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Item 5. Market for Registrant’s Common Equity

2013-10-15 compared with 2012-09-28 · 41 added, 92 removed, 45 unchanged (75% of the section changed)

MARKET FOR REGISTANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUERS PURCHASES OF EQUITY SECURITIES.

Bonanza common stock is traded in the over-the-counter market, and quoted in the National Association of Securities Dealers Inter-dealer Quotation System (“Electronic Bulletin Board) and can be accessed on the Internet at www.otcmarkets.com under the symbol “BONZ” We commenced trading in April, 2009.

Bonanza common stock is traded in the over-the-counter market, and quoted in the National Association of Securities Dealers Inter-dealer Quotation System (“Electronic Bulletin Board) and can be accessed on the Internet at www.sec.gov under the symbol “BONZ” We commenced trading in April 2009.

At June 30, 2013, there were 376,485,137 shares of common stock of Bonanza were issued and outstanding and there were approximately 47 shareholders of record of the Company’s common stock.

11 unchanged sentences

Fourth Quarter April – June 2012

On September 17, 2012, the closing bid price of our common stock was $0.0195

On October 13, 2013, the closing bid price of our common stock was $0.0016 per share.

We may never pay any dividends to our shareholders.

7 unchanged sentences

Recent sales of unregistered securities

Post-June 30, 2012

On July 27, 2012 the Company place in escrow 7,500,000 common shares to Scott Geisler in accordance with his waiver and settlement agreement with the Company, and is pending an internal investigation.

The shares were valued at $0.0195 and expensed as compensation to Mr.

Geisler of $146,250.

Fiscal year ended June 30, 2013

In the year ended June 30, 2012, the Company issued 55,904,764 common shares for $559,000 in cash.

During the year ended June 30, 2013, the Company received cash of $225,003 for the subscription of 13,762,195 common shares, issued 1,000,000 common shares for $10,000 cash received in the year ended June 30, 2012 and issued 2,000,000 shares of common stock for services to a consultant valued at $40,000.

During the year ended June 30, 2013, the Company also granted 1,000,000 shares, valued at $20,000, to one of the directors as a director fee and 10,000,000 shares, valued at $200,000, to its Chief Executive Officer as compensation.

These shares have not been issued and the value was recorded as stock payable at June 30, 2013.

On November 27, 2012, Leroy Steury converted a note with unpaid principal and accrued interest of $79,696 to 7,500,000 common shares.

During April, May and June of 2013, the Company issued 34,430,262 shares of common stock to Tonaquint to repay accrued interest and note principal totaling $110,081.

On January 29, 2013, Bud Chapman and Fabio Piras were issued 300,000 common shares each, 600,000 shares in the aggregate, valued at $17,450, for interest expense on a note.

Within the 600,000 shares, 500,000 shares were for interest expense incurred in fiscal year 2012 and the value of $15,500 was recorded as stock payable as of June 30, 2012.

On February 19, 2013, David Janney surrendered 3,670,000 common shares of the 6,170,000 common shares he held in the Company as part of the settlement.

Year ended June 30, 2012

During the year ended June 30, 2012, the Company issued 55,904,764 common shares for $559,000 in cash.

Within the 55,904,764 shares issued, 7,000,000 shares were issued to an investor with a right to sell the shares back to the Company at an interest rate of 12% after April 11, 2012.

On April 12, 2012, the holder waived the right to sell the 7,000,000 shares back.

On April 12, 2012, the holder waived the right to sell 7,000,000 shares back.

As consideration, the Company issued the investor warrants to purchase 2,500,000 shares of the Company’s common stock at $0.02 per share.

The warrants expire on October 11, 2013 and have a fair value of $66,330 on the grant date.

Proceeds of $56,000 from this issuance were originally recorded as refundable subscriptions and following the waiver have been reclassified to additional paid-in capital.

On September 23, 2011, the Company issued 750,000 shares of common stock valued at $7,500 to purchase equipment.

During September 2011, as part of the resignation of David Janney, former Chief Executive Officer and Chief Financial Officer of the Company, Mr.

Proceeds of $56,000 from this issuance originally recorded as refundable subscriptions has been reclassified to additional paid-in capital.

In June, 2012, the Company received $10,000 for a common stock subscription.

Those shares had not been issued as of June 30, 2012 and the cash received was recorded under common stock payable as of June 30, 2012.

The 1,000,000 common shares were issued during the year ended June 30, 2013.

On September 23, 2011, the Company issued 750,000 shares of common stock valued at $7,500 to settle a payable to purchase equipment valued at $2,000.

The Company recorded a $5,500 loss on conversion of accounts payable related to this transaction.

During September 2011, as a result of the resignation of David Janney, former Chief Executive Officer and Chief Financial Officer of the Company, Mr.

Janney surrendered 20,000,000 common shares and 3,000,000 preferred shares of the Company.

These shares were then cancelled and the Company recorded an adjustment to additional paid-in capital of $2,300.

Additional paid-in capital was also increased by $19,327 to write off the accrued compensation payable to Mr.

Additional paid-in capital was also decreased by $19,327 to write off the accrued compensation payable to Mr.

Janney initially recorded in prior periods.

During year ended June 30, 2012, the Company issued 2,200,000 shares of common stock to its director, officer and consultants for services valued at $20,100.

On December 28, 2011, the Company issued 500,000 shares of common stock in lieu of an interest payment on a note held by Mr.

On December 28, 2011, the Company issued 1,000,000 shares of common stock for an interest payment on a note held by Mr.

Charles Chapman.

The shares were valued at $15,000.

On February 26, 2012, the Company issued 2,500,000 shares to David Janney, former officer, pursuant to a settlement agreement.

See Note 10 of the Financial Statements in this report.

On March 19, 2012, the Company issued 500,000 shares to a note holder pursuant to an amendment to a note agreement.

On February 26, 2012, the Company issued 2,500,000 common shares to David Janney, former officer, pursuant to a settlement agreement.

See Note 10 of the Financial Statements in this report.

Fiscal year ended June 30, 2011

On July 29, 2010, the Company issued 8,300,000 common shares valued at $83,000 (or $0.01 per share based upon the closing price of the Company’s stock on the date the agreement was executed to Gold Exploration LLC towards a $10,000 payment on the promissory note for the Global Mineral Resources Corporation mining claim acquisition note held by Gold Exploration LLC.

This payment of common stock reduced the outstanding balance with Gold Exploration LLC to $97,000 effective September 16, 2010, and the Company recognized a Loss on Debt Conversion of $73,000.

On August 7, 2010, the Company purchased a 160-acre placer mining claim from Global Mineral Resources Corporation.

As partial consideration for the transaction, the Company transferred 41,700,000 restricted common shares valued at $458,700 or $0.011 per share based upon the closing price of the Company’s stock on the date the transaction was executed.

On November 22, 2010, the Company granted 7,220,000 common shares valued at $54,150 (or $0.0075 per share) based on the market price of the Company’s common stock on the date of grant to Summit Technology Corporation, Inc.

in satisfaction of outstanding debt.

The conversion of debt reduced the corresponding notes payable and accrued interest payable by $28,880, and the Company recognized a Loss on Debt Conversion of $25,270.

On February 7, 2011, the Company granted 5,000,000 common shares valued at $48,387 to Freedom Boat as compensation for modification of their note payable with the company.

This note was discounted by $48,387 based on the fair value of common stock issued as part of the note.

As of June 30, 2011, $18,957 of this discount had been amortized over the remaining life of the note.

On February 17, 2011, the Company granted 5,000,000 common shares valued at $62,500 (or $0.0125 per share) based on the market price of the Company’s common stock on the date of grant to Pop Holdings, Inc.

in satisfaction of outstanding debt.

The conversion of debt reduced the note payable and accrued interest payable by $39,000 and the Company recognized a Loss on Debt Conversion of $23,500.

On May 9, 2011, the Company granted 4,780,000 common shares valued at $42,064 (or $0.0088 per share) based on the market price of the Company’s common stock on the date of grant to Michael Cao in satisfaction of outstanding accounts payable.

The share issuance satisfied $14,550 in accounts payables, and the Company recognized a Loss on Settlement of Accounts Payable of $27,514.

In the year ended June 30, 2011, the Company issued 3,777,778 common shares at a fair value quoted market price on the date of grant for $36,372 for the purchase of fixed assets.

In the year ended June 30, 2011, the Company issued 10,800,000 common shares for services at a fair value quoted market price on the date of grant for $88,940 and expensed that as stock issued for services.

In the year ended June 30, 2011, the Company issued 86,000,000 common shares for conversion of debt in October of 2011.

New management of the Company learned that the conversion documents prepared by David Janney and John Thomas, Esq.

were false documents and had treated the issuance as stock issued without proper authorization.

On June 14, 2011, the Company issued 3,000,000 preferred shares valued at $300 and subsequently after June 30, 2011, the Company’s prior CEO returned those shares are part of his resignation from the Company.

The preferred shares were then cancelled in August 2011.

In the year ended June 30, 2011, the Company issued 34,000,000 common shares at a fair value quoted market price on the date of grant for $175,000 in cash.

The offer and sale of all such shares of our common stock were effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following:

(a) the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities;

(b) there was no public offering or general solicitation with respect to the offering;

(c) the investors were provided with certain disclosure materials and all other information requested with respect to our Company;

(d) the investors acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act;

and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

In addition to the shares issued for services as noted above, the Company recorded non-cash stock compensation totaling $985,100 for 86,000,000 shares originally thought to have been issued related to conversion of debt.

In October 2011, new management learned that the prior CEO/CFO failed to have entity level controls, lacked segregation of duties, among many other internal control deficiencies.

The Company believes that the prior CEO/CFO concealed these matters from the professional advisors until those advisors requested David Janney for additional documentation in which Mr.

Janney acknowledged the following to new management and independent legal counsel:

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.

January 24, 2011;

Tucker Financial Services, Inc.

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.

February 22, 2011:

Nicolas Sprung of Tucker Financial Services Inc.

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.

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.

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.

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.

On February 26, 2012, the Company entered into a settlement agreement with David Janney (our former CEO/CFO) for his actions outlined in the June 30, 2011 Form 10-K related to wrongfully issued common stock of the Company, among many other things.

The settlement agreement includes the following terms:

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.

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.

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.

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.

The Company recorded a loss of $59,000 on this settlement in the quarter ended December 31, 2011 as a recognized subsequent event.

Management is in the process of assessing these agreements and the settlement with David Janney and learned that the title of the Midas Claim that the Company purchased from David Janney’s Company, Global Minerals, Inc., was never transferred to the Company.

Since the title was never transferred the transaction is being investigated and the Company is determining the validity of the David Janney settlement agreement.

Currently, Mr.

Janney’s remaining shares have not been transferred as part of an ongoing internal investigation.

On March 19, 2012, the Company agreed to issue 500,000 common shares to a note holder pursuant to an amendment to a note agreement.

See Note 4 (p) to the Financial Statements.

The shares were valued at $15,500 based on the grant date fair value of the stock.

Those shares have been issued as of June 30, 2013

On October 25, 2011 and November 4, 2011, the Company granted its interim CFO, Mr.

Peng Foo and its consultant, Mr.

Jack Chow, 1,000,000 and 3,000,000 common shares, respectively.

Those shares, valued at $42,700, have not been issued and are recorded as disputed payable as of June 30, 2012 and 2013.

On May 8, 2012, the Company entered into a consulting agreement with Mr.

Michael Stallings where the Company agreed to issue 500,000 shares of common stock.

The 500,000 shares of common stock were valued at $12,500 based on the market price of grant date and were recorded as stock payable as of June 30, 2012 and 2013.

On July 27, 2012, the Company placed in escrow 7,500,000 common shares to Scott Geisler in accordance with his waiver and settlement agreement with the Company, and is pending an internal investigation.

The shares were valued at $0.0195 and expensed as compensation to Mr.

Geisler of $146,250.

Also, the Company has a permanent hold of 12,500,000 common shares to Scott Geisler in accordance with the Company internal investigation that discovered that Mr.

Geisler received these shares without authorization and was part of the fraudulent shares issued by prior management – See Legal Proceedings.

SELECTED FINANCIAL DATA.

The following information has been summarized from financial information included elsewhere and should be read in conjunction with such financial statements and notes thereto.

Statements of Operations Data:

Year Ended June 30,

Statements of Operations Data

Operating and Other Expenses

Balance Sheets Data:

As of June 30,

Balance Sheets Data:

Current Assets

5 unchanged sentences

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 5. Market for Registrant’s Common Equity