SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 2012
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
Commission File Number: 000-53612
Bonanza Goldfields Corporation
(Name of small business issuer as specified in its charter)
| Nevada | | 26-2723015 |
| State of Incorporation | | IRS Employer Identification No. |
2415 East Camelback Road, Suite 700, 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes þ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act. Yes o No þ
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter was $2,190,000.
State the number of shares outstanding of each of the issuer’s classes of equity securities, as of the latest practicable date: As at September 17, 2012 there were 320,862,680 shares of Common Stock, $0.0001 par value per share, issued and outstanding.
Documents Incorporated By Reference -None
Explanatory Note
The purpose of this Amendment No. 1 to Bonanza Goldfields Corporation Annual Report on Form 10-K for the year ended June 30, 2012, filed with the Securities and Exchange Commission on Sepember 28, 2012 (the “Form 10-K”), is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
ITEM 15. EXHIBITS AND REPORTS.
Exhibits
| 3.1 | | Articles of Incorporation * |
| 3.2 | | Amendments to Articles of Incorporation * |
| 3.1 | | Bylaws of the Corporation * |
| 10.1 | | Agreement with Gold Exploration and Bonanza Goldfield, Dated July 1, 2009 * |
| 10.2 | | Peter Cao Chief Operating Officer Employment agreement * |
| 10.3 | | Scott Geisler Chief Executive Officer Employment Agreement * |
| 10.4 | | Scott Geisler Waiver and Settlement Agreement * |
| 10.5 | | Michael Stojsavljevich employment agreement * |
| 14.1 | | Code of Ethics * |
| 31.1 | | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. * |
| 31.2 | | Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. * |
| 32.1 | | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. * |
| 32.2 | | Certification of Chief Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. * |
101.INS | | XBRL INSTANCE DOCUMENT ** |
101.SCH | | XBRL TAXONOMY EXTENSION SCHEMA ** |
101.CAL | | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE ** |
101.DEF | | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE ** |
101.LAB | | XBRL TAXONOMY EXTENSION LABEL LINKBASE ** |
101.PRE | | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE ** |
________________
* previously filed.
** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this report on Form 10-K shall be deemed “furnished” and not “filed”.
SIGNATURES
In accordance with 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, there unto duly authorized.
Registrant Date: September 28, 2012 | Bonanza Goldfields Corporation | |
| | By: | /s/ Michael Stojsavljevich | |
| | | Michael Stojsavljevich | |
| | | Chief Executive Officer | |
| Date: September 28, 2012 | By: | /s/ Michael Stojsavljevich | |
| | | Michael Stojsavljevich | |
| | | Chief Financial Officer (Principal Accounting Officer) | |
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
| Date: September 28, 2012 | By: | /s/ Michael Stojsavljevich | |
| | | Michael Stojsavljevich | |
| | | Director | |
| Date: September 28, 2012 | By: | /s/ Peter Cao | |
| | | Peter Cao | |
| | | Director | |
| Date: September 28, 2012 | By: | /s/ Baoky Vu | |
| | | Baoky Vu | |
| | | Director | |
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