Attached files
| file | filename |
|---|---|
| EX-32.1 - CERTIFICATION - Bonanza Goldfield Corp. | bonz_321.htm |
| EX-32.2 - CERTIFICATION - Bonanza Goldfield Corp. | bonz_322.htm |
| EX-31.1 - CERTIFICATION - Bonanza Goldfield Corp. | bonz_311.htm |
| EX-31.2 - CERTIFICATION - Bonanza Goldfield Corp. | bonz_312.htm |
U.S. Securities and Exchange Commission
Washington, D.C. 20549
____________________
FORM 10-Q/A
____________________
(Mark One)
þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2012
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
For the transition period from N/A through N/A
____________________
Commission File No. 000-53612
____________________
Bonanza Goldfields Corp.
(Name of registrant as specified in its charter)
| Nevada | 26-2723015 | |
| State of Incorporation | IRS Employer Identification No. |
2415 East Camelback Road, Phoenix, AZ 85016
(Address of principal executive offices)
(928) 251-4044
(Issuer’s telephone number)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.0001 par value per share
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days: Yes ¨ No þ
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No þ
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non–accelerated filer. See definition of “accelerated filer large accelerated filer” and “Smaller reporting company” in Rule 12b–2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filer ¨ Non–Accelerated filer ¨ Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class
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Outstanding November 13, 2012
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Common stock, $0.0001 par value
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331,656,125
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EXPLANATORY NOTE - AMENDMENT
The sole purpose of this Amendment to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2012 (the “10-Q”) is to correct Part II Other Information, Unregistered Sales of Equity Securities and Use of Proceed Securities. The corrected paragraph in Registrant Part II Other Information Item 2. Unregistered Sales of Equity Securities and Use of Proceed Securities should read as follows:
The Company issued 10,793,445 common shares for $177,500 in cash. The Company granted 13,000,000 common stock for services of executives in the amount of $260,000 which is valued at the trading price of the stock on the date granted and has been recorded as stock payable.
Other than the changes described in this Explanatory Note, we are not amending or updating any information contained our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.
PART II – OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES
The Company issued 10,793,445 common shares for $177,500 in cash. The Company granted 13,000,000 common stock for services of executives in the amount of $260,000 which is valued at the trading price of the stock on the date granted and has been recorded as stock payable.
The offer and sale of such shares of our common stock were effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act of 1933 (the “Securities Act”) and in Section 4(2) of the Securities Act, based on the following: (a) the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Registrant
Date: November 15, 2012
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Bonanza Goldfields Corp.
By: /s/ Michael Stojsavljevich
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Michael Stojsavljevich
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Chairman, Chief Executive Officer (Principal Executive Officer)
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Registrant
Date: November 15, 2012
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Bonanza Goldfields Corp.
By: /s/ Michael Stojsavljevich
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Michael Stojsavljevich
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Interim Chief Financial Officer (Principal Accounting Officer,)
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