Goldfields common stock in the open market in any thirty-day period.
|
d.
|
Mr. Janney agreed to return to the Company all of the Company’s property in his possession or in the possession of his family or agents including without limitation Bonanza's files and all documentation (and all copies thereof) dealing with the finances, operations and activities of the Company, its clients, employees or suppliers.
|
Periods
|
High
|
Low
|
||||||
Fiscal Year 2012
|
||||||||
First Quarter July – September 2011
|
$ | 0.007 | $ | 0.018 | ||||
Second Quarter October – December 2011
|
0.0069 | 0.018 | ||||||
Third Quarter January – March 2012
|
0.005 | 0.021 | ||||||
Fourth Quarter April – June 2012
|
0.018 | $ | 0.0165 | |||||
Fiscal Year 2011
|
||||||||
First Quarter July – September 2010
|
$ | 0.006 | $ | 0.006 | ||||
Second Quarter October – December 2010
|
0.01 | 0.0085 | ||||||
Third Quarter January – March 2011
|
0.0093 | 0.0081 | ||||||
Fourth Quarter April – June 2011
|
0.012 | $ | 0.0085 |
a)
|
December 9, 2010: Tucker Financial Services, Inc. received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
b)
|
January 24, 2011; Tucker Financial Services, Inc. received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
c)
|
February 16, 2011: Stock Loan Solutions received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
d)
|
February 22, 2011: Nicolas Sprung of Tucker Financial Services Inc. received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
e)
|
April 18, 2011:
Euroline Clearing Corporation received 7,000,000 common shares
alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of
$2,900
of debt
.
|
f)
|
April 18, 2011: Enavest International S.A., received 7,000,000 common
shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion
of $2,900
of debt
.
|
g)
|
April 18, 2011: Vanilla Sky, S.A. received 7,000,000 common
shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion
of $2,900
of debt.
|
h)
|
June 28, 2011: Scott Geisler received 17,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933
(although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
a.
|
The Company agreed to issue 5 million shares of restricted Bonanza Goldfields common stock to Mr. Janney as a form of compensation. The shares will be paid in two tranches. The first 2,500,000 shares should be issued upon the execution of the settlement and is issued on March 19, 2012. The second 2,500,000 shares were to be issued six months from the execution date of the settlement but have not been issued.
|
b.
|
The funds held in escrow by Christine Wright at the Wright Law Firm, P.A. on behalf of Freedom Boat, LLC for a loan under Mr. Janney’s name will be considered payment in full for Mr. Janney's return of 20,000,000 shares to the treasury on August 29, 2011.
|
c.
|
Mr. Janney agreed not to sell any more than 1,000,000 shares of his personal holdings of Bonanza Goldfields common stock in the open market in any thirty-day period.
|
d.
|
Mr. Janney agreed to return to the Company all of the Company’s property in his possession or in the possession of his family or agents including without limitation Bonanza's files and all documentation (and all copies thereof) dealing with the finances, operations and activities of the Company, its clients, employees or suppliers.
|
Statements of Operations Data:
|
||||||||
Year Ended June 30,
|
||||||||
2012
|
2011
|
|||||||
Revenues
|
$ | - | $ | - | ||||
Operating and Other Expenses
|
(1,091,355 | ) | (2,409,959 | ) | ||||
Net Loss
|
$ | (1,091,355 | ) | $ | (2,409,959 | ) | ||
Balance Sheets Data:
|
||||||||
As of June 30,
|
||||||||
2012 | 2011 | |||||||
Current Assets
|
$ | 105,823 | $ | 23,306 | ||||
Total Assets
|
399,590 | 280,556 | ||||||
Current Liabilities
|
1,166,400 | 820,025 | ||||||
Non Current Liabilities
|
- | - | ||||||
Total Liabilities
|
1,166,400 | 820,025 | ||||||
Working Capital (Deficit)
|
(1,060,577 | ) | (796,719 | ) | ||||
Shareholders' Equity (Deficit)
|
(766,810 | ) | (539,469 | ) |
●
|
The large land package with widespread areas of anomalous gold values; large iron oxide rich quartz veins which exhibit mineralogical and structural similarities to the Congress, Niagara, Queen of the Hills, Golden Wave and other mineralized, economic vein systems in the area; and the presence of placer gold in widespread gravels indicates that the leased claims may host a large, potentially economic gold deposit and undoubtedly represents an excellent exploration target with potential for both placer and lode gold production from auriferous placers and veins.
|
●
|
Although some preliminary testing has been done on portions of the property, the majority of the land package has virgin placer gravels and large quartz veins that have never been explored or tested.
|
●
|
The geologic setting of the property is favorable for the concentration of placer gold in the local gravels that occur in drainage channels and elevated benches and for lode gold that occurs within the early Proterozoic granitic rocks as auriferous quartz fissure veins with locally abundant sulfides and iron oxides.
|
●
|
Auriferous quartz and quartz-sulfide veins occur on the leased claims and many exhibit the same characteristics as those in the Congress Mine and other mines in the area. These veins ranged up to several feet in width and have strike lengths ranging from hundreds to thousands of feet.
|
a)
|
December 9, 2010: Tucker Financial Services, Inc. received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
b)
|
January 24, 2011; Tucker Financial Services, Inc. received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
c)
|
February 16, 2011: Stock Loan Solutions received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
d)
|
February 22, 2011: Nicolas Sprung of Tucker Financial Services, Inc. received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
e)
|
April 18, 2011:
Euroline Clearing Corporation received 7,000,000 common shares
alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of
$2,900
of debt
.
|
f)
|
April 18, 2011: Enavest International S.A., received 7,000,000 common
shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion
of $2,900
of debt
.
|
g)
|
April 18, 2011: Vanilla Sky, S.A. received 7,000,000 common
shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion
of $2,900
of debt
.
|
h)
|
June 28, 2011: Scott Geisler received 17,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933
(although new management believes that such exemption was not available)
for the conversion of $2,900
of debt
.
|
TABLE OF CONTENTS | Page | |||
Report of Independent Registered Public Accounting Firm
|
F-2 | |||
Balance Sheets
|
F-3 | |||
Statements of Operations
|
F-4 | |||
Statements of Stockholders’ Deficit
|
F-5 | |||
Statements of Cash Flows
|
F-6 | |||
NOTES TO FINANCIAL STATEMENTS
|
F-7 |
(An Exploration Stage Company)
|
||||
BALANCE SHEETS
|
(An Exploration Stage Company)
|
|||||
STATEMENTS OF OPERATIONS
|
|||||
FOR THE YEARS ENDED JUNE 30, 2012 AND 2011 AND
|
|||||
THE PERIOD FROM MARCH 6, 2008 (INCEPTION) THROUGH JUNE 30, 2012
|
For the Period
|
||||||||||||
from March 6, 2008
|
||||||||||||
(inception) through
|
||||||||||||
2012
|
2011
|
June 30, 2012
|
||||||||||
REVENUE
|
$ | - | $ | - | $ | - | ||||||
OPERATING EXPENSES:
|
||||||||||||
General and administrative
|
768,056 | 1,411,239 | 2,510,179 | |||||||||
Exploration expense
|
66,282 | 106,782 | 249,320 | |||||||||
Impairment of mining claims
|
- | 615,700 | 714,700 | |||||||||
Impairment of other assets
|
- | 32,122 | 32,122 | |||||||||
Total operating expenses
|
834,338 | 2,165,843 | 3,506,321 | |||||||||
OTHER EXPENSES:
|
||||||||||||
Interest expense
|
192,517 | 94,832 | 2,886,749 | |||||||||
Loss on settlement of litigation
|
59,000 | - | 59,000 | |||||||||
Loss on settlement of accounts payable
|
5,500 | 27,514 | 33,014 | |||||||||
Loss on debt conversion
|
- | 121,770 | 121,770 | |||||||||
Total other expense
|
257,017 | 244,116 | 3,100,533 | |||||||||
NET LOSS
|
$ | (1,091,355 | ) | $ | (2,409,959 | ) | $ | (6,606,854 | ) | |||
NET LOSS PER COMMON SHARE:
|
||||||||||||
Basic and diluted
|
$ | (0.00 | ) | $ | (0.02 | ) | ||||||
Weighted average common shares outstanding, basic and diluted
|
298,840,858 | 156,100,500 |
(An Exploration Stage Company)
|
|||||||||||||
STATEMENT OF STOCKHOLDER' DEFICIT
|
|||||||||||||
FOR THE YEAR ENDED JUNE 30, 2012
|
|||||||||||||
AND FOR THE PERIOD FROM MARCH 6, 2008 (INCEPTION) THROUGH JUNE 30, 2012
|
Additional
|
||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Paid-in
|
Accumulated
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||||||||
|
||||||||||||||||||||||||||||
BALANCE AT MARCH 6, 2008
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
Common stock issued for compensation
|
- | - | 6,997,900 | 700 | 69,279 | - | 69,979 | |||||||||||||||||||||
Common stock issued for cash
|
- | - | 3,302,100 | 330 | 84,670 | - | 85,000 | |||||||||||||||||||||
Options issued
|
- | - | - | - | 2,500 | - | 2,500 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (103,723 | ) | (103,723 | ) | |||||||||||||||||||
BALANCE AT JUNE 18, 2008
|
- | - | 10,300,000 | 1,030 | 156,449 | (103,723 | ) | 53,756 | ||||||||||||||||||||
Forward split
|
- | - | 61,800,000 | 6,180 | (6,180 | ) | - | - | ||||||||||||||||||||
Beneficial conversion feature
|
- | - | - | - | 2,108,000 | - | 2,108,000 | |||||||||||||||||||||
Option valuation
|
- | - | - | - | 59,399 | - | 59,399 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (2,283,997 | ) | (2,283,997 | ) | |||||||||||||||||||
BALANCE AT JUNE 18, 2009
|
- | - | 72,100,000 | 7,210 | 2,317,668 | (2,387,720 | ) | (62,842 | ) | |||||||||||||||||||
Common stock issued for interest expense
|
- | - | 11,932,260 | 1,193 | 495,567 | - | 496,760 | |||||||||||||||||||||
Common stock issued for debt conversion
|
- | - | 1,897,878 | 190 | 60,262 | - | 60,452 | |||||||||||||||||||||
Common stock cancelled
|
- | - | (14,000,000 | ) | (1,400 | ) | 1,400 | - | - | |||||||||||||||||||
Beneficial conversion feature
|
- | - | - | - | (33,172 | ) | - | (33,172 | ) | |||||||||||||||||||
Net loss
|
- | - | - | - | - | (717,820 | ) | (717,820 | ) | |||||||||||||||||||
BALANCE AT JUNE 30, 2010
|
- | - | 71,930,138 | 7,193 | 2,841,725 | (3,105,540 | ) | (256,622 | ) | |||||||||||||||||||
Common stock issued for mining claim
|
- | - | 41,700,000 | 4,170 | 454,530 | - | 458,700 | |||||||||||||||||||||
Common stock issued for services
|
- | - | 10,800,000 | 1,080 | 87,860 | - | 88,940 | |||||||||||||||||||||
Common stock issued without proper authorization
|
- | - | 86,000,000 | 8,600 | 976,500 | - | 985,100 | |||||||||||||||||||||
Common stock issued for accounts payable conversion
|
- | - | 4,780,000 | 478 | 41,586 | - | 42,064 | |||||||||||||||||||||
Common stock issued for cash
|
- | - | 34,000,000 | 3,400 | 171,600 | - | 175,000 | |||||||||||||||||||||
Common stock issued for debt conversion
|
- | - | 20,520,000 | 2,052 | 197,598 | - | 199,650 | |||||||||||||||||||||
Common stock issued with note
|
- | - | 5,000,000 | 500 | 47,887 | - | 48,387 | |||||||||||||||||||||
Common stock issued for equipment
|
- | - | 3,777,778 | 378 | 35,994 | - | 36,372 | |||||||||||||||||||||
Series A Preferred stock issued for compensation
|
3,000,000 | $ | 300 | - | - | - | - | 300 | ||||||||||||||||||||
Beneficial conversion feature
|
- | - | - | - | 50,000 | - | 50,000 | |||||||||||||||||||||
Warrants
|
- | - | - | - | 42,599 | - | 42,599 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (2,409,959 | ) | (2,409,959 | ) | |||||||||||||||||||
BALANCE AT JUNE 30, 2011
|
3,000,000 | 300 | 278,507,916 | 27,851 | 4,947,879 | (5,515,499 | ) | (539,469 | ) | |||||||||||||||||||
Common stock issued for cash
|
- | - | 55,904,764 | 5,590 | 553,410 | - | 559,000 | |||||||||||||||||||||
Common stock issued for account payables conversion
|
- | - | 750,000 | 75 | 7,425 | - | 7,500 | |||||||||||||||||||||
Stocks cancelled by David Janney, former officer
|
(3,000,000 | ) | (300 | ) | (20,000,000 | ) | (2,000 | ) | 2,300 | - | - | |||||||||||||||||
Common stock issued for services
|
- | - | 2,200,000 | 220 | 19,880 | - | 20,100 | |||||||||||||||||||||
Common stock issued for settlement of litigation
|
- | - | 2,500,000 | 250 | 29,250 | - | 29,500 | |||||||||||||||||||||
Common stock issued for interest expense
|
- | - | 1,000,000 | 100 | 14,900 | - | 15,000 | |||||||||||||||||||||
Extinguishment of debt
|
- | - | - | - | 19,327 | - | 19,327 | |||||||||||||||||||||
Warrants and options
|
- | - | - | - | 138,587 | - | 138,587 | |||||||||||||||||||||
Beneficial conversion feature
|
- | - | - | - | 75,000 | - | 75,000 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (1,091,355 | ) | (1,091,355 | ) | |||||||||||||||||||
BALANCE AT JUNE 30, 2012
|
- | $ | - | 320,862,680 | $ | 32,086 | $ | 5,807,958 | $ | (6,606,854 | ) | $ | (766,810 | ) |
BONANZA GOLDFIELDS CORPORATION
|
|||||
(An Exploration Stage Company)
|
|||||
STATEMENTS OF CASH FLOWS
|
|||||
FOR THE YEARS ENDED JUNE 30, 2012 AND 2011
|
|||||
AND FOR THE PERIOD FROM MARCH 6, 2008 (INCEPTION) THROUGH JUNE 30, 2012
|
For the Period
|
||||||||||||
from March 6, 2008
|
||||||||||||
(inception) through
|
||||||||||||
2012
|
2011
|
June 30, 2012
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net loss
|
$ | (1,091,355 | ) | $ | (2,409,959 | ) | $ | (6,606,854 | ) | |||
Adjustments to reconcile net loss to net cash
|
||||||||||||
used in operating activities:
|
||||||||||||
Depreciation
|
483 | - | 483 | |||||||||
Impairment of mining claims
|
- | 615,700 | 714,700 | |||||||||
Impairment of other assets
|
- | 32,122 | 32,122 | |||||||||
Stock-based compensation
|
213,887 | 1,116,939 | 1,477,254 | |||||||||
Amortization of debt discount
|
119,930 | 68,957 | 2,287,366 | |||||||||
Common stock issued for interest expense
|
7,300 | - | 504,060 | |||||||||
Loss on settlement of litigation
|
59,000 | - | 59,000 | |||||||||
Loss on settlement of accounts payable
|
5,500 | 27,514 | 33,014 | |||||||||
Loss on conversion of notes payable
|
- | 121,770 | 121,770 | |||||||||
Extinguishment of debt
|
- | - | 19,327 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Prepaid expenses and other current assets
|
(12,500 | ) | - | (12,500 | ) | |||||||
Accounts payable and accrued expenses
|
(36,891 | ) | 97,386 | 85,129 | ||||||||
Accrued expenses - related party
|
(38,989 | ) | 76,316 | 18,000 | ||||||||
Disputed payable
|
221,250 | - | 221,250 | |||||||||
Deferred liabilities
|
10,000 | 50,000 | 60,000 | |||||||||
Net cash used in operating activities
|
(542,385 | ) | (203,255 | ) | (985,879 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Investment in mining equipment
|
(33,173 | ) | (50,000 | ) | (149,000 | ) | ||||||
Purchase of intangible asset
|
- | - | (36,173 | ) | ||||||||
Net cash used in investing activities
|
(33,173 | ) | (50,000 | ) | (185,173 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Repayment of notes payable
|
(58,000 | ) | - | (58,000 | ) | |||||||
Proceeds from notes payable
|
50,000 | 101,300 | 355,800 | |||||||||
Proceeds from convertible note payable
|
76,875 | - | 129,875 | |||||||||
Proceeds from the sale of common stock
|
569,000 | 175,000 | 829,000 | |||||||||
Net cash provided by financing activities
|
637,875 | 276,300 | 1,256,675 | |||||||||
INCREASE (DECREASE) IN CASH
|
62,317 | 23,045 | 85,623 | |||||||||
CASH, BEGINNING OF PERIOD
|
23,306 | 261 | - | |||||||||
CASH, END OF PERIOD
|
$ | 85,623 | $ | 23,306 | $ | 85,623 | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||||||
Interest paid
|
$ | 47,100 | $ | 2,500 | $ | 555,974 | ||||||
Income taxes paid
|
$ | - | $ | - | $ | - | ||||||
NONCASH INVESTING AND FINANCING TRANSACTIONS:
|
||||||||||||
Extinguishment of debt
|
$ | 19,327 | $ | - | $ | 19,327 | ||||||
Notes issued to acquire mining claims
|
$ | - | $ | 357,000 | $ | 357,000 | ||||||
Common stocks issued to prepay interest
|
$ | 7,700 | $ | - | $ | 7,700 | ||||||
Common stocks issued for note modification
|
$ | - | $ | 48,387 | $ | 48,387 | ||||||
Common stocks issued to acquire mining claim
|
$ | - | $ | 458,700 | $ | 458,700 | ||||||
Common stock issued for fixed assets
|
$ | 7,500 | $ | 36,372 | $ | 43,872 | ||||||
Common stock issued for conversion of debt
|
$ | - | $ | 126,267 | $ | 138,332 | ||||||
Common stock to be issued for settlement of litigation
|
$ | 29,500 | $ | - | $ | 29,500 | ||||||
Common stock to be issued for note extension
|
$ | 15,500 | $ | - | $ | 15,500 |
Asset Category
|
Depreciation/
Amortization Period
|
|
Furniture and Fixture
|
5 Years
|
|
Office equipment
|
3 Years
|
|
Leasehold improvements
|
5 Years
|
June 30, 2012
|
June 30, 2011
|
|||||||
Midas Placer Mining Claim (fully impaired)
|
$ | 565,700 | $ | 565,700 | ||||
Hull Lode Mining Claim (Freedom Boat Lease)
|
250,000 | 250,000 | ||||||
Osiris Gold Joint Venture (fully impaired)
|
50,000 | 50,000 | ||||||
Total mining and equipment activity
|
865,700 | 865,700 | ||||||
Accumulated impairment of mining claims
|
(615,700 | ) | (615,700 | ) | ||||
Total Mining Claims
|
$ | 250,000 | $ | 250,000 |
June 30, 2012
|
June 30, 2011
|
|||||||
Gold Exploration LLC (a)
|
$ | 52,699 | $ | 52,699 | ||||
Dated - June 1, 2008
|
||||||||
Venture Capital International (b)
|
12,000 | 12,000 | ||||||
Dated – March 30, 2009
|
||||||||
Venture Capital International (c)
|
17,000 | 17,000 | ||||||
Dated - May 7, 2009
|
||||||||
Advantage Systems Enterprises Limited (d)
|
17,000 | 17,000 | ||||||
Dated – July 3, 2009
|
||||||||
Advantage Systems Enterprises Limited (e)
|
10,000 | 10,000 | ||||||
Dated – August 7, 2009
|
||||||||
Venture Capital International (f)
|
10,000 | 10,000 | ||||||
Dated – October 15, 2009
|
||||||||
Venture Capital International (g)
|
7,000 | 7,000 | ||||||
Dated – October 27,2009
|
||||||||
Advantage Systems Enterprises Limited (h)
|
25,000 | 25,000 | ||||||
Dated – November 9, 2009
|
||||||||
Venture Capital International (i)
|
5,000 | 5,000 | ||||||
Dated – November 23, 2009
|
||||||||
Strategic Relations Consulting, Inc. (j)
|
15,000 | 15,000 | ||||||
Dated – March 31, 2010
|
||||||||
Summit Technology Corporation, Inc. (k)
|
2,000 | 7,000 | ||||||
Dated November 22, 2010
|
||||||||
Gold Exploration LLC (l)
|
97,000 | 97,000 | ||||||
Dated – July 29, 2010
|
||||||||
Freedom Boat, LLC (m)
|
250,000 | 250,000 | ||||||
Dated February 7, 2011
|
||||||||
Asher Enterprises, Inc. – Convertible Note (n)
|
- | 53,000 | ||||||
Dated April 6, 2011
|
||||||||
Dr. Linh Nguyen (o)
|
25,000 | 25,000 | ||||||
Dated May 23, 2011
|
||||||||
Charles Chapman (p)
|
50,000 | - | ||||||
Dated December 27, 2011
|
||||||||
Leroy Steury (q)
|
76,875 | - | ||||||
Dated March 12, 2012
|
||||||||
Total Notes payable
|
$ | 671,574 | $ | 602,699 | ||||
Less: current portion of long-term debt
|
(671,574 | ) | (573,269 | ) | ||||
Less: discount applicable to Freedom Boat, LLC Note
|
- | (29,430 | ) | |||||
Long-term debt
|
$ | - | $ | - |
a)
|
December 9, 2010: Tucker Financial Services, Inc. received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
b)
|
January 24, 2011; Tucker Financial Services, Inc. received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
c)
|
February 16, 2011: Stock Loan Solutions received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
d)
|
February 22, 2011: Nicolas Sprung of Tucker Financial Services, Inc. received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
e)
|
April 18, 2011:
Euroline Clearing Corporation received 7,000,000 common shares
alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of
$2,900
of debt
.
|
f)
|
April 18, 2011: Enavest International S.A., received 7,000,000 common
shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion
of $2,900 of debt.
|
g)
|
April 18, 2011: Vanilla Sky, S.A. received 7,000,000 common
shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion
of $2,900
of debt
.
|
h)
|
June 28, 2011: Scott Geisler received 17,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933
(although new management believes that such exemption was not available)
for the conversion of $2,900
of debt
.
|
|
Outstanding Options
|
|||||||||||||||||||
Shares
Available for
Grant
|
Number of
Shares Granted
|
Weighted
Average
Exercise Price
|
Weighted Average
Remaining
Contractual Life
(years)
|
Aggregate
Intrinsic Value
|
||||||||||||||||
June 30, 2010
|
1,000,000
|
-
|
-
|
$
|
-
|
|||||||||||||||
Grants
|
6,000,000
|
$ |
0.01
|
|||||||||||||||||
Forfeitures
|
-
|
-
|
||||||||||||||||||
June 30, 2011
|
19,000,000
|
6,000,000
|
$ |
0.01
|
3.99
|
-
|
||||||||||||||
Grants
|
19,500,000
|
$ |
0.02
|
|||||||||||||||||
Forfeitures
|
-
|
-
|
||||||||||||||||||
June 30, 2012
|
9,500,000
|
25,500,000
|
$ |
0.02
|
3.72
|
120,000
|
Fiscal Year 2012
|
Fiscal Year 2011
|
|||||
Stock price on grant date
|
$ |
0.0071~$0.03
|
$ | 0.0071 | ||
Expected dividend yield
|
None
|
None
|
||||
Volatility
|
238.96%~273.09 % | 270.33 | % | |||
Weighted average risk free interest rate
|
0.77%~0.95 % | 1.40 | % | |||
Weighted average expected life (in years)
|
4.00~5.00
|
4.00 |
June 30, 2012
|
June 30, 2011
|
|||||||
Current:
|
||||||||
Federal
|
$ | - | $ | - | ||||
State
|
- | - | ||||||
- | - | |||||||
Deferred:
|
||||||||
Federal
|
(271,581 | ) | (132,101 | ) | ||||
State
|
(78,999 | ) | (38,426 | ) | ||||
(350,580 | ) | (170,527 | ) | |||||
Valuation allowance
|
350,580 | 170,527 | ||||||
Provision (benefit) for income taxes, net
|
$ | - | $ | - |
June 30, 2012
|
June 30, 2011
|
|||||||
Statutory federal income tax rate
|
34.0 | % | 34.0 | % | ||||
State income taxes and other
|
9.0 | % | 9.0 | % | ||||
Valuation allowance
|
(43.0 | %) | (43.0 | %) | ||||
Effective tax rate
|
- | - |
June 30, 2012
|
June 30, 2011
|
|||||||
Net operating loss carryforward
|
1,653,958 | 1,303,378 | ||||||
Valuation allowance
|
(1,653,958 | ) | (1,303,378 | ) | ||||
Deferred income tax asset
|
$ | - | - |
1.
|
The Company was informed that the prior CEO/CFO, created a series of promissory notes, such form of notes being provided by a lawyer named John Thomas, Esq. These promissory notes and documentation provided a signed assignment of two promissory notes with Venture Capital, Inc. a group from Switzerland. Over time, including discussions with the prior CEO/CFO, new management was able to directly contact a representative of Venture Capital who claims that its signatures on the notes and the later conversions to equity were forged. The alleged improper assignment orchestrated the issuance of converted allegedly improperly transferred debt for the following numbers of shares:
|
a)
|
December 9, 2010: Tucker Financial Services, Inc. received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
b)
|
January 24, 2011; Tucker Financial Services, Inc. received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
c)
|
February 16, 2011: Stock Loan Solutions received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
d)
|
February 22, 2011: Nicolas Sprung of Tucker Financial Services, Inc. received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
e)
|
April 18, 2011: Euroline Clearing Corporation received 7,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
f)
|
April 18, 2011: Enavest International S.A., received 7,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
g)
|
April 18, 2011: Vanilla Sky, S.A. received 7,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.
|
h)
|
June 28, 2011: Scott Geisler received 17,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although Mr. Geisler had no knowledge of the documentation provided by John Thomas was false) for the conversion of $2,900 of debt. On February 23, 2012, the Company cancelled the common shares and reissued based upon the original pricing of the shares.
|
2.
|
The prior CEO/CFO personally sent $39,000 to a cable company in the Dominican Republic in which current management has been informed that David Janney owns/controls this company. The Company settled this issue with David Janney in the settlement agreement discussed in Note 10.
|
3.
|
John Thomas signed various documents as a Board member of the Company, a position which he has never lawfully held, including the transaction with Asher Enterprises, Inc., pursuant to which Asher received 53,000,000 shares of Bonanza common stock which represented about thirty-two (32%) percent of the issued and outstanding shares of the Company in exchange for a $53,000 promissory note. Current management has negotiated the cash payment of this note and has cancelled the 53,000,000 common shares held in escrow.
|
a.
|
The Company agreed to issue 5 million shares of restricted Bonanza Goldfields common stock to Mr. Janney as a form of compensation. The shares will be paid in two tranches. The first 2,500,000 shares should be issued upon the execution of the settlement and is issued on March 19, 2012. The second 2,500,000 shares were to be issued six months from the execution date of the settlement but have not been issued.
|
b.
|
The funds held in escrow by Christine Wright at the Wright Law Firm, P.A. on behalf of Freedom Boat, LLC for a loan under Mr. Janney’s name will be considered payment in full for Mr. Janney's return of 20,000,000 shares to the treasury on August 29, 2011.
|
c.
|
Mr. Janney agreed not to sell any more than 1,000,000 shares of his personal holdings of Bonanza Goldfields common stock in the open market in any thirty-day period.
|
d.
|
Mr. Janney agreed to return to the Company all of the Company’s property in his possession or in the possession of his family or agents including without limitation Bonanza's files and all documentation (and all copies thereof) dealing with the finances, operations and activities of the Company, its clients, employees or suppliers.
|
Name
|
Age
|
Title
|
||
Michael Stojsavljevich
|
39
|
Chief Executive Officer, Principle Accounting Officer, President Secretary and Director(3)
|
||
Scott Geisler
|
50
|
Former Chief Executive Officer, Principle Accounting Officer, President Secretary, and Director (1)
|
||
David Janney | 49 | Former Chief Executive Officer, Principle Accounting Officer, President Secretary, and Director(5) | ||
Pen Foo | 51 | Former Chief Financial Officer (2) | ||
William Berridge |
59
|
Former Director(4) | ||
Peter Cao
|
46
|
Director (6)
|
||
Baoky Vu
|
45
|
Director (4)
|
1.
|
Effective June 1, 2012, Scott Geisler resigned as Chief Executive Office, Principal Financial Officer and as a member of the Board of Directors;
|
2.
|
Effective May 11, 2012, Pen Foo resigned as Chief Financial Officer and Principle Accounting Officer;
|
3.
|
Effective June 20, 2012, Michael Stojsavljevich was appointed Chief Executive Officer, Principle Accounting Officer, President, Secretary and Director;
|
4.
|
Effective July 25, 2012, William Berridge resigned as Director and Baoky Vu was appointed new Director of the Company;
|
5.
|
Effective October 24, 2011, David Janney resigned as Chief Executive Office, Principal Financial Officer and as a member of the Board of Directors;
|
6.
|
Effective April 20, 2012, Peter Cao was appointed as Chief Executive Officer and Director and on June 26, 2012, Mr. Cao resigned as Chief Executive Officer and remained as a Director.
|
1.
|
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
|
|
2.
|
Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
3.
|
Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
|
a.
|
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
|
|
b.
|
Engaging in any type of business practice; or
|
|
c.
|
Engaging in any activity in connection with the purchase or sale of any security or commodity or in
connection with any violation of Federal or State securities laws or Federal commodities laws;
|
4.
|
Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
|
|
5.
|
Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
|
|
6.
|
Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
|
|
7.
|
Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
a.
|
Any Federal or State securities or commodities law or regulation; or
|
|
b.
|
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
|
c.
|
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
8.
|
Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
Name and Address of Owner
|
Title of Class
|
Number
of Shares
Owned (1)
|
Percentage
of Class
|
||||||
Michael Stojsavljevich
2415 East Camelback Road, Suite 700, Phoenix, AZ 85016
|
Common Stock
|
||||||||
Peter Cao
2415 East Camelback Road, Suite 700, Phoenix, AZ 85016
|
Common Stock
|
||||||||
Baoky Vu
2415 East Camelback Road, Suite 700, Phoenix, AZ 85016
|
Common Stock
|
||||||||
All Officers and Directors
As a Group (3 persons)
|
|||||||||
Scott Geisler
19803 Gulf Blvd, #501
Indian Shores, FL 33785
|
Common Stock
|
19,500,000
|
(2) |
6.06
|
%
|
(1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.
|
(2) The amount held by Scott Geisler includes 7,500,000 that is held in escrow by the transfer agent.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation($)
|
Total
($)
|
||||||||||||||||||||||||||
Michael Stojsavljevich CEO & CFO, Director
|
2012
2011
|
1,650
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
1,650
-
|
||||||||||||||||||||||||||
Scott Geisler, former CEO &CFO, Director
|
2012
2011
|
77,222
-
|
75,000
-
|
146,250
|
-
-
|
-
-
|
-
-
|
-
-
|
298,472
-
|
||||||||||||||||||||||||||
David Janney, former CEO & CFO, Director
|
2012
2011
|
-
155,900
|
-
-
|
29,500
465,620
|
-
-
|
-
-
|
-
-
|
-
-
|
29,500
621,520
|
||||||||||||||||||||||||||
Pen-Mun Foo, former CFO, Director
|
2012
2011
|
-
-
|
-
-
|
10,300
-
|
-
-
|
-
-
|
-
-
|
-
-
|
10,300
-
|
||||||||||||||||||||||||||
William Berridge, former Director
|
2012
2011
|
37,725*
17,078
|
-
-
|
11,000
-
|
-
-
|
-
-
|
-
-
|
-
-
|
48,725
17,078
|
||||||||||||||||||||||||||
Peter Cao, COO and Director
|
2012
2011
|
2,500 - |
-
-
|
-
-
|
198,519
-
|
-
-
|
-
-
|
-
-
|
201,019
-
|
||||||||||||||||||||||||||
Pamela Thompson, Treasurer
|
2012
2011
|
17,000
10,000
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
17,000
10,000
|
Option Awards | Stock Awards | |||||||||||||||||||||||||||||
Name
|
Year
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
|
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)
|
||||||||||||||||||||
Exercisable
|
Unexercisable
|
|||||||||||||||||||||||||||||
Michael Stojsavljevich
|
2012
2011
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
||||||||||||||||||||
Scott Geisler
|
2012
2011
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
||||||||||||||||||||
David Janney
|
2012
2011
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
||||||||||||||||||||
Pen-Mun Foo
|
2012
2011
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
||||||||||||||||||||
William Berridge,
|
2012
2011
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
||||||||||||||||||||
Peter Cao
|
2012
2011
|
4,000,000
-
|
8,000,000
-
|
-
-
|
0.025
-
|
May 8, 2017
-
|
-
-
|
-
-
|
-
-
|
-
-
|
||||||||||||||||||||
Pamela Thompson
|
2012
2011
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
Name and Address of Owner
|
Title of Class
|
Number
of Shares
Owned (1)
|
Percentage
of Class
|
||||||
Michael Stojsavljevich
2415 East Camelback Road, Suite 700, Phoenix, AZ 85016
|
Common Stock
|
- | - | ||||||
Peter Cao
2415 East Camelback Road, Suite 700, Phoenix, AZ 85016
|
Common Stock
|
- | - | ||||||
Baoky Vu
2415 East Camelback Road, Suite 700, Phoenix, AZ 85016
|
Common Stock
|
- | - | ||||||
All Officers and Directors
As a Group (3 persons)
|
|||||||||
Scott Geisler
19803 Gulf Blvd, #501
Indian Shores, FL 33785
|
Common Stock
|
19,500,000 | 6.06 | % | |||||
Charles Chapman
206 South Grand Avenue
Santa Ana, CA 92701
|
Common Stock
|
17,937,500 | 5.57 | % | |||||
Terrill Beckerman
1212 Briar Creek Drive
Little Rock, Arkansas 72211
|
Common Stock
|
23,666,667 | 7.35 | % |
(1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.
|
(2) Mr. Cao received options valued at $198,519 when joining the company in March of 2012. Mr. Cao's contract with the company was revised by the present Board of Directors in July of 2013 replacing the options with a stock grant. The stock for Mr. Cao, Mr. Stojsavljevich and Mr. Vu has not yet been issued. Mr. Cao has requested that the options remain in effect until the shares of stock are issued
|
- | $14,578 to Auric Resources Int. for geological services. The owner was Mr. Berridge a Board Member at that time. | |
- | $46,238 was accrued salary to former CEO David Janney. Mr. Janney as CEO and sole Director and sole officer decided to accrue this amount for his service from July 1, 2011 to October 24, 2011. | |
- | When Michael Stojsavljevich became CEO he was advised Mr. Janney may have withdrawn approximately $90,000 during that time period of July 1, 2011 to October 24, 2011. The opinion of the new CEO, accountant and auditor was that Mr. Janney withdrew amounts in excess of his salary that offset the outstanding payable to him. |
3.1
|
Articles of Incorporation(1)
|
3.2
|
Bylaws (4)
|
10.1
|
Agreement with Gold Explorations, LLC and Bonanza Goldfields, Corp., dated July 1, 2009.(2)
|
10.2
|
Peter Cao Chief Operating Officer employment agreement (3)
|
10.3
|
Scott Geisler Chief Executive Officer employment agreement (3)
|
10.13
|
Judgetown Lease Agreement dated September 14, 2012 (4)
|
10.14
|
David Janney Mutual Release Dated February 19, 2013 (4)
|
10.15
|
Scott Geisler Settlement and Mutual Release Date June 14, 2012 (4)
|
10.16
|
Choice Capital Agreement dated September 13, 2012 (4)
|
10.17 |
David Janney Settlement and Mutual Release Agreement
|
Arizona Map of Bonanza Properties | |
10.19 | Bonanza Map of BLM and Patented Claims in Arizona |
16.1 | Auditor Letter from Tavaran, Askelson and Company |
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
|
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
|
|
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
|
(1)
|
Incorporated by reference to the Company’s filing on Form S1/A, as filed with the Securities and Exchange Commission on September 11, 2008.
|
(2)
|
Incorporated by reference to the corresponding exhibits on the Company’s filing on Form 10-Q, as filed with the Securities and Exchange Commission on March 14, 2012 for the period ended September 30, 2011.
|
(3)
|
Incorporated by reference to the corresponding exhibits on the Company’s filing on Form 8-K, as filed with the Securities and Exchange Commission on October 5, 2012.
|
(4)
|
Incorporated
by reference to the corresponding Company’s filing on Form 10-Q, as filed with the Securities and Exchange Commission on May 14, 2013 for the period ending March 31, 2013.
|
Registrant | Bonanza Goldfields Corporation | ||
Date: July19, 2013
|
By: | /s/ Michael Stojsavljevich | |
Michael Stojsavljevich
|
|||
Chief Executive Officer
|
Date: July19, 2013
|
By: | /s/ Michael Stojsavljevich | |
Michael Stojsavljevich
|
|||
Chief Financial Officer
|
|||
(Principal Accounting Officer) |
Date: July19, 2013
|
By: | /s/ Michael Stojsavljevich | |
Michael Stojsavljevich
|
|||
Director
|
Date: July19, 2013
|
By: | /s/ Peter Cao | |
Peter Cao
|
|||
Director
|
Date: July19, 2013
|
By: | /s/ Baoky Vu | |
Baoky Vu
|
|||
Director
|
1 Year Bonanza Goldfields (PK) Chart |
1 Month Bonanza Goldfields (PK) Chart |
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