Marvion Inc. 10-K

ITEM 5. 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.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. The following table sets forth for the periods indicated the high and low bid quotations for Bonanza’s common stock. These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown or commission and may not represent actual transactions. Periods High Low Fiscal Year 2013 First Quarter July – September 2012 $ 0.0562 $ 0.0431 Second Quarter October – December 2012 0.0261 0.02 Third Quarter January – March 2013 0.01 0.0096 Fourth Quarter April – June 2013 0.003 $ 0.0028 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 0.013 $ 0.06 On October 13, 2013, the closing bid price of our common stock was $0.0016 per share. Dividends We may never pay any dividends to our shareholders. We did not declare any dividends for the year ended June 30, 2013. Our Board of Directors does not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the Board of Directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the Board of Directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend. Transfer Agent Bonanza’s Transfer Agent and Registrar for the common stock is Transfer Online, Inc. located in Portland, Oregon. 25 Recent sales of unregistered securities Fiscal year ended June 30, 2013 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 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 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 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. 26 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 common 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 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. 27 ITEM 6. 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. Year Ended June 30, 2013 2012 Statements of Operations Data Revenues $ 619 $ - Operating and Other Expenses (1,424,810 ) (1,091,355 ) Net Loss $ (1,424,191 ) $ (1,091,355 ) As of June 30, 2013 2012 Balance Sheets Data: Current Assets $ 52,327 $ 105,823 Total Assets 737,133 399,590 Current Liabilities 2,151,194 1,166,400 Non Current Liabilities 54,848 - Total Liabilities 2,206,042 1,166,400 Working Capital (Deficit) (2,098,867 ) (1,060,577 ) Shareholders' Equity (Deficit) (2,454,009 ) (1,751,910 )