What changed in this filing

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Item 1. Business

2013-10-15 compared with 2012-09-28 · 110 added, 20 removed, 53 unchanged (71% of the section changed)

We are an exploration stage company engaged in the acquisition and exploration of gold mineral properties and rare earth elements in North America.

We are an exploration stage company and that there is no assurance that a commercially viable mineral deposit exist on any of our properties and that further exploration will be required.

Our exploration target is to find exploitable minerals on our properties and to raise adequate funding to begin processing our land.

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We are unable to assure you we will be able to raise the additional funds necessary to implement any future exploration or extraction program even if mineralization is found.

It is our objective to identify mineral prospect properties of merit, conduct preliminary exploration work, and if results are positive, to “prove up” mineral resources through processing in a world where we believe capital is transitioning to the safety of gold.

It is our objective in fiscal year 2014 to identify mineral prospect properties of merit, conduct preliminary exploration work, and if results are positive, to process mineral resources through a market where we believe capital is transitioning to the safety of gold.

Our management contends that this business model is timely in a world of financial and currency instability with escalating mineral demand.

As evidenced by recent market trends, gold and rare earth elements have continued to hold or increase in price over the past year.

However, as the landscape for gold changed in April of 2013, raising adequate capital became much more difficult to secure at a reasonable rate.

To ensure the viability of the Company, management entered into an asset purchase agreement with Gunner Gold LLC, which closed in September 2013.

The asset purchase agreement allows the Company to retain critical assets such as our mining claim to the land of Bureau of Land Management (“BLM”) and the patented Hull Lode claim.

It also grants a royalty to the Company on revenues produced on the BLM land while giving the Company 3.3 million units of Gunner Gold, LLC.

Our areas of exploration are in geopolitically stable North American areas.

We maintain one project located in Arizona, of which management believes and has independently tested to have near-surface gold mineralization and the presence of certain critical rare earth elements.

Bonanza management continues to focus all efforts on the flagship Tarantula Project, Congress, Arizona.

Bonanza Goldfields’ flagship Tarantula Project consists of 38 lode claims covering 600 acres of patented, private property claims and BLM claims in the Date Creek Mountains, Arizona consisting of both alluvial and mineralized quartz deposits, as well as the presence of certain rare earth elements.

A Preliminary Geological Survey as well as subsequent testing and assays of the Tarantula Project claim were prepared by Auric Resources International, Inc.

We have acquired 3 sets of mineral properties in the state of Arizona.

The first is federal mining claims on BLM land totaling 435 acres.

The second was 130.76 acres of patented land we leased for an initial term of two years with an option to buy from Judgetown LLC.

This lease option to the Judgetown LLC patented property has been sold to Gunner Gold, LLC in September 2013.

This relieved the Company of a large and growing debt to Judgetown LLC.

The lease agreement with Judgetown was effective on October 15, 2012 and was sold in September 2013.

The third property is referred to as the Hull land and is approximately 20 acres of patented land which we have purchased with funds borrowed from Freedom Boat and remains in Bonanza’s possession but is being leased to Gunner Gold LLC for 2 years commencing in September 2013.

The Company also sold its Yukon 25 plant to Gunner Gold, LLC.

Bonanza Goldfields Corp also retired certain debt with proceeds from the asset purchase agreement.

This investment into Gunner Gold, LLC and the reduction of debt will allow us to redefine a corporate strategy in light of the underperformance of the gold mining industry in 2013.

Management believes that the current structure allows investors to benefit from a rebound in gold but in the event that the gold price remains at current levels the Company now has the flexibility to examine entering other businesses.

Historical Background:

The Judgetown lease, with an effective date of October 15, 2012, was executed on or before September 30, 2012 between our Company and Judgetown LLC, an Arizona Limited Liability Company located in Arizona.

The leased premises consist of 130.76 acres in the county of Yavapai, Arizona in the Date Creek Mountain range.

The lease is exclusive to the Company and our successors and assigns all of Judgetown LLC’s interest in and to all mining rights and minerals beneath the surface of, within, or that may be produced from the premises.

The lease granted the following to us for a period of two years unless terminated pursuant to the lease;

Mining and Access Rights, Cross Mining, Commingling, Deposit of Waste Materials, Treatment and Water Rights.

The lease obligation, as amended, is $320,000 for the period commencing on January 15, 2013.

An option to purchase the land was also granted for a price of $1,500,000 less lease payments.

The lease with an option to purchase was amended on February 1, 2013 to reflect a new owner and to amend the payment schedule and amount.

As of October 2013,our leased lands consist of 38 lode claims covering about 455 acres of patented, private property claims and BLM claims in the Date Creek Mountains, Arizona consisting of both alluvial and mineralized quartz deposits, as well as the presence of certain rare earth elements.

A Preliminary Geological Survey as well as subsequent testing and assays of the leased claims were prepared by Auric Resources International, Inc.

of Wickenburg, Arizona.

Shareholders can access the report and test results at Bonanza Goldfields' official website:

Shareholders can access the report and test results at our website:

www.bonanzagoldfields.com (such website and its contents are not to be incorporated by reference to this report).

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The large land package with widespread areas of anomalous gold values;

proximity to the Congress Mine;

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 Tarantula Property 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 Tarantula Property and many exhibit the same characteristics as those in the Congress Mine and other mines in the area.

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.

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Modern access for heavy equipment is already in place through Bonanza’s privately constructed roads, and rail is localized.

The claims are directly adjacent to the world famous historic Congress Mine, Arizona.

The Congress Mine operated between 1887 and 1959 producing, according to managements understanding, about 400,000 ounces of lode gold (although past performance provides no assurances regarding future production).

Unique features appear ubiquitous throughout the immediate area, including greenstone dike extensions, placer gravel deposits, and vestiges of numerous pre-historic waterfalls.

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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 (subsection of the Tarantula Project).

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 Tarantula Project expansion.

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.

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Yttrium is used in red color, fluorescent lamps, ceramics, and as an agent in metal alloys with applications to superconductors and medical devices.

We expanded our flagship Tarantula Project with the acquisition of the Piedmont Mine, gold and silver mine in operation until 1940.

The Piedmont Mine has been deemed by the Bonanza geological team a strategic addition to the Tarantula Project.

The acquisition expands the Tarantula Project to 38 lode mining claims covering over 600 acres of contiguous property directly adjacent to the historic Congress Mine which produced over 400,000 ounces of lode gold between 1887 and 1959.

We expanded our geological footprint with the acquisition of the Piedmont Mine, gold and silver mine in operation until 1940.

The Piedmont Mine has been deemed by the Bonanza geological team a strategic addition to leased claims.

The acquisition expands the geological footprint to 38 lode mining claims covering about 600 acres of contiguous property.

There are gold-bearing quartz fissure veins that closely follow “greenstone” (andesite or diabase) dikes that occur along east-west and northwest-southeast trending structures in early Proterozoic granitic rocks.

The veins range from a few inches to several feet in width, with up to several hundred feet and unknown depth.

The mineralogy of the veins consists of auriferous quartz with silver and varying amounts of sulfides, primarily pyrite with smaller amounts of galena, chalcopyrite, and sphalerite, and locally molybdenite.

Hematite is locally prevalent as masses and relic structures formed from oxidation of the pyrite.

The highest grade gold is generally associated with the highest concentrations of pyrite.

We have not completed a Canadian NI 43-101 report or an American equivalent and do not know what our proven reserves are, but we are in the process of doing an internal resource estimate based on the placer material run to date and the assays we have completed and are in the process of completing on our load material.

This will include our rock chip analysis that can be used to estimate load material and is being conducted by our internal geologist and we are using an accredited external assayer in Prescott, Arizona named Copper State Labs.

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.

Additional exploration (mapping, sampling, bulk-sampling geophysics, drilling, etc.) must be conducted in order to determine the areal extent, volumes, grades, and values of auriferous quartz veins and gravels within the expanded claim block.

The large land package with widespread areas of anomalous gold values;

proximity to the Congress Mine;

large iron oxide rich quartz veins which exhibit mineralogic and structural similarities to the Congress, Niagra, Queen of the Hills, Golden Wave and other mineralized, economic vein systems in the area;

There was some surface disturbance before Bonanza Goldfields acquired the property.

There are a few existing adits and test pits, and a network of roads built by the previous owner who was selling boulders to housing developments.

There is no known contamination of the area.

The mining activity appears to be limited to small adits and test pits.

Remediation of the site will be an ongoing process.

Excavations will first be filled with the oversize material which has been separated by grizzly from the bank run feed materials from each excavation.

Finally, the upper 6” - 12” of soil, which has been stored during initial site preparation, will be placed on top of the oversize materials in order to enhance revegetation of the area.

Care will be taken to prevent erosion on slopes, and where necessary runoff will be diverted by water bars and terracing.

All improved access roads will be graded to natural contour and water bars will be utilized to prevent erosion.

Since some of the area of operations is near a natural drainage, efforts will be taken to ensure the natural flow is restored upon completion of the operation.

A breakdown of the exploration timetable and budget, including estimated amounts that will be required for each exploration activity, such as geophysics, geochemistry, surface sampling, drilling, etc.

for each prospect are as follows:

The timetable will depend on the availability of financing.

The exploration plan would begin with a surface sampling program estimated to take 3 weeks and to cost approximately $35,000 to complete.

Multi-element analyses will be performed on each sample and the geochemical analyses along with the local geology and the visible outcrops of mineralized quartz would be used to determine the best drill targets.

The analyses and interpretation of the data will take an estimated 6 weeks to complete at a cost of $25,000.

Assuming a cost of $50 per foot of core drilling, 8 drill targets, and an average depth of 500 feet, the drilling program will cost approximately $200,000.

Our first phase is to set up the plant and then run placer material and test the results (including rock chip samples) to obtain an internal resource estimate on our patented properties.

Also, we plan to obtain all necessary licenses to operate on the BLM land.

Our second phase would be to move as much placer volume through our plant as possible if the placer levels are economical and to expand that plant to have significantly more operating volume.

Third, we plan to secure financing for a load operation to add to our placer capacity.

If placer material is not economical and load tests to be more economical then we plan to move to load given financing is available.

On September 20, 2013, we entered into an Amended and Restated Asset Purchase Agreement with Gunner Gold, LLC.

Pursuant to the terms of Amended and Restated Asset Purchase Agreement, Gunner Gold, LLC has agreed to purchase certain assets and assume certain liabilities from us for a purchase price of 3,300,000 units of Gunner Gold, LLC stock.

We also granted Gunner Gold, LLC the right to conduct mining operations on our BLM properties with the option to acquire the mineral rights for 700,000 additional units of Gunner Gold, LLC’s stock.

The Company will receive 5% of the net proceeds, after the payment of all maintenance costs, earned by Gunner Gold from the mining operation on BLM properties.

The Company received $307,500 at the closing, part of which was used to completely retire the Tonaquint Inc.

debt and pay other obligations.

Gunner Gold has agreed to pay $339,500 over a period of one year to retire other debts of the Company.

On October 4, 2013, we entered into a Term Sheet with Tonaquint wherein Tonaquint will loan the Company up to $100,000.

The funds will be used to pay the cost related to the Company’s SEC filings.

The Company is still finalizing the term with Tonaquint and has not yet signed a final agreement.

Description of work completed on the property and its present condition

There has been significant work completed on the property.

First, the roads have been improved to be completely usable for all types of equipment such as loaders, dump truck, back hoes, all types of cars, and even larger scale trucks.

Second, a water retention pond holding just under 1 million gallons of water and currently between 700,000 – 800,000 gallons was created.

Third, a gold processing plant has been installed which is specifically a Goldfield International Yukon 25 plant and finishing table.

Fourth, enhancement to the plant, such as a new sluice system and a staging area for placer material processing was finished.

All of this was done on the Hull land which is patented property.

Fifth, a slime pond was created along with a sophisticated water retention system connected between the plant and the large retention pond.

Sixth, fencing around the pond for safety purposes was set up.

Seventh, an additional water well to the well already on the land was drilled.

This all occurred between October 2012 and December 2012 using the proceeds from sale of our common stock and proceeds from our issuance of a convertible note..

The details as to modernization and physical condition of the plant and equipment, including subsurface improvements and equipment

The Goldfield International Yukon 25 plant was purchased new in October 2012 along with the finishing table.

The plant is therefore considered by us to be in very good condition.

There have been no subsurface improvements since we have been pursuing placer material since setting up the plant.

Description of equipment, infrastructure, and other facilities

The infrastructure has been newly established with competent personnel and functional equipment.

Additionally, we have a tool shed needed for maintenance.

We have two wells (one of which is solar powered) that have the capacity to pump a total of 12 gallons per minute which is adequate for our present operations.

Our power supply comes from 2 generators which are on the property.

Description of our sampling procedures

Our geologist, Arne Stenseth, collects and maintains custody of the samples.

The rock chip samples are collected as representative samples of the outcrop or vein.

The rock chips are bagged and labeled.

The labeled bags are sent to either Copper State Analytical Lab in Prescott, AZ or to Skyline Assayers & Laboratories in Tucson, AZ.

The labs perform multi-element analyses by ICP, and gold and silver are determined by fire assay.

Concentrates collected from the finishing table are also collected by Mr.

Stenseth, who maintains custody of the samples.

The concentrates are bagged and labeled and sent to the same laboratories as above for the same analyses.

Off-Balance Sheet Arrangements

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To become profitable and competitive, we must conduct the exploration of our properties before we start into production of any minerals we may find.

As of fiscal year ended June 30, 2012, the Company had 6 employees.

As of June 30, 2013, the Company had 2 employees.

WHERE YOU CAN FIND MORE INFORMATION

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business