Marvion Inc. 10-K/A

10-K/A 1 bonanza_i10ka1-123121.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-53612 BONANZA GOLDFIELDS CORP. (Exact name of registrant as specified in its charter) nevada 26-2723015 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 37/F, Singapore Land Tower 50 Raffles Place Singapore 048623 (Address of principal executive offices and zip code) Registrant’s telephone number, including area code: + 65 6829 7029 Securities registered pursuant to Section 12(b) of the Act: None Title of each class Name of each exchange on which registered N/A N/A Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value Title of each class Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or any emerging growth company”. See the definitions of “large accelerated filer,” “accelerated filer” , “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. Common Stock Outstanding at March 23, 2022 Common Stock, $0.0001 par value per share 1,867,681,876 shares The aggregate market value of the $553,047,199 shares of Common Stock of the registrant held by non-affiliates on June 30, 2021, the last business day of the registrant’s second quarter, computed by reference to the closing price reported by the Over-the-Counter Bulletin Board on that date is $0.0052. DOCUMENTS INCORPORATED BY REFERENCE: None EXPLANATORY NOTE This Amendment No. 1 to the Company’s Form 10-K (the “Amendment”) amends the Annual Report of Bonanza Goldfields Corp.. on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”), as filed with the Securities and Exchange Commission (the “Commission”) on March 31, 2022, and is being filed to amend and restate the sections entitled “Summary Compensation Table” and “Compensation of Directors” in Item 11. Executive Compensation. Except as set forth above, no other changes to Item 11. Executive Compensation were made. We also corrected an erroneous reference of December 30, 2021 to December 31, 2021 under the bullet point labeled “Uncertain tax positions” which is in the section entitled "Critical Accounting Policies and Estimates” located in Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations. This Amendment includes new certifications by our Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as exhibits 31.1 and 32.1. hereto. Except as expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of the Form 10-K or reflect any events that have occurred after the filing of the original Form 10-K. Item 11. Executive Compensation Summary Compensation Table The following summary compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended December 31, 2021 and 2020, to (i) our Chief Executive Officer (principal executive officer), (ii) our Chief Financial Officer (principal financial officer), (iii) our three most highly compensated executive officers other than the principal executive officer and the principal financial officer who were serving as executive officers on December 31, 2021, whose total compensation was in excess of $100,000, and (iv) up to two additional individuals who would have been within the two-other-most-highly compensated but were not serving as executive officers on December 31, 2021. SUMMARY COMPENSATION TABLE Name and Principal Position Year Salary Bonus Stock Awards Option Awards Non-Equity Incentive Plan Compensation Change in Pension Value and Non-qualified Deferred Compensation Earnings All Other Compensation Total Chan Man Chung 2021 – – – – – – – $ – CEO, CFO, Secretary and Director(1) 2020 – – – – – – – $ – _______________________ (1) Dr. Chan joined us as our Chief Executive Officer, Secretary and Director on August 26, 2021. Compensation of Directors Name Fees earned or paid in cash ($) Stock awards ($) Option awards ($) Non-equity incentive plan compensation ($) Change in pension value and nonqualified deferred compensation earnings All other compensation ($) Total ($) So Han Meng Julian (1) $152,749 - - - - $300,000 $452,749 Tan Tee Soo (2) - - - - - $120,000 $120,000 ______________________ (1) Mr. So joined us as our Director on October 18, 2021. (2) Mr. Tan joined us as our Director on August 26, 2021. During our fiscal year ended December 31, 2021, we provided cash compensation of $78,961 to So Han Men Julian for his services as CEO of Typerwise Limited, our subsidiary, cash compensation of $73,788 for consulting services provided to Typerwise Limited, and accrued $300,000 for services as a director of BONZ. We also accrued $120,000 on behalf of Tan Tee Soo for his services as a director of BONZ. We intend to pay the accrued director compensation fees with shares of our common stock in the future. We currently have no formal plan for compensating our directors for their services in their capacity as directors, although we may elect to issue stock options to such persons from time to time. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. 1 SIGNATURES Pursuant to the requirements of 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 thereunto duly authorized. BONANZA GOLDFIELDS CORP. By: /s/ Man Chung CHAN Man Chung CHAN Chief Executive Officer and Chief Financial Officer Date: April 7, 2022