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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, 2012


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 8, 2012, the registrant had 5,923,005 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

3

Item IA. Risk Factors

3

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

3

Item 3. Defaults Upon Senior Securities

3

Item 4. Mine Safety Disclosures

3

Item 5. Other Information

3

Item 6. Exhibits

4


 





PART I

FINANCIAL INFORMATION


Item 1.  Financial Statements.


BONANZA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)


INDEX TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012


 

 

Balance Sheets as of  September 30, 2012 (Unaudited)  and December 31, 2011(Audited)

F-2

  

 

Statements of Operations for the Three and Nine Months Ended

 

September 30, 2012 and 2011, and Inception (August 7, 2006 ) to September 30, 2012 (Unaudited)

F-3

  

 

Statement of Stockholders’ Equity for the Period

 

from Inception Through September 30, 2012 (Unaudited)

F-4

  

 

Statements of Cash Flows for the Nine Months Ended

 

September 30, 2012 and 2011 and Inception (August 7, 2006) to September 30, 2012 (Unaudited)

F-5

  

 

Notes to Financial Statements (Unaudited)

F-6




F-1





BONANZA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS (unaudited)

SEPTEMBER  30, 2012 and DECEMBER 31, 2011

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

 

 

2012

 

2011

 

 

 

 

(unaudited)

 

(audited)

 

 

ASSETS

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

$

30,233

$

14,367 

 

Prepaid expenses

 

512

 

 

Total current assets

 

30,745

 

14,367 

 

 

 

 

 

 

 

Equipment, net

 

2,847

 

 

 

 

 

 

Mineral Properties, net

 

2,029,686

 

18,000 

 

 

 

 

 

Other Assets

 

 

 

 

 

Deposits

 

-

 

10,000 

 

 

 

 

 

TOTAL ASSETS

$

2,063,278

$

42,367 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

LIABILITIES

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$

21,847

$

25,886 

 

Note Payable - current portion

 

200,000

 

 

Total current liabilities

 

221,847

 

25,886 

 

 

 

 

 

 

 

Long-Term Liabilities

 

 

 

 

 

Note Payable

 

1,600,000

 

 

Total long-term liabilities

 

1,600,000

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

1,821,847

 

25,886 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

-

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

Common Stock, par $0.001, 250,000,000 shares authorized, 5,923,005 and

 

 

 

2,373,005 shares issued and outstanding, respectively

 

5,923 

 

2,373 

 

 

 

 

 

 

 

 

Paid in capital

 

862,915

 

406,465 

 

Deficit accumulated during the development stage

 

(627,407)

 

(392,357)

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS' EQUITY

 

241,431

 

16,481 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

2,063,278 

$

42,367 

 

 

 

 

 

 

 

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




F-2





BONANZA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF OPERATIONS

FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 and 2011

AND FROM THE PERIOD FROM AUGUST 7, 2006 (INCEPTION) TO SEPTEMBER 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2012

 

Three Months Ended September 30, 2011

 

Nine Months Ended September 30, 2012

 

Nine Months Ended September 30, 2011

 

 

From inception (August 7, 2006) to September 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

$

$

$

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

84,123 

 

58,219 

 

234,812 

 

103,351 

 

 

1,626,589 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATING LOSS

 

(84,123)

 

(58,219)

 

(234,812)

 

(103,351)

 

 

(1,626,589)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES

 

(248)

 

 

(248)

 

 

 

999,173 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS BEFORE INCOME TAXES

 

(84,371)

 

(58,219)

 

(235,050)

 

(103,351)

 

 

(627,407)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(84,371)

$

(58,219)

$

(235,050)

$

(103,351)

 

$

(627,407)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Shares Outstanding

 

5,387,280 

 

1,715,383 

 

4,610,680 

 

1,405,503 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss Per Share

$

(0.02)

$

(0.03)

$

(0.05)

$

(0.07)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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




F-3





BONANZA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (unaudited)

FROM INCEPTION  (August 7, 2006) TO SEPTEMBER 30, 2012

 

 

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)

Reverse stock split 1:150

(187,442)

187,442 

Shares issued for rounding

Cancellation of shares issued for mineral property acquisition

(10,000)

(10)

Shares issued for mineral property acquisition

100,000 

100 

7,900 

8,000 

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

150,000 

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 

Equity units inclusive one common share and one warrant  issued for cash on October 27, 2011 at $0.20 per unit

250,000 

250 

49,750 

50,000 

Forgiveness of debt by former director

152,768 

152,768 

Equity units inclusive one common share and one warrant issued for cash on December 1, 2011 at $0.20 per unit

250,000 

250 

49,750 

50,000 

Shares issued for mineral property acquisition

50,000 

50 

9,950 

10,000 

Net income – December 31, 2011

 

784,177 

784,177 

 

 

 

 

 

 

Balances, December  31, 2011

2,373,005 

2,373 

406,465 

(392,357)

16,481 

Equity units inclusive one common share and one warrant issued for cash on February 6, 2012 at $0.20 per unit

300,000 

300 

59,700 

60,000 

Equity units inclusive one common share and one warrant issued for cash on March 5, 2012 at $0.10 per unit

2,500,000 

2,500 

247,500 

250,000 

Equity units inclusive one common share and one warrant issued for cash on September 4, 2012 at $0.20 per unit

750,000 

750 

149,250 

150,000 

Net loss

 

(235,050)

(235,050)

 

 

 

 

 

 

Balances, September 30, 2012

5,923,005 

$

5,923 

$

862,915 

$

(627,407)

$

241,431 

 

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



F-4





BONANZA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS (unaudited)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

AND FROM INCEPTION (AUGUST 7, 2006) TO SEPTEMBER 30, 2012

 

 

 

 

 

Nine Months

Ended September  

30, 2012

 

Nine Months

Ended September  

30, 2011

 

 

From inception

(August 7, 2006)

to September  

30, 2011

 

Cash (used in) operating activities:

 

 

 

 

 

 

 

 

 

Net (loss) for the period

$

(235,050)

$

(103,351)

 

$

(627,407)

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

Common stock issued for services

 

-

 

100 

 

 

1,000 

 

 

Impairment of mineral properties

 

 

 

 

1,011,670 

 

 

Gain on deposal of mineral properties

 

-

 

-

 

 

(1,000,010)

 

 

Depreciation expense

 

59

 

-

 

 

59

 

Changes in Assets and Liabilities

 

 

 

 

 

 

 

 

 

Increase (decrease) in prepaid expenses

 

(512)

 

 

 

(512) 

 

 

Increase (decrease) in accounts payable

 

(8,445)

 

(7,509) 

 

 

17,441

 

 

Increase (decrease) in accrued interest

 

 

 

 

497 

 

Net cash (used in) operating activities

 

(243,948)

 

(110,760)

 

 

(597,262)

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from investing Activities:

 

 

 

 

 

 

 

 

 

Equipment

 

(2,906)

 

 

 

(2,906)

 

 

Mineral properties

 

(47,280)

 

(18,100)

 

 

(67,280)

 

Net cash (used in) Investing Activities

 

(50,186)

 

(18,100)

 

 

(70,186)

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

Advances from directors

 

 

56,823

 

 

170,811 

 

 

Proceeds from notes payable – affiliate

 

 

 

 

200 

 

 

Proceeds (Payments) on notes payable

 

(150,000)

 

-

 

 

(150,180)

 

 

Proceeds from sale of common stock

 

460,000

 

73,000

 

 

676,850

 

Net Cash Provided by Financing Activities

 

310,000 

 

129,823 

 

 

697,681 

 

 

 

 

 

 

 

 

 

 

 

 

Net Increase (Decrease) in Cash and Cash Equivalents

 

15,866

 

963

 

 

30,233

 

Cash and Cash Equivalents - Beginning

 

14,367 

 

 

 

 

Cash and Cash Equivalents - End

$

30,233

$

963 

 

$

30,233

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

 

 

Cash paid for interest

$

248 

$

 

$

340 

 

 

Cash paid for income taxes

$

$

 

$

 

Supplemental Non-Cash Investing and Financing Information

 

 

 

 

Shares issued for acquisition of mineral properties

$

-

$

-

 

$

29,760

 

 

Note payable issued for acquisition of mineral properties

$

1,950,000

$

-

 

$

2.950,000

 

 

Conversion of related party

$

-

$

-

 

$

18,560

 

 

Forgiveness of shareholder's loan

$

-

$

-

 

$

152,768

 

 

 

 

 

 

 

 

 

 

 

 

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



F-5






 

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION


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.


Basis of Presentation

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America.  The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month period ended September 30, 2012 are not necessarily indicative of the results for the full years. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited combined financial statements and the footnotes thereto for the periods ended December 31, 2011 filed in its annual report on Form 10-K. The Company is currently in the exploration stage. All activities of the Company to date relate to its organization, initial funding and share issuances.  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.


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.


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, 2012.


Recent Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification (ASC) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned recently issued rules and releases and believes their adoption  will not have a material impact on the Company's present or future financial statements.


NOTE 2 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 $627,407 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.


 

F-6





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.  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.  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 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 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 at that time.


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 were issued upon the closing of the Agreement; (ii) 50,000 Shares to be issued within 6 months of the closing of the Agreement, due to be issued shortly; and (iii) 50,000 Shares are to be issued within 12 months of the closing of the Agreement.  The remaining shares have yet to be issued.  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.


On February 28, 2012, the Company executed a Property Purchase Agreement (the “Agreement”) for the acquisition of certain property from Century Copper LLC (the “Seller”) pursuant to which the Company acquired a 100% interest in 1 patented mining claim and 26 lode mining claims located in Pinal County, State of Arizona (the “Assets”). The Company acquired the Assets from the Seller for a purchase price of  $2,000,000 which will be payable as follows: (i) Fifty Thousand Dollars ($50,000) for the Zellweger Patented Claim, of which (x) Ten Thousand Dollars ($10,000) was previously paid upon execution of a letter of intent between the parties; and (y) Forty Thousand Dollars ($40,000) was paid upon execution of the agreement; and (ii) One Million Nine Hundred Fifty Thousand Dollars ($1,950,000) is payable over a ten year period, of which (x) One Hundred Fifty Thousand Dollars ($150,000) was paid prior to February 28, 2012; and (ii) Two Hundred Thousand Dollars ($200,000) is to be paid annually thereafter commencing on February 28, 2013 until the total amount is paid or the agreement is mutually terminated.  The note is non-interest bearing.  The Company also agreed to issue  1,000,000 shares of its  common stock (the Shares”), which will be issued to the Seller as follows: i) 250,000 of its shares are to be issued within 4 months of closing of the definitive agreement, ii) 250,000 of its shares are to be issued within 8 months of the closing of the definitive agreement, iii) 250,000 of its shares are to be issued within 12 months of the closing of the definitive agreement, and iv) 250,000 of its shares are to be issued within 18 months of the closing of the definitive agreement.  None of the shares have yet to be issued.  In addition, the Seller will retain; i) a 5% Net Smelter Returns Royalty on the 26 mining claims included in the property, ii) a 2% Net Smelter Returns Royalty on the gross mineral production patented mining claim.  In addition, we agreed to provide a work commitment for the property of One Million Dollars ($1,000,000) over five (5) years



F-7




and will grant the seller an additional One Million (1,000,000) shares of post-split common stock upon discovery of a twenty-five million (25,000,000) ton copper deposit on said property.  


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. 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. 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.


At September 30, 2012, 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 – CAPITAL STOCK


The total number of shares of capital stock which the Company has 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, in 2010 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 in 2010 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 3. 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 3 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 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 Company 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.


On June 30, 2011 the Company agreed to issue 100,000 shares on a post reverse split basis of common stock in connection with the Okanogan County mineral property acquisition discussed in Note 3. The shares were valued at $0.08 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 $0.20 per Unit for an aggregate of $30,000. 


On August 16, 2011 the Company issued 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 issued 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 $0.20 per Unit for an aggregate of $25,000. 


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 $0.20 per Unit for an aggregate of $50,000.  


On November 23, 2011, a stockholder and former officer of the Company forgave $152,768 of their advances to the Company and contributed the same amount to capital.



F-8





On December 1, 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 $0.20 per Unit for an aggregate of $50,000. 


On February 6, 2012, the Company issued to one investor 300,000 Units (each unit being comprised of one share of the Company’s common stock and a warrant exercisable over a three year period for 300,000 shares of common stock at an exercise price of $1.25 per share).  The Units were sold at a price of $0.20 per Unit for an aggregate of $60,000. 


On March 5, 2012, the Company issued to one investor 2,500,000 Units (each unit being comprised of one share of the Company’s common stock and a warrant exercisable over a three year period for 2,500,000 shares of common stock at an exercise price of $1.25 per share).  The Units were sold at a price of $0.10 per Unit for an aggregate of $250,000. 


On September 4, 2012, the Company issued to one investor 750,000 Units (each unit being comprised of one share of the Company’s common stock and a warrant exercisable over a three year period for 750,000 shares of common stock at an exercise price of $1.25 per share).  The Units were sold at a price of $0.20 per Unit for an aggregate of $150,000. 


The Company had 5,923,005 and 2,373,005 shares of common stock issued and outstanding, as of September 30, 2012 (unaudited) and December 31, 2011 (audited).


Warrants issued in connection with sale of common shares


Description of warrants


(i) Warrants issued during quarterly period ended March 31, 2012


For the period ended March 31, 2012, in connection with the sale of 300,000 and 2,500,000 shares of its common stock at $0.20 and $0.10 per share respectively or $310,000 in gross proceeds to the investors, the Company issued warrants to purchase 2,800,000 shares of its common stock exercisable at $1.25 per share, such warrant  expiring three (3) years from the date of issuance.


The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:


ExpExpected life (year)

 

3.00

 

 

 

 

 

ExpExpected volatility

 

40%

*

 

 

 

 

RiskRisk-free interest rate

 

0.75%

 

 

 

 

 

DiviDividend yield

 

0.00%

 


* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded goldmine companies to calculate the expected volatility.  The reason for selecting comparable public traded goldmine companies is that the Company plans to engage in goldmine business.  The Company calculated five (5) comparable public traded goldmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded goldmine companies’ historical volatility as its expected volatility.


The Company allocated the gross proceeds of $310,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $257,920 and $52,080, respectively, using the Black-Scholes Option-Pricing Model with the above assumptions.


(ii) Warrants issued on September 4, 2012


On September 4, 2012, in connection with the sale of 750,000 shares of its common stock at $0.20 per share  or $150,000 in gross proceeds to the investor, the Company issued warrants to purchase 750,000 shares of its common stock exercisable at $1.25 per share, such warrant  expiring three (3) years from the date of issuance.




F-9




The fair value of the warrant grant estimated on the date of grant uses the Black-Scholes Option-Pricing Model with the following assumptions:


ExpExpected life (year)

 

3.00

 

 

 

 

 

ExpExpected volatility

 

35%

*

 

 

 

 

Risk-free interest rate

 

0.31%

 

 

 

 

 

Dividend yield

 

0.00%

 


* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public traded goldmine companies to calculate the expected volatility.  The reason for selecting comparable public traded goldmine companies is that the Company plans to engage in goldmine business.  The Company calculated five (5) comparable public traded goldmine companies’ historical volatility over the expect life of the warrants and averaged the five (5) comparable public traded goldmine companies’ historical volatility as its expected volatility.


The Company allocated the gross proceeds of $150,000 between common stock and warrants based on their relative fair value, estimated on the date of grant, valued common stock and the warrant at $115,230 and $34,770, respectively, using the Black-Scholes Option-Pricing Model with the above assumptions.


Summary of warrant activities


The table below summarizes the Company’s non-derivative warrant activities through September 30, 2012:


 

 

 

 

 

 

 

Number of warrants

Exercise price per share

Weighted average exercise price

Fair value at grant date

Aggregate intrinsic value

Balance, December 31, 2011

775,000

1.25

1.25

$19,266

-

 

 

 

 

 

 

Granted

3,550,000

$1.25

$1.25

  86,850

-

 

 

 

 

 

 

Cancelled

-

-

-

-

-

 

 

 

 

 

 

Exercised (Cashless)

-

-

-

-

-

 

 

 

 

 

 

Exercised

-

-

-

-

-

 

 

 

 

 

 

Expired

-

-

-

-

-

 

 

 

 

 

 

Balance, September 30, 2012

4,325,000

$1.25

$1.25

$106,116

-

 

 

 

 

 

 

Earned and exercisable, September 30, 2012

4,325,000

$1.25

$1.25

$106,116

-

 

 

 

 

 

 

Unvested, September 30, 2012

-

-

-

-

-

 

 

The following table summarizes information concerning outstanding and exercisable warrants as of September 30, 2012:


 

 

 

 

 

 

 

 

Warrants Outstanding

Warrants Exercisable

Range of exercise prices

Number outstanding

Average remaining life (in years)

Weighted average exercise price

Number outstanding

Average remaining life (in years)

Weighted average exercise price

 

 

 

 

 

 

 

$1.25

4,325,000

2.23

$1.25

4,325,000

2.23

$1.25




F-10





NOTE 5 – 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 Company’s officer and director is 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.

 

Pursuant to the terms of the Agreement dated February 28, 2012 to purchase a property located in Pinal County, State of Arizona, the Company agreed to provide a work commitment (the “Work Commitment”) for the Assets of $1,000,000 over a 5-year period. The Company also agreed to grant to the Seller an additional One Million (1,000,000) post-split Shares upon discovery of a twenty five million (25,000,000) ton copper deposit on said property.


NOTE 6 – INCOME TAXES

 

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.  As of September 30, 2012 the Company has incurred a loss of $627,407 resulting in a net operating loss carryforward for income tax purposes.  The loss results in a deferred tax asset of approximately $213,000 at the effective statutory rate.  The deferred tax asset has been off-set by an equal valuation allowance.


NOTE 7 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through November 8, 2012, the date the financial statements were available to be issued.  Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure.




F-11





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, 2012 through September 30, 2012 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, 2011 and the other information set forth in our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on April 16, 2012.   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 in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2012.


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.


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. We are a gold and metals exploration company.  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 and our ability to commence exploration activities.  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.  In February 2012 we acquired one (1) patented mining claim (the “Zellweger Patented Claim”) and twenty-six (26) lode mining claims (the “Kelvin Prospect Claims”) in Sections 8, 9 and 17, Township 4 South, Range 13 East, G.&S.R.B.&M., Pinal County, Arizona.  The acquisition agreements require certain future payments to be made by us, the cash payments of which have been made; however, we have not issued all shares of stock due under the terms of the acquisition agreements and the seller could take legal action against us for failure to make such payments.  While due to a 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.


Significant Accounting Policies


Management believes that the significant 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 significant accounting policies are discussed throughout this MD&A, where such policies have a material effect on reported and expected financial results. Refer to Part II. Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2011 for a discussion of our Significant Accounting Policies.


Plan of Operations


We are developing a gold and metals exploration company.  Craig Russell, our Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer, has experience in the precious metals industry.  The Company plans to leverage his vast knowledge of the industry to acquire properties for exploration.  We recently acquired two properties for our mineral exploration activity and intend to commence exploration activities, upon receipt of additional financing.



1





Off Balance Sheet Arrangements


There are no off balance sheet arrangements.


Results of Operations for the Three and Nine Months Ended September 30, 2012 and 2011


For the nine months ended September 30, 2012 as compared to the nine months September 30, 2011, total revenues were $0 and $0, respectively; and net losses were $235,050 and $103,351, respectively. For the three months ended September 30, 2012 as compared to the three months September 30, 2011, total revenues were $0 and $0, respectively; and net losses were $84,371 and $58,219, respectively. The net losses were attributable to operating expenses.   The increased expenses were incurred due to increased legal and audit fees incurred in connection with the addition of new mining properties and other expenses associated with regulatory compliance.   We anticipate incurring further increased expenses once we begin exploration activities and will require additional funding to support our working capital needs.


Liquidity and Capital Resources


At September 30, 2012 we had cash or cash equivalents of $30,233 and had a working capital deficit of $191,102. At September 30, 2012 our assets consisted of the cash described above, prepaid expenses of $512, IT equipment of $2,847 and mineral properties which had a net value of $2,029,686.  We issued a note payable as partial consideration for the purchase of our mineral properties in the amount of $2,000,000. The current portion of this note is due February 2013.  We are obligated to finance a work commitment in the amount of One Million Dollars over a two-year period that commenced June 2011 as well as a five-year work commitment associated with the property purchase agreement on February 28, 2012; however, we currently do not have the funds to finance such a commitment.  In order to finance the work commitment we will need to raise additional funds.


Our net cash used in operating activities for the nine months ended September 30, 2012 was $243,948 and was primarily the result of our net loss of $235,050. Our net cash used in operating activities for the nine months ended September 30, 2011 was $110,760  and was the result of our net loss of $103,351.  Net cash used in investing activities for the nine months ended September 30, 2012 was $50,186, resulting from our investment in mineral properties and the purchase of IT equipment in the amount of $2,906. Net cash used in investing activities for the nine months ended September 30, 2011 was $18,000, resulting from our investment in mineral properties.  Our cash provided by financing activities for the nine months ended September 30, 2012 was $310,000 and consisted of $460,000 from the proceeds of our sale of common stock reduced by $150,000 of payments for the note issued for the acquisition of mineral properties on February 28, 2012.  Our cash provided by financing activities for the nine months ended September 30, 2011 was $129,823 and consisted of $56,823 from a loan from our former director and $73,000 from the proceeds of a note issued to shareholders.


We have recently raised funds through the sale of our securities. During the period ended March 31, 2012, we raised $310,000 in gross proceeds from the sale of our securities to investors.  During the three months ended September 30, 2012, we raised $150,000 in gross proceeds from the sale of our securities to investors.  However, we currently do not have enough funds to implement our business plan.   Until we raise additional funds, we will be unable to commence drilling activities.  However, 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.


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.



2





Item 3. Quantitative and Qualitative Disclosures About Market Risk.


Not applicable because the Company is a smaller reporting company.


Item 4. Controls and Procedures.


Evaluation of 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 who is also our 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 Officer and Principal Financial Officer concluded that the disclosure controls and procedures are ineffective.


Changes in Internal Control over Financial Reporting


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 September 4, 2012, we issued 750,000 shares of our common stock at $0.20 per share or $150,000 in gross proceeds to an investor together with warrants to purchase 750,000 shares of our common stock exercisable at $1.25 per share, such warrant  expiring three (3) years from the date of issuance.  The offer and issuance of such securities have not been registered under the Securities Act of 1933, as amended, in reliance upon the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, based on our belief that the offer and sale of the securities did not involve a public offering as the investor was an accredited investor and no general solicitation was involved in the offering.


Item 3. Defaults upon Senior Securities.


None.


Item 4. Mine Safety Disclosures


Not applicable


Item 5. Other Information.


None.




3





Item 6. Exhibits.


 

 

 31.1

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.


 

 

 101

Interactive Data File (Form 10-Q for the quarterly period ended September 30, 2012 furnished in XBRL). (1)

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document


(1) Filed herewith.




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 8, 2012

 

 

By:  

 

 

/s/  Craig Russell

 

 

 

Craig Russell

 

 

 

President and Chief Executive Officer

 

 

 

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

 




4