What changed in this filing

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Item 9A. Controls and Procedures

2013-10-15 compared with 2012-09-28 · 127 added, 65 removed, 211 unchanged (48% of the section changed)

4 unchanged sentences

Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives.

As required by SEC Rule 13a-15(b), our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective for fiscal year ending June 30, 2013.

Management's Report on Internal Control Over Financial Reporting

1 unchanged sentence

The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

That our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

As of June 30, 2013, our management conducted an assessment of the effectiveness of the Company's internal control over financial reporting.

1 unchanged sentence

Based on this assessment, management has determined that the Company's internal control over financial reporting was not effective as of June 30, 2013.

Our Principal Executive Officer and Principal Financial Officer, currently the same person, conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2013 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO.

Based on our evaluation and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2013, based on the COSO framework criteria.

Management has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment.

Our management believes that these material weaknesses are due to the small size of our accounting staff.

The small size of our accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the high cost of such remediation relative the benefit expected to be derived thereby.

We anticipate that when we obtain sufficient funding and have substantial production, we will resolve the segregation of duties issue by naming a CFO or new company officer that will resolve any issues surrounding segregation of duties.

In the interim period, to mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals.

As we grow, we expect to create a new finance and accounting position that will allow for proper segregation of duties consistent with control objectives, and will increase our personnel resources and technical accounting expertise within the accounting function.

As our financing staff grows we will prepare and implement appropriate written policies and checklists which set forth procedures for accounting and financial reporting with respect to the duties within the internal control framework.

These current control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basis.

Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.

(b) Limitations on Effectiveness of Controls and Procedures

Our management, including our chief executive officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

During the fiscal year ended June 30, 2012, there were changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the fiscal year ended June 30, 2013, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Current management has hired independent counsel to investigate the control deficiencies, among many other things.

10 unchanged sentences

The executive officers serve at the pleasure of the Board of Directors.

Michael Stojsavljevich

Chief Executive Officer, Principle Accounting Officer, President Secretary and Director(3)

Scott Geisler

Former Chief Executive Officer, Principle Accounting Officer, President Secretary, and Director (1)

Former Chief Executive Officer, Principle Accounting Officer, President Secretary, and Director(5)

Former Chief Financial Officer (2)

Chief Executive Officer, Principle Accounting Officer, President Secretary, and Director (1)

Chief Executive Officer, Principle Accounting Officer, President Secretary, and Director(5)

Chief Financial Officer (2)

William Berridge

Former Director(4)

Pamela Thompson

Michael Stojsavljevich

Chief Executive Officer, Principle Accounting Officer, President and Director(3)

Peter Cao Baoky Vu

Secretary and DirectorDirector and Treasurer (4)

Effective June 1, 2012, Scott Geisler resigned as Chief Executive Office, Principal Financial Officer and as a member of the Board of Directors;

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Officers and Directors:

Michael Stojsavljevich

From April 2011 to the present, Michael Stojsavljevich was a Managing Partner with Episteme Advisory Group, a Boutique Corporate Strategy and Marketing Advisory Consultancy firm.

From February 2007 through February 2011, Mr.

Stojsavljevich was Chief Strategy Officer at the United States Mint, an agency of the United States Treasury Department.

From 1999 through 2007, Mr.

Stojsavljevich was in managing positions in Marketing, Finance and Corporate Affairs departments at Altria Corporate Services, Philip Morris USA, and Miller Brewing Company.

Stojsavljevich earned a Master’s Degree in Business Economics from Western Michigan University and a Bachelor’s Degree in Economics from Indiana University.

From 2009 to the present, Mr.

4 unchanged sentences

Cao was President and CEO of General Contractors, Inc.

Michael Stojsavljevich

From April, 2011 to June 20, 2012, Michael Stojsavljevich was a Managing Partner with Episteme Advisory Group, a Boutique Corporate Strategy and Marketing Advisory Consultancy firm.

From February 2007 through February 2011, Mr.

Stojsavljevich was Chief Strategy Officer at the United States Mint, an agency of the United States Treasury Department.

From 1999 through 2007, Mr.

Stojsavljevich was in managing positions in Marketing, Finance and Corporate Affairs departments at Altria Corporate Services, Philip Morris USA, and Miller Brewing Company.

Stojsavljevich earned a Master’s Degree in Business Economics from Western Michigan University and a Bachelor’s Degree in Economics from Indiana University.

From 2009 to the present, Baoky Vu has been a principal of Silverberry Capital LLC, a strategic advisory firm based in Atlanta.

3 unchanged sentences

Vu earned a Masters of Business Administration from Georgetown University and a Bachelor of Science in Management from Georgia Institute of Technology.

Thompson has been hired to serve as our Treasurer of the Company.

Thompson holds a Bachelor of Science from Moorhead State University in Accountancy and holds her licenses as a Certified Public Accountant in the State of Arizona.

She is a member of the Arizona Society of Certified Public Accountants, Associated member of the Certified Fraud Examiners, and Member of the Arizona Association of Certified Fraud Examiners and is the founder and principle Executive Officer of The Thompson Group, CPA’s.

She is also a member of the Multiple Joys, Inc.

Prior to joining the Company, Ms.

Thompson practiced public accounting for the international firm of Arthur Andersen and Pannell Kerr Forester, and a regional firm Eide, Bailey and Company.

She has had over 20 years of experience in tax, accounting, and Securities and Exchange Commission compliance for publicly traded companies.

Thompson maintains a clientele of both public and private companies in a variety of business industries as well as in the area of professional athletes.

Thompson has been featured in Wall Street Journal, Arizona Republic, New Jersey Star, Arizona Women’s Success Magazine, National Basketball Players Association Magazine, Behind the Bench:

National Basketball Wives Association Magazine.

Audit Committee Financial Expert

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Involvement in Certain Legal Proceedings

None of the following events have occurred during the past ten years and are material to an evaluation of the ability or integrity of any director or officer of the Company:

None of the following events have occurred during the past ten years and are material to an evaluation of the ability or integrity of any current director or officer of the Company:

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;

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Directors And Executive Officers, Promoters, And Control Persons:

The Company is aware that all filings of Forms 4 and 5 required of Section 16(a) of the Exchange Act of Directors, Officers or holders of 10% of the Company's shares have not been timely and the Company has instituted procedures to ensure compliance in the future.

The Company is aware that all filings of Form 4 and 5 required of Section 16(a) of the Exchange Act of Directors, Officers or holders of 10% of the Company's shares have not been timely and the Company has instituted procedures to ensure compliance in the future.

Current management and Directors have not filed their Forms 4 for 2011 but will file their forms 5 for the year ended June 30, 2013.

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Summary Compensation Table

The following table sets forth for the year ended June 30, 2012 and 2011 compensation awarded to, paid to, or earned by, Mr.

Scott Geisler, our former Director and Chief Executive Officer , and our other most highly compensated executive officers whose total compensation during the last fiscal year exceeded $100,000, if any.

The following table sets forth for the years ended June 30, 2013 and 2012 compensation awarded to, paid to, or earned by our (former) Director and Chief Executive Officer , and our other most highly compensated executive officers whose total compensation during the last fiscal year exceeded $100,000, if any.

2013 and 2012 SUMMARY COMPENSATION TABLE

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Compensation($)

Michael Stojsavljevich CEO & CFO, Director

Scott Geisler, former CEO &CFO, Director

David Janney, former CEO & CFO, Director

Pen-Mun Foo, former CFO, Director

William Berridge, former Director

Peter Cao, COO and Director

Pamela Thompson, Treasurer

* Represents payment to Auric Resources International, Inc.

a related party.

Scott Geisler CEO

& CFO, Director

David Janney CEO

& CFO, Director

CFO, Director

William Berridge,

Director and Treasurer

Michael Stojsavljevich

CEO & CFO, Director

2013 and 2012 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

Option Awards

Unexercisable

Equity Incentive

1 unchanged sentence

Shares, Units

Michael Stojsavljevich

Unexercisable

Scott Geisler

William Berridge,

Pamela Thompson

Michael Stojsavljevich

Cao received options valued at $198,519 when joining the company in March of 2012.

Cao's contract with the company was revised by the present Board of Directors in July 2013 replacing the options with a stock grant.

The stocks for Mr.

Stojsavljevich and Mr.

Vu have not yet been issued.

Cao has requested that the options remain in effect until the shares of stock are issued.

Compensation of Directors

4 unchanged sentences

On June 20, 2012 the Board of Directors appointed Michael Stojsavljevich as the new Chief Executive Officer, secretary and member of the Board of Directors.

Stojsavljevich’s employment agreement will pay $5,500 for each of the first two months of his employment and $11,000 per month from the third month and allows for the Board of Directors to increase that monthly salary.

Stojsavljevich employment agreement will pay $5,500 for the first two months of his employment and $11,000 per month from the third month and allows for the Board of Directors to increase that monthly salary.

The Company will pay for Mr.

Stojsavljevich moving expenses of $5,000 also he will be entitled to 2,500,000 common shares of stock quarterly beginning July 1, 2012 and every quarter thereafter to a total of 10,000,000 shares.

(See Exhibit 10.5 filed with this report).

On August 1, 2012, Mr.

Stojsavljevich entered into a new employment agreement with the Company to replace the agreement dated June 19, 2012 as follows:

(1) Starting August 1, 2012, the Company will compensate Mr.

Stojsavljevich at $5,500 monthly salary;

(2) 10,000,000 shares of common stock were granted immediately and valued at $200,000 based on the market price at August 1, 2012.

On October 30, 2012, Mr.

Stojsavljevich entered into an amendment to the employment agreement to say that the term to issue 2,500,000 shares of common stock quarterly from July 1, 2012 and every quarter thereafter to a total of 10,000,000 shares stated in the June 19, 2012 agreement is replaced.

(3) Salary will increase as the Company monthly production achieves operational milestones as described below:

Production of 200 ounces:

salary of $6,500 per month

Production of 400 ounces:

salary of 7,500 per month

Production of 600 ounces:

salary of $8,500 per month

Production of 800 ounces:

salary of $9,500 per month

Production of 1,000 ounces:

salary of $10,500 per month

Production of 1,200 ounces:

salary of 11,500 per month

At a monthly production of 1,200 ounces per month, another 4,000,000 shares will be granted.

Stojsavljevich will be eligible for bonuses based on a combination of individual performance and company performance which will be determined by the Board of Directors.

On May 8, 2012, the Company entered into an employment contract with Mr.

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Cao’s employment with the Company, additional options to purchase 4,000,000 shares at $0.025 per share will vest.

On October 1, 2012, Mr.

Cao entered into a new employment agreement with the Company to replace the agreement dated May 8, 2012.

The October 1, 2012 agreement states the following:

(1) Starting October 1, 2012, the Company will compensate Mr.

Cao $4,000 monthly;

(2) 8,000,000 shares of common stock were granted immediately and valued at $200,000 based on the market price at October 1, 2012.

The stock has not been issued and was recorded as stock payable as of June 30, 2013.

(3) Salary will increase as the Company’s monthly production hits the operational milestones as follows:

Production of 200 ounces:

salary of $5,000 per month

Production of 400 ounces:

salary of $6,000 per month

Production of 600 ounces:

salary of $7,000 per month

Production of 800 ounces:

salary of $8,000 per month

Production of 1,000 ounces:

salary of $9,000 per month

Production of 1,200 ounces:

salary of $10,000 per month

At production of 1,200 ounces per month, another 4,000,000 shares will be granted.

Cao will be eligible for bonuses based on a combination of individual performance and company performance which will be determined by the CEO and Board of Directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists stock ownership of our Common Stock as of September 18, 2012, based on 321,862,680 shares of common stock issued and outstanding.

The following table lists stock ownership of our Common Stock as of October 6, 2013, based on 411,982,943 shares of common stock issued and outstanding.

The information includes beneficial ownership by (i) holders of more than 5% of our Common Stock, (ii) each of three directors and executive officers and (iii) all of our directors and executive officers as a group.

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Santa Ana, CA 92701

Terrill Beckerman

1212 Briar Creek Drive

Little Rock, Arkansas 72211

Tonaquint, Inc.

303 East Wacker Drive, Suite 1200

Chicago, Illinois 60601

(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.

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Options and Warrants:

As of June 30, 2012, there were 25,500,000 warrants and options outstanding.

As of June 30, 2013, there were 5,500,000 warrants and options outstanding, which does not include warrants to purchase 22,106,057 shares of the Company’s common shares issued to Tonaquint, Inc.

Convertible Securities

At June 30, 2012, the Company has no convertible securities.

At June 30, 2013, the Company has one convertible security with Tonaquint, Inc.

Transfer Agent

2 unchanged sentences

Their mailing address and telephone number Transfer Online, Inc., 317 SW Alder Street, 2 nd Floor, Portland, OR 97201 - Phone is (503) 227-2950.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDPENDENCE.

As of June 30, 2012 and 2011, the Company has payables to related parties of $18,000 and $76,316, respectively, for services provided .

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

During the year ended June 30, 2012, the Company incurred fees totaling $37,725 to Auric Resources International, Inc., a company controlled by a former director.

The director resigned on July 20, 2012.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed by GBH CPAs, PC for professional services rendered for the audit of the Company’s annual financial statements for fiscal year ended June 30, 2013 and 2012 approximated $16,000 and $27,000, respectively.

The aggregate fees billed by GBH CPAs for the review of the financial statements included in the Company’s Forms 10-Q for fiscal year 2012 and 2011 approximated $16,750 and $2,500, respectively.

The aggregate fees billed by Tarvaran, Askelson & Company for the review of the financial statements included in the Company’s Forms 10-Q for fiscal year 2011 approximated $6,060.

The aggregate fees billed by GBH CPAs, PC for the review of the financial statements included in the Company’s Forms 10-Q for fiscal year 2013 and 2012 approximated $20,300 and $16,750, respectively.

Audit-Related Fees.

The aggregate fees billed by GBH CPAs, PC for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal years ended June 30, 2012 and 2011, and that are not disclosed in the paragraph captioned “Audit Fees” above, were $0.

The aggregate fees billed by GBH CPAs, PC for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal years ended June 30, 2013 and 2012, and that are not disclosed in the paragraph captioned “Audit Fees” above, were $3,000 and $0, respectively.

The aggregate fees billed by GBH CPAs, PC and for professional services rendered for tax compliance, tax advice and tax planning for the fiscal year ended June 30, 2013 and 2012 were $0.

All Other Fees.

The aggregate fees billed by GBH CPAs for products and services, other than the services described in the paragraphs “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above for the fiscal years ended June 30, 2012 and 2011 were $0.

The aggregate fees billed by GBH CPAs, PC for products and services, other than the services described in the paragraphs “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above for the fiscal years ended June 30, 2013 and 2012 were $0.

The Board has received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No.

10 unchanged sentences

Michael Stojsavljevich employment agreement ()

Amended and Restated Asset Purchase Agreement (5)

Debt Settlement Agreement with Tonaquint (6)

Tonaquint, Inc Term Sheet (6)

Code of Ethics (2)

8 unchanged sentences

(3) Filed in the Form 10Q for March 31, 2012

(4) Filed in the Form 10-K for June, 2012

(5) Filed in the Form 8-K on September 26, 2013 and incorporated herein

(6) Filed Herein

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

September 28, 2012

Bonanza Goldfields Corporation

October 15, 2013

/s/ Michael Stojsavljevich

1 unchanged sentence

Chief Executive Officer

September 28, 2012

October 15, 2013

/s/ Michael Stojsavljevich

2 unchanged sentences

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

September 28, 2012

October 15, 2013

/s/ Michael Stojsavljevich

Michael Stojsavljevich

September 28, 2012

October 15, 2013

/s/ Peter Cao

September 28, 2012

October 15, 2013

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 9A. Controls and Procedures