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EX-31.1 - EXHIBIT 31.1 - BRIGHTLANE CORP.exhibit_311apg.htm
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EX-32.1 - EXHIBIT 32.1 - BRIGHTLANE CORP.exhibit_321apg.htm
EX-31.2 - EXHIBIT 31.2 - BRIGHTLANE CORP.exhibit_312apg.htm



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2011

 

or

 

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________to ________

 

Commission File Number:   000-53943

  

BONANZA GOLD CORP.

 (Exact name of registrant as specified in its charter)

 

 

 

 

Nevada

 

20-8560967

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

  

Columbia Tower

701 Fifth Avenue, Office 4263

Seattle, WA 98104

 (Address of principal executive offices) (Zip Code)

 

(206) 262-7461

 (Registrant’s telephone number, including area code)

 

_____________________

 (Former name, former address and former fiscal year, if changed since last report)

 

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 [X]     No [  ]

   

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X]     No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

Large accelerated filer

[   ]

  Accelerated filer

[   ]

Non-accelerated filer

[   ]

  Smaller reporting company

[X]

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  [   ]      No [X]

 

As of November 18, 2011, the registrant had 2,173,005 shares of common stock outstanding.

 




 

TABLE OF CONTENTS


 

 

 

Page

PART I

 

Item 1. Financial Statements

F-1

Item 2. Management’s Discussion and Analysis or Plan of Operation

1

Item 3 Quantitative and Qualitative Disclosures About Market Risk

3

Item 4 Controls and Procedures

3

 

 

PART II

 

Item 1. Legal Proceedings

4

Item IA. Risk Factors

4

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

4

Item 3. Defaults Upon Senior Securities

4

Item 4. Removed and Reserved

4

Item 5. Other Information

4

Item 6. Exhibits

5


 





PART I

FINANCIAL INFORMATION


Item 1.  Financial Statements.


BONANZA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)


INDEX TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2011


 

 

Balance Sheets as of September 30, 2011 and December 31, 2010

F-2

  

 

Statements of Operations for the Three and Nine Months Ended

 

September 30, 2011 and 2010, and Cumulative from Inception

F-3

  

 

Statement of Stockholders’ Deficit for the Period

 

from Inception Through September 30, 2011

F-4

  

 

Statements of Cash Flows for the Nine Months Ended

 

September 30, 2011 and 2010 and Cumulative from Inception

F-5

  

 

Notes to Financial Statements

F-6




F-1




BONANZA GOLD CORP.

(FORMERLY COLD GIN CORPORATION)

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS (unaudited)

At SEPTEMBER 30, 2011 and DECEMBER 31, 2010

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

 

 

2011

 

2010

 

 

ASSETS

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

$

963

$

-

 

 

 

 

 

 

 

Mineral Properties, net

 

18,100

 

-

 

 

 

 

 

 

 

TOTAL ASSETS

$

19,063

$

-

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

LIABILITIES

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$

-

$

7,509

 

Accrued Interest

 

-

 

-

 

Notes payable - affiliate

 

-

 

-

 

Due to Shareholder

 

152,768

 

95,945

 

Note Payable - current portion

 

-

 

800,000

 

Other current liabilities

 

100

 

 

 

Total current liabilities

 

152,868

 

903,454

 

 

 

 

 

 

 

Long-Term Liabilities

 

 

 

 

 

Note Payable

 

-

 

200,000

 

Total long-term liabilities

 

-

 

200,000

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

152,868

 

1,103,454

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (Notes 2, 4,and  5)

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

Common Stock, par $0.001, 250,000,000 shares authorized, 1,923,005 and

 

 

 

1,258,000 shares issued and outstanding

 

187,875 

 

188,700 

 

 

 

 

 

 

 

 

Paid in capital

 

(45,970)

 

(115,620)

 

Deficit accumulated during the development stage

 

(275,710)

 

(1,176,534)

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS' DEFICIT

 

(133,805)

 

(1,103,454)

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$

19,063 

$

 

 

 

 

 

 

 

The accompanying notes to the consolidated financial statements are an integral part of these statements.




F-2




BONANZA GOLD CORP.

(FORMERLY COLD GIN CORPORATION)

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS (unaudited)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 and 2010

AND FROM THE PERIOD FROM AUGUST 7, 2006 (INCEPTION) TO SEPTEMBER 30, 2011

 

 

 

 

 

Three

Months

Ended

September

30, 2011

 

Three

Months

Ended

September

30, 2010

 

Nine

Months

Ended

September

30, 2011

 

Nine

Months

Ended

September

30, 2010

 

From

Inception

(August 7,

2006) to

September

30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 $

 

 

-

 $

 $

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

58,219 

 

22,261 

 

103,351 

 

28,361 

 

275,213 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATING LOSS

 

(58,219)

 

(22,261)

 

(103,351)

 

(28,361)

 

(275,213)

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES

 

 

 

 

 

(497)

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS BEFORE INCOME TAXES

 

(58,219)

 

(22,261)

 

(103,351)

 

(28,361)

 

(275,710)

 

 

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 $

(58,219)

 

(22,261)

 

(103,351)

 $

(28,361)

 $

(275,710)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Shares Outstanding

 

1,715,383 

 

1,360,000 

 

1,405,503 

 

1,360,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss Per Share

 

(0.00)

 

(0.01)

 

(0.00)

 

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes to the consolidated financial statements are an integral part of these statements.



F-3




BONANZA GOLD CORP.

(FORMERLY COLD GIN CORPORATION)

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' DEFICIT (unaudited)

AS AT September 30, 2011

 

 

Common Stock

Amount

Additional Paid in Capital

(Deficit) Accumulated During Development  Stage

Stockholders’

Equity

(Deficit)

Beginning balance, August 7, 2006

$

$

$

$

Common stock issued

850,000 

850 

1,000 

1,850 

Net (loss) for the period

(1,750)

(1,750)

 

 

 

 

 

 

Balance December 31, 2006

850,000 

$

850 

$

1,000 

$

(1,750)

$

100 

Net income (loss) for the year

(2,382)

(2,382)

 

 

 

 

 

 

Balance December 31, 2007

850,000 

$

850 

$

1,000 

$

$

(2,282)

Shares Issued for cash

500,000 

$

500 

$

49,500 

$

50,000 

Shares issued for services

10,000 

$

10 

$

990 

$

1,000 

Net income (loss) for the year

(44,375)

(44,375)

 

 

 

 

 

 

Balance December 31, 2008

1,360,000 

$

1,360 

$

51,490 

$

(47,564)

$

4,343 

Net (loss) for the year

(24,356)

(24,356)

 

 

 

 

 

 

Balance December 31, 2009

1,360,000 

$

1,360 

$

51,490 

$

(72,863)

$

(20,013)

Conversion of debt to contributed capital

$

18,560 

18,560 

Cancellation of shares

(112,000)

(112)

$

112 

Shares issued for mineral property acquisition

5,000 

$

830 

835 

Shares issued for mineral property acquisition

5,000 

$

830 

835 

Stock split 1 to 50

187,442 

$

(187,442)

Net loss - December 31,2010

 

 

 

(1,103,671)

(1,103,671)

 

 

 

 

 

 

Balance December 31, 2010

1,258,000 

$

188,700 

$

(115,620)

$

(1,176,534)

$

(1,103,454)

 

 

 

 

 

 

Cancellation of shares issued for mineral property acquisition

(10,000)

(1,500)

$

1,500 

Removing Impairment

 

 

$

(4,175)

1,004,175 

1,000,000 

Shares issued for mineral property acquisition

200,000 

200 

$

7,800 

8,000 

Equity units inclusive one common share and one warrant issued for cash on July 8, 2011 at $0.20 per unit

150,005 

150 

29,850 

30,000 

Equity units inclusive one common share and one warrant issued for cash on August 16, 2011 at $0.05 per unit

200,000 

200 

9,800 

10,000 

Equity units inclusive one common share and one warrant issued for cash on September 6, 2011 at $0.20 per unit

125,000 

125 

24,875 

25,000 

Net loss - September 30, 2011

 

 

 

$

(103,351)

$

(103,357)

 

 

 

 

 

 

Balance September 30, 2011

1,923,005 

$

187,875 

$

(45,970)

$

(275,710)

$

(133,805)

 

 

 

 

 

 

The accompanying notes to the consolidated financial statements are an integral part of these statements.



F-4




BONANZA GOLD CORP.

(FORMERLY COLD GIN CORPORATION)

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS (unaudited)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

AND FROM THE PERIOD FROM AUGUST 7, 2006 (INCEPTION) TO SEPTEMBER 30, 2011

 

 

 

 

 

Nine Months

Ended September

30, 2011

 

Nine Months

Ended September

30, 2010

 

 

From inception

(August 7, 2006)

to September

30, 2011

 

Cash (used in) operating activities:

 

 

 

 

 

 

 

 

 

Net (loss) for the period

$

(103,351)

$

(28,361)

 

$

(275,710)

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:

 

 

 

Common stock issued for services

 

100 

 

 

 

100 

 

 

Impairment of mineral properties

 

 

 

 

 

Changes in Assets and Liabilities

 

 

 

 

 

 

 

 

 

Increase (decrease) in accounts payable

 

(7,509)

 

 

 

 

 

Increase (decrease) in accrued interest

 

 

810 

 

 

 

Net cash (used in) operating activities

 

(110,760)

 

(27,551)

 

 

(275,610)

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

Proceeds from notes payable - shareholders

 

56,823 

 

90 

 

 

152,768 

 

 

Proceeds from sale of common stock

 

73,000 

 

 

 

141,905 

 

 

Proceeds from notes payable

 

 

5,343 

 

 

 

 

Proceeds from loan from director

 

 

22,117 

 

 

 

Net Cash Provided by Financing Activities

 

129,823 

 

27,550 

 

 

294,673 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from investing Activities:

 

 

 

 

 

 

 

 

 

Mineral Properties

 

(18,100)

 

 

 

(18,100)

 

Net cash (used in) Investing Activities

 

(18,100)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Increase (Decrease) in Cash and Cash Equivalents

 

963 

 

(1)

 

 

963 

 

Cash and Cash Equivalents - Beginning

 

 

 

 

 

Cash and Cash Equivalents - End

$

963 

$

 

$

963 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

 

 

Cash paid for interest

$

$

 

$

 

 

Cash paid for income taxes

$

$

 

$

 

Supplemental Non-Cash Investing and Financing Information

 

 

 

 

Shares issued for acquisition of mineral properties

 

 

 

 

Note payable issued for acquisition of mineral properties

 

 

 

 

Conversion of related party

$

-

$

-

 

$

-

 

 

Forgiveness of shareholder's loan

$

-

$

-

 

$

18,560

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes to the consolidated financial statements are an integral part of these statements.




F-5




 

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization and Business


Bonanza Gold Corp. (“we” the “Company” or the “Registrant”) was incorporated under the laws of the State of Delaware in December 2006 under the name “Cold Gin Corporation.”  Effective December 10, 2010, we transitioned our business focus from that of a developer of Internet media for martial arts to a company engaged in the exploration and mining of minerals. On December 27, 2010, we entered into an Agreement and Plan of Reorganization with Bonanza Gold Corp., a wholly-owned subsidiary of the Company, pursuant to which we merged with and into Bonanza Gold Corp, with Bonanza Gold Corp. being the surviving corporation.


The Company is currently in the exploration stage. All activities of the Company to date relate to its organization, initial funding and share issuances.


Exploration Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to exploration stage companies. An exploration-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.


Basis of Presentation

The financial statements of the Company have been prepared on the accrual basis and in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. In the opinion of management, these interim financial statements include all adjustments necessary in order to make them not misleading.


Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end.


Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $963 and $0 cash as of September 30, 2011 and December 31, 2010.


Mineral properties

The Company follows Section 930 of the FASB Accounting Standards Codification for its mineral properties.  Mineral properties and related mineral rights acquisition costs are capitalized pending determination of whether the drilling has found proved reserves.  If a mineral ore body is discovered, capitalized costs will be amortized on a unit-of-production basis following the commencement of production.  Otherwise, capitalized acquisition costs are expensed when it is determined that the mineral property has no future economic value.  General exploration costs and costs to maintain rights and leases, including rights of access to lands for geophysical work and salaries, equipment, and supplies for geologists and geophysical crews are expensed as incurred.  When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven and probable reserves, further exploration costs and development costs as well as interest costs relating to exploration and development projects that require greater than six (6) months to be readied for their intended use incurred after such determination will be capitalized.  The establishment of proven and probable reserves is based on results of final feasibility studies which indicate whether a property is economically feasible.  Upon commencement of commercial production, capitalized costs will be transferred to the appropriate asset categories and amortized on a unit-of-production basis.  Capitalized costs, net of salvage values, relating to a deposit which is abandoned or considered uneconomic for the foreseeable future will be written off.  The sale of a partial interest in a proved property is accounted for as a cost recovery and no gain or loss is recognized as long as this treatment does not significantly affect the unit-of-production amortization rate.  A gain or loss will be recognized for all other sales of proved properties and will be classified in other operating revenues.  Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts.


The provision for depreciation, depletion and amortization (“DD&A”) of mineral properties is calculated on a property-by-property basis using the unit-of-production method.  Taken into consideration in the calculation of DD&A are estimated future dismantlement, restoration and abandonment costs, which are net of estimated salvage values.  Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.


To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all general exploration costs, if any, are being expensed.


 

F-6




Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.


Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.


Foreign Currency

The operations of the Company are located in United States. The Company maintains both U.S. Dollar and British Pound Sterling accounts. The functional currency is the United States Dollar. Transactions in foreign currencies other than the functional currency, if any, are remeasured into the functional currency at the rate in effect at the time of the transaction. Remeasurement gains and losses that arise from exchange rate fluctuations are included in income or loss from operations. Monetary assets and liabilities denominated in the functional currency are translated into U.S. Dollars at the rate in effect at the balance sheet date. Revenue and expenses denominated in the functional currency are translated at the spot exchange rate. Other comprehensive income includes the foreign exchange gains and losses that arise from translating from the functional currency into U.S. Dollars.


Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.


Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of September 30, 2011.


Comprehensive Income

The Company has established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in comprehensive income.


Recent Accounting Pronouncements

Bonanza does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.



NOTE 2 – EMPLOYMENT AGREEMENTS


On June 24, 2011 the Company appointed Mr. Craig Russell to its board of directors.  There was no arrangement or understanding between Mr. Russell and any person pursuant to which he was selected as a director.


There have been no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, or series of similar transactions, to which the Company was or is to be a party, in which Mr. Russell had or will have a direct or indirect material interest.  


Other than as specified herein and the Company’s agreement to nominate Mr. Russell to its slate of directors at the next annual meeting of stockholders, there was no arrangement or understanding between Mr. Russell and any other person pursuant to which Mr. Russell was selected as a director of the Company.


 

F-7



NOTE 3 – MINERAL PROPERTIES


On December 10, 2010, the Company acquired mineral properties that consisted of an undivided 100% interest in 2 patented claims, 6 federal claims and 25 prospects comprising 660 acres near Kingman, Arizona in exchange for 5,000 shares on a pre split basis of the Company’s common stock and a promissory note in the amount of $1,000,000.


The Company is required to pay $200,000 within 3 months of the closing of the definitive agreement, $200,000 within 6 months of the closing, $200,000 within 9 months of the closing, $200,000 within 12 months of the closing and an additional $200,000 within 15 months of the closing of the definitive agreement.


The Company agreed to maintain the Assets for five years and to make all future payments required to maintain the Assets other than payments required for actions or omissions prior to the closing. If at any time within the first five years of the closing, the asset mining operations result in the discovery (as such term is defined by industry best practices such as JORC, 43-101) of either One Million (1,000,000) ounces of gold or Ten Million (10,000,000) ounces of silver, the Company shall issue to the seller an additional One Million Five Hundred Thousand (1,500,000) shares of its common stock upon such discovery.


The seller has the option to appoint an individual to serve on the Company’s advisory board for one (1) year. Any such individual shall be approved by the Company, such approval not to be unreasonably withheld. The compensation for such service shall be the issuance by the Company at the end of each year of service of One Hundred Thousand (100,000) shares of its common stock, such service to be limited to a maximum of three years.


Also on December 10, 2010, the Company acquired mineral properties that consisted of a seventy-five percent (75%) interest in and to the three (3) mining concessions in the project area known as “Monte de El Favor”, these are El Favor, Exploitation title No. 165974 and Guadalupe, Exploitation title No. 183638 and Buenaventura Exploitation title issued No. 218973, which approximate 217.49 hectares in total located in the Municipality of Hostotipaquillo, State of Jalisco, Mexico in exchange for 5,000 shares on a pre-split basis of the Company’s common stock. The contract required additional issuance of 2,250,000 shares on a post-split basis over the nine months following the closing of the deal.


If at any time within the first two years of the closing, the asset mining operations result in the discovery (as such term is defined by industry best practices such as JORC, 43-101) of either One Million (1,000,000) ounces of gold or Ten Million (10,000,000) ounces of silver, the Company shall issue to the seller an additional Five Million Five Hundred Thousand (5,500,000) shares of its common stock upon such discovery.


The seller shall provide a consulting prospector, or engineer acceptable to the Company to act as VP of Exploration to oversee activities related to the assets. The Company shall enter into a consulting agreement with such individual that shall have a minimum term of one year, with an option to renew for an additional one year and provide for compensation of Ten Thousand Dollars (US$10,000) per month. Any amounts paid to the consultant will be applied against and reduce the amount of the work commitment.


The Company shall provide a work commitment for the assets in the amount of Eight Hundred Fifty Thousand Dollars (US $850,000) to be paid over a two year period commencing on the closing. The work commitment shall provide that the Company is required to with the following term:


· The Company must spend at least Three Hundred Fifty Thousand Dollars (US $350,000) within 9 months of the closing for the commencement and continuation of exploration of the assets for the express purpose of advancing the geologic knowledge of the assets.


· The Company must spend at least a minimum of Five Hundred Thousand Dollars (US $500,000) within the following 12 months after the termination of the initial nine month period for the express purpose of advancing the geologic knowledge of the Assets.


All exploration and mine development work will be conducted as part of the work commitment will be in accord with the best practices and usual standards of professional conduct with the express focus of further exploring and defining mineral resources and mining reserves. The required amount of the work commitment shall be reduced by any amounts paid to the consultant.


The Company’s management has experience in the field of mineral exploration and intends to continue to invest resources into our exploration and drilling program, and intends to extend the campaign over the next several years. Depending upon our ability to obtain sufficient funding, we may also acquire additional properties for exploration. In addition, assuming sufficient funding, we plan to engage an internationally recognized mining and geological consultancy firm to assist us in our drilling efforts.


On April 29, 2011, the Company executed an asset purchase agreement for the acquisition of certain assets from Independent Resources, Inc. (the “Seller”) pursuant to which the Company acquired  an undivided  interest in six (6) mineral claims representing 1002.16 ha that has been



F-8



staked and recorded as MTO Cell Claims (the “Assets”).  The property is located east of Harrison Lake and northwest of Hope in southwestern British Columbia. The Company acquired the Assets from the Seller for Ten Thousand Dollars (US$10,000.00), which was funded by a loan from the Chief Executive Officer to the Company.

 

On May 19, 2011, the Company executed a termination agreement with Precious Metals Exploration, Ltd. (“Precious Metals”), pursuant to which the parties terminated all payment obligations under the two asset purchase agreements, dated December 10, 2010, pursuant to which the Company had acquired (i) an undivided interest in 2 patented claims, 6 federal claims and 25 prospects comprising 660 acres near Kingman, Arizona (the “Arizona Assets”) and (ii) a 75% interest in and to three mining concessions in the project area known as “Monte de El Favor” in Jalisco, Mexico (the “Mexican Assets”).  The Company and Precious Metals also executed an assignment agreement, dated May 19, 2011, pursuant to which the Company assigned the Arizona Assets and the Mexican Assets to Precious Metals.


On June 30, 2011, the Company executed a Property Purchase Agreement (the “Agreement”) for the acquisition of certain property from United Copper Holdings Ltd. (the “Seller”) pursuant to which the Company acquired a 75% interest in 28 lode claims and approximately 560 acres.  The property is located in Okanogan County, State of Washington (the “Assets”). The Company acquired the Assets from the Seller in exchange for 200,000 shares of its common stock (the Shares”), which will be issued to the Seller as follows: (i) 100,000 Shares to be issued upon the closing of the Agreement and are to be issued shortly; (ii) 50,000 Shares are to be issued within 6 months of the closing of the Agreement; and (iii) 50,000 Shares are to be issued within 12 months of the closing of the Agreement.  In addition, the Seller will retain a 5% Net Smelter Returns Royalty on the gross mineral production.

 

Pursuant to the terms of the Agreement, the Company agreed to provide a work commitment (the “Work Commitment”) for the Assets of $1,000,000 over a 2-year period and the Company will be entitled to earn a further 25% interest in the Assets after $500,000 of the Work Commitment is expended.   The Company also agreed to grant to the Seller an additional 200,000 Shares upon discovery of a 25 million ton copper deposit within the Work Commitment period.


The parties further agreed to enter into a consulting agreement for a one-year term with an option to renew for an additional one year pursuant to which the Seller will act as a consulting prospector, engineer or financial consultant to the Company and will be solely responsible to lead activities related to the Assets.  The amounts to be paid to the Seller as consulting fees will be applied against the Work Commitment.   The Agreement also provides that the parties will enter into a joint venture agreement after the Company earns the additional 25% interest.


We believe that an expanded exploration and drilling program is currently our best option for increasing the value of our Company. However, we have no revenues, our stock has no trading volume, and we believe our stock price does not reflect the true value of our Company. These factors limit our ability to obtain financing. Therefore, in an effort to generate revenue to continue our operations we have acquired a property located in Okanogan County, State of Washington. While, due to the lack of capital, we have not commenced such exploitation program at this time, we have the legal and functional capability to do so, including the required exploitation permits.


At September 30, 2011, we had not yet obtained sufficient funding to commence exploration on these properties, we had not yet received any revenues, and we had a working capital deficit. Our auditors had determined there was sufficient doubt about our ability to operate as a going concern.



NOTE 4 – DUE TO SHAREHOLDERS


A shareholder provided advances to fund operations. The advances are unsecured, non-interest bearing and due on demand. The amount due to the shareholder was $152,768 as of September 30, 2011.



NOTE 5 – CAPITAL STOCK


The total number of shares of capital stock which the Company shall have authority to issue is 250,000,000 common shares with a par value of $.001. As part of the change in control, the Company cancelled 112,000 shares on July 8, 2010. Additionally as part of the change in control the former shareholder agreed to forgive debts outstanding to them totaling $18,560 which have been recorded as contributed capital.


The Company agreed to issue 5,000 and 5,000 shares on a pre-split basis of common stock in connection with the two mineral property acquisitions discussed in Note 2. The shares were valued at $0.167 per share. The Company also agreed to make various payments under note obligations incurred in connection with the property acquisition, none of which were paid. Further to the execution of the termination agreement dated May 19, 2011 the above note payable is no longer due. In addition the agreed 5,000 and 5,000 shares on a pre-split basis of common stock in connection with the two mineral property acquisitions discussed in Note 2 were cancelled.


On December 27, 2010, we entered into an Agreement and Plan of Reorganization with Bonanza Gold Corp., a wholly-owned subsidiary of the Company, pursuant to which we merged with and into Bonanza Gold Corp, with Bonanza Gold Corp. being the surviving corporation.  In



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connection with the merger each outstanding share of our common stock was exchanged for one hundred fifty shares of the common stock of the Nevada entity.


On January 5, 2011, the Bonanza enacted a 1 to 150 reverse stock split of the Company’s common stock and increased the authorized shares of common stock to 250,000,000


In March 2011, payment of the first $200,000 of the note payable connected to the mineral property acquisition was due. No payment was made and the note and the related agreement were subsequently terminated.


Also in March 2011, an additional 5,000 post reverse split basis were to be granted in connection with the mineral property acquisition and were subsequently terminated.


On June 30, 2011 the Company agreed to issue 200,000 shares on a post reverse split basis of common stock in connection with the Okanogan County mineral property acquisition discussed in Note 2. The shares were valued at $0.80 per share.


On July 8, 2011, the Company issued to one investor 150,000 Units (each unit being comprised of one share of the Company’s common stock and a warrant exercisable over a three year period for 150,000 shares of common stock at an exercise price of $1.25 per share).  The Units were sold at a price of $.20 per Unit for an aggregate of $30,000. 


On August 16, 2011 the Company agreed to issue a total of 200,000 shares of common stock to one director for cash in the amount of $0.05 per share for a total of $10,000.


On September 6, 2011, the Company agreed to issue to one investor 125,000 Units (each unit being comprised of one share of the Company’s common stock and a warrant exercisable over a three year period for 125,000 shares of common stock at an exercise price of $1.25 per share).  The Units were sold at a price of $.20 per Unit for an aggregate of $25,000. 


The Company had 1,923,005 shares of common stock issued and outstanding as of September 30, 2011.



NOTE 6 – COMMITMENTS AND CONTINGENCIES


An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.


Pursuant to the terms of the Agreement dated June 30, 2011 to purchase a property located in Okanogan County, State of Washington, the Company agreed to provide a work commitment (the “Work Commitment”) for the Assets of $1,000,000 over a 2-year period and the Company will be entitled to earn a further 25% interest in the Assets after $500,000 of the Work Commitment is expended. The Company also agreed to grant to the Seller an additional 200,000 Shares upon discovery of a 25 million ton copper deposit within the Work Commitment period.



NOTE 7 – INCOME TAXES


For the nine months ended September 30, 2011, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $275,710 at September 30, 2011, and will expire beginning in the year 2026.


The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:


 

 

 

 

 

2011

2010

 

 

 

 

 

 

 

Deferred tax asset attributable to

 

 

 

 

   Net operating loss carryover

 

 

$       93,741

 $      23,949

Valuation allowance

 

 

 

        (93,741)

        (23,949)

 

 

 

 

 

 

 

Net deferred tax asset

 

 

 

 $               -   

 $               -   

 

 

 

 

 

 

 




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NOTE 8 – RELATED PARTY TRANSACTIONS


A shareholder provided advances to fund operations. The advances are unsecured, non-interest bearing and due on demand. The amount due to the shareholder was $152,768 as of September 30, 2011.



NOTE 9 – GOING CONCERN


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company incurred losses of $275,710 since its inception, has not yet produced revenues from operations, and has a working capital deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern.


The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. Management anticipates that it will be able to raise additional working capital through the issuance of stock and through additional loans and advances from investors.


The ability of the Company to continue as a going concern is dependent upon the Company’s ability to attain a satisfactory level of profitability and obtain suitable and adequate financing. There can be no assurance that management's plan will be successful.


 

NOTE 10 – SUBSEQUENT EVENTS


On October 11, 2011, the Company received written notice of the resignation of Lynn Harrison as President and Chief Executive Officer of the Company, effective as of October 11, 2011.  On October 11, 2011, the Board of Directors appointed Craig Russell to be President and Chief Executive Officer of the Company to fill the outstanding vacancies.  Mr. Russell was not selected as President and Chief Executive Officer pursuant to any arrangement or understanding with any other person, and does not have any reportable transactions under Item 404(a) of Regulation S-K.


On October 12, 2011, the Company received notice of the resignation of Lynn Harrison as a director of the Company.


On October 27, 2011, the Company issued to one investor 250,000 Units (each unit being comprised of one share of the Company’s common stock and a warrant exercisable over a three year period for 250,000 shares of common stock at an exercise price of $1.25 per share).  The Units were sold at a price of $.20 per Unit for an aggregate of $50,000.  The offer and sale of the foregoing securities was made solely to one “accredited investor” and in reliance upon and pursuant to the exemptions from registration provided by Regulation S of the Securities Act of 1933, as amended.


 

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following analysis of our consolidated financial condition and results of operations for the period January 1, 2011 through September 30, 2011 should be read in conjunction with the consolidated financial statements, including footnotes, and other information presented elsewhere in this Report on Form 10-Q and the risk factors and the financial statements for the year ended December 31, 2010 and the other information set forth in our Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 31, 2011.  In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Where possible, we have tried to identify these forward looking statements by using words such as “anticipate,” “believe,” “intends,” or similar expressions. Our actual results could differ materially from those anticipated by the forward-looking statements due to important factors and risks including, but not limited to, those set forth under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2011.


Company Overview

 

The Company was incorporated under the laws of the State of Delaware in December 2006 under the name “Cold Gin Corporation.”  On December 27, 2010, we entered into an Agreement and Plan of Reorganization with Bonanza Gold Corp., a wholly-owned subsidiary of the Company, pursuant to which we merged with and into Bonanza Gold Corp., with Bonanza Gold Corp. being the surviving corporation. In connection with the reincorporation merger we changed our domicile from Delaware to Nevada, our name to Bonanza Gold Corp. and each outstanding share of our common stock was exchanged for one hundred fifty shares of the common stock of the Nevada entity.  Thereafter, our trading market experienced some unusual activity.  In an effort to stabilize the market, we effectuated a 150:1 reverse stock split on January 5, 2011.

  

We were initially established to become a developer of Internet media content for mixed martial arts fans and consumers.    Due to a change of control that occurred in August 2010, we abandoned the martial arts business.  Accordingly, results from operations related to the martial arts business have been reclassified from current operations to that of discontinued operations.  Effective December 10, 2010, we transitioned our business focus to that of a developer of Internet media for martial arts to a company engaged in the exploration and mining of minerals.  

 

The Company’s management has experience in the field of mineral exploration and intends to continue to invest resources into our exploration and drilling program, and intends to extend the campaign over the next several years. Depending upon our ability to obtain sufficient funding, we may also acquire additional properties for exploration. In addition, assuming sufficient funding, we plan to engage an internationally recognized mining and geological consultancy firm to assist us in our drilling efforts.

 

We believe that an expanded exploration and drilling program is currently our best option for increasing the value of our Company. However, we have no revenues, our stock has limited trading volume, and we believe our stock price does not reflect the true value of our Company. These factors limit our ability to obtain financing.  In December 2010, in an effort to generate revenue to continue our operations, we acquired two properties, one located in Arizona and the other in Mexico. In April 2011, we acquired an undivided interest in six mineral claims located in southwestern British Columbia. In May 2011, we assigned the property located in Arizona and the property located in Mexico back to the original owner that had sold us the properties in exchange for a termination of all of our payment obligations for such assets. In June 2011 we acquired a 75% interest in 28 lode claims and approximately 560 acres in Okanogan County, State of Washington.  While, due to the lack of capital, we have not commenced any exploitation program at this time, we have the legal and functional capability to do so, including the required exploitation permits.

 

As of November 18, 2011, there were 2,173,005 shares of common stock deemed outstanding, which includes 525,000 shares that have not been issued but which were committed to be issued in connection with our asset acquisitions and sales of common stock and warrants, and which includes 250,000 shares that have not been issued but which were committed to be issued in connection with sales of common stock and warrants in October 2011.

 

Recent Developments


On June 24, 2011 Mr. Craig Russell was appointed to our board of directors.


On October 11, 2011, the Board of Directors appointed Craig Russell to be President and Chief Executive Officer of the Company to fill the outstanding vacancies from the resignation of Lynn Harrison as President and Chief Executive Officer of the Company, effective as of October 11, 2011.    On October 12, 2011, the Company received notice of the resignation of Lynn Harrison as a director of the Company.


Critical Accounting Policies

 

Management believes that the critical accounting policies and estimates discussed below involve the most complex management judgments due to the sensitivity of the methods and assumptions necessary in determining the related asset, liability, revenue and expense amounts. Specific risks associated with these critical accounting policies are discussed throughout this MD&A, where such policies have a material effect on reported and expected financial results. For a detailed discussion of the application of these and other accounting policies, refer to the individual Notes to the Financial Statements for the quarterly period ended September 30, 2011.



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Revenue Recognition

 

The Company recognizes revenues when products are shipped or services are delivered to customers, pricing is fixed or determinable, and collection is reasonably assured. Net revenues include product sales net of returns and allowances.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Estimates are based on historical experience, management expectations for future performance, and other assumptions as appropriate. Key areas affected by estimates include the assessment of the recoverability of long-lived assets, which is based on such factors as estimated future cash flows.  We re-evaluate estimates on an ongoing basis; therefore, actual results may vary from those estimates.

 

Fair Values of Financial Instruments

 

The carrying values of cash, accounts receivable, accounts payable and accrued expenses approximate the fair values of these instruments due to their short-term nature. The carrying amount for borrowings under the financing agreement approximates fair value because of the variable market interest rates charged for these borrowings. We adopted SFAS No. 157, Fair Value Measurements (ASC 820-10) , for financial assets and financial liabilities in the first quarter of fiscal 2009, which did not have an impact on our financial statements.

 

In accordance with FASB Staff Position (“FSP FAS”) 157-2, Effective Date of FASB Statement No. 157 , we deferred application of SFAS No. 157 until January 1, 2010, the beginning of our fiscal year, in relation to nonrecurring nonfinancial assets and nonfinancial liabilities including goodwill impairment testing, asset retirement obligations, long-lived asset impairments and exit and disposal activities. As of September 30, 2011 the application of SFAS 157 had no impact on our financial statements.

 

Concentration of Credit Risk

 

Financial instruments, which potentially subject us to concentrations of credit risk, consist of cash and cash equivalents and accounts receivable. We place our cash with high quality financial institutions and at times may exceed the FDIC insurance limit. We extend credit based on an evaluation of the customer’s financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer’s financial condition. We monitor our exposure for credit losses and maintain allowances for anticipated losses, as required.


Recently Issued Accounting Standards

 

For a discussion of the adoption and potential impacts of recently issued accounting standards, refer to the “Recent  Accounting Pronouncements” section of Note 1, “ Organization and Summary of Significant Accounting Policies,” in the Notes to Financial Statements.

 

Plan of Operations

 

We are developing a gold and metals exploration company.  Craig Russell, our President and Chief Executive Officer,  has experience in the precious metals industry.  He has been acting as a consultant to the Company since July 2010 and received training in Mineral Project and Finance appraisal from University College London.  


The Company plans to leverage Mr. Russell’s vast knowledge of the industry to acquire additional properties for exploration, and we intend to commence exploration activities on our acquired interests, upon receipt of additional financing. 

 

Off Balance Sheet Arrangements

 

There are no off balance sheet arrangements.

 

Results of Operations for the Three and Nine Months Ended September 30, 2011 and 2010

 

To date we have had no revenue.  For the nine-month period ended September 30, 2011 we incurred operating expenses and a net loss of $103,351, as compared to $28,361 for the same period ended September 30, 2010, which was an increase of approximately 264%.  For the three-month period ended September 30, 2011, we incurred operating expenses and a net loss of $58,219, as compared to $22,261 for the same period ended September 30, 2010, which was an increase of approximately 162%.  The increased expenses were incurred due to directors salaries and increased operational activities.  We anticipate incurring further increased expenses once we begin exploration activities and will require additional funding to support our working capital needs.



2



Liquidity and Capital Resources


At September 30, 2011 we had cash or cash equivalents of $963 and had a working capital deficit of ($151,905).  At September 30, 2011, our only assets were our mineral properties which had a net value of $18,100 and a small amount of cash.   Our current liabilities included amounts due to our former Chief Executive Officer and principal shareholder of $152,768 for funds loaned for operations. This loan is unsecured, non-interest bearing and has no fixed term of repayment.


To date our sources of funding have been loans from our former Chief Executive Officer and the sale of our equity securities. On July 8, 2011 we raised $30,000 from the sale to one investor of 150,000 shares of our common stock and a warrant exercisable over a three year period of time for 150,000 shares of common stock. On August 16, 2011, we raised $10,000 from the sale to one director of 200,000 shares of our common stock. On September 6, 2011, we raised $25,000 from the sale to one investor of 125,000 shares of our common stock and a warrant exercisable over a three year period of time for 125,000 shares of common stock. On October 27, 2011, we raised $50,000 from the sale to one investor of 250,000 shares of our common stock and a warrant exercisable over a three year period of time for 250,000 shares of common stock We have incurred negative cash flow from operations since we started our business. We have spent, and expect to continue to spend, substantial amounts in connection with implementing our business strategy, including our planned exploration activities. Based on our current plans, we believe that our cash will not be sufficient to enable us to meet our planned operating needs in the next 12 months and we will need to raise additional funding.


Our net cash used in operating activities for the nine months ended September 30, 2011 was $110,760 and was primarily the result of our net loss of $103,351. Our net cash used in operating activities for the nine months ended September 30, 2010 was $27,551 and was primarily the result of our net loss of $28,361.  Our cash provided by financing activities for the nine months ended September 30, 2011 was $129,823 and consisted of $56,823 from the proceeds of notes issued to shareholders and $73,000 from the proceeds of our sale of common stock.   Our cash provided by financing activities for the nine months ended September 30, 2010 was $27,550 and consisted of $22,117 from a loan from our former director, $5,343 from the proceeds of notes that we issued and $90 from the proceeds of a note issued to shareholders. Net cash used in investing activities for the nine months ended September 30, 2011 was $18,100, resulting from our investment in mineral properties. There was no cash used for investing activities for the nine months ended September 30, 2010.


Current and Future Financing Needs


The actual amount of funds we will need to operate is subject to many factors, some of which are beyond our control. We have based our estimate on assumptions that may prove to be wrong. We may need to obtain additional funds sooner or in greater amounts than we currently anticipate. Potential sources of financing include strategic relationships, public or private sales of our shares or debt and other sources. We may seek to access the public or private equity markets when conditions are favorable due to our long-term capital requirements. We do not have any committed sources of financing at this time, and it is uncertain whether additional funding will be available when we need it on terms that will be acceptable to us, or at all. If we raise funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of our existing stockholders will be diluted. If we are not able to obtain financing when needed, we may be unable to carry out our business plan. As a result, we may have to significantly limit our operations and our business, financial condition and results of operations would be materially harmed.


Item 3. Quantitative and Qualitative Disclosures About Market Risk.


Not applicable because the Company is a smaller reporting company.


Item 4. Controls and Procedures.


Disclosure Controls and Procedures


The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this quarterly report, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the SEC.  The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure.  As required under Exchange Act Rule 13a-15, the Company’s management, including the Chief Executive Officer and Principal Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report.  Inasmuch as we only have one individual serving as our officer and employee we have determined that the Company has, per se, inadequate controls and procedures over financial reporting due to the lack of segregation of duties despite the fact that the Company has very little operating activity.   Management recognizes that its controls and procedures would be substantially improved if there was a greater segregation of the duties of Chief Executive Officer and Chief Financial Officer and as such is actively seeking to remediate this issue. Management believes that the material weakness in its controls and procedures referenced did not have an effect on our financial results.  Based on that evaluation, the Chief Executive Office and Principal Financial Officer concluded that the disclosure controls and procedures are ineffective.



3



Changes in Internal Control


There have been no changes in internal controls over the financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.



PART II - OTHER INFORMATION


Item 1. Legal Proceedings.


We are not currently a party to any legal proceedings, and we are not aware of any proceeding pending or threatened against us by any governmental authority or other party.


Item 1A.  Risk Factors.


Not applicable because the Company is a smaller reporting company.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.


On July 8, 2011 the Company issued to one investor 150,000 Units (each unit being comprised of one share of the Company’s common stock and a warrant exercisable over a three year period for one share of common stock at an exercise price of $1.25 per share). The Units were sold at a price of $.20 per Unit for an aggregate of $30,000.  The offer and sale of the foregoing securities was made solely to one “accredited investor” and in reliance upon and pursuant to the exemptions from registration provided by Regulation S of the Securities Act of 1933, as amended.


On August 16, 2011 the Company agreed to issue a total of 200,000 shares of common stock to one director for cash in the amount of $0.05 per share for a total of $10,000. The issuance of the foregoing securities was made solely to one “accredited investor” and in reliance upon and pursuant to the exemptions from registration provided by Regulation S of the Securities Act of 1933, as amended.


On September 6, 2011, the Company agreed to issue to one investor 125,000 Units (each unit being comprised of one share of the Company’s common stock and a warrant exercisable over a three year period for one share of common stock at an exercise price of $1.25 per share). The Units were sold at a price of $.20 per Unit for an aggregate of $25,000.  The offer and sale of the foregoing securities was made solely to one “accredited investor” and in reliance upon and pursuant to the exemptions from registration provided by Regulation S of the Securities Act of 1933, as amended.


On October  27, 2011, the Company agreed to issue to one investor 250,000 Units (each unit being comprised of one share of the Company’s common stock and a warrant exercisable over a three year period for one share of common stock at an exercise price of $1.25 per share). The Units were sold at a price of $.20 per Unit for an aggregate of $50,000.  The offer and sale of the foregoing securities was made solely to one “accredited investor” and in reliance upon and pursuant to the exemptions from registration provided by Regulation S of the Securities Act of 1933, as amended.


Item 3. Defaults upon Senior Securities.


None.


Item 4. (Removed and Reserved).


Item 5. Other Information.


On October 11, 2011, the Board of Directors appointed Craig Russell to be President and Chief Executive Officer of the Company to fill the outstanding vacancies from  the resignation of Lynn Harrison as President and Chief Executive Officer of the Company, effective as of October 11, 2011.    On October 12, 2011, the Company received notice of the resignation of Lynn Harrison as a director of the Company. Mr. Russell, age 26, has been acting as a consultant to the Company since July 2010. From September 2008 through July 2010, Mr. Russell worked in the ecommerce industry at Quidco as a business development analyst tasked with analyzing and developing new business processes. Prior thereto, from July 2006 through September 2008, Mr. Russell worked for John Lewis as a project coordinator. Mr. Russell holds a degree in Economics along with training in Mineral Project and Finance appraisal from University College London.



4



Item 6. Exhibits.


 

 

31.1

Certification pursuant to Rule 13a-14(a)/15d-14(a) (1)

 

 

31.2

Certification pursuant to Rule 13a-14(a)/15d-14(a) (1)

 

 

32.1

Certification pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002 (1)

(1) Filed herewith.



5




SIGNATURES

 

Pursuant to the requirements 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 GOLD CORP.

 

 

 

 

 

Date: November 18, 2011

 

 

By:  

 

 

/s/  Craig Russell

 

 

 

Craig Russell

 

 

 

President and Chief Executive Officer

 

 

 

(Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer)

 




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