UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 8, 2023 (March 3, 2023)
BONANZA GOLDFIELDS CORP.
(Exact name of registrant as specified in its charter)
| Nevada | | 000-53612 | | 26-2723015 |
(State or other jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
37th Floor, Singapore Land Tower 50 Raffles Place Singapore | | 048623 |
| (Address of principal executive offices) | | (Zip Code) |
| | | |
| Registrant’s telephone number, including area code +65 6829 7029 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| Common | BONZ | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 4.01 Change in Registrant’s Certifying Accountant
Dismissal of J&S Associate and Engagement of Olayinka Oyebola & Co.
On March 3, 2023, the Board of Directors of Bonanza Goldfields Corp., a Nevada corporation (“we” or “us”), approved the resignation of J&S Associates (“J&S”) as our independent registered public accountant, effective immediately. Except as noted in the paragraph immediately below, the reports of J&S on the Company’s consolidated financial statements for the years ended December 31, 2021 and 2020, did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.
The reports of J&S on the Company’s consolidated financial statements as of and for the year ended December 31, 2021, contained explanatory paragraphs which noted that the Company suffered from an accumulated deficit of $16,157,367 and net loss of $2,121,074, which raised doubt about its ability to continue as a going concern.
During the years ended December 31, 2021 and 2020, the Company has not had any disagreements with J&S on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to J&S’ satisfaction, would have caused them to make reference thereto in their reports on the Company’s consolidated financial statements for such periods.
During the years ended December 31, 2021 and 2020, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
We have requested that J&S furnish us with a letter addressed to the Commission stating whether it agrees with the above statements. A copy of this letter is included herewith as Exhibit 16.2.
Concurrently therewith, we retained the firm of Olayinka Oyebola & Co. (“OO”), to audit our consolidated financial statements for our fiscal year ending December 31, 2022.
During the fiscal years ended December 31, 2021 and 2020, and through the date of this Form 8-K, neither the Company nor anyone acting on its behalf consulted OO regarding (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and OO did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (2) any matter that was either the subject of a disagreement with J&S on accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of J&S, would have caused J&S to make reference to the matter in their report, or a “reportable event” as described in Item 304(a)(1)(v) of Regulation S-K of the SEC’s rules and regulations.
Item - 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Number | | Exhibit |
| | | |
| 16.1 | | Consent of J&S* |
| 104 | | Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) |
*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 hereunto duly authorized.
| | Bonanza Goldfields Corp. |
| Dated: March 9, 2023 | | |
| | | |
| | By: | /s/ Chan Man Chung |
| | | Chan Man Chung |
| | | Chief Executive Officer |
