10-Q/A 1 bonz_10qa.htm AMENDMENT NO. 1 bonz_10qa.htm
U.S. Securities and Exchange Commission
Washington, D.C. 20549
____________________
FORM 10-Q/A
Amendment No. 1
____________________
 
  (Mark One)    
 
þ Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
  
     
  For the quarterly period ended December 31, 2011  
     
  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 o    No  þ
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class
  
Outstanding February 29, 2012
Common stock, $0.0001 par value
  
308,457,916
 
 
 
 
 
Explanatory Note
 
The purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended December 31, 2011, as filed with the Securities and Exchange Commission on March 22, 2012  is to furnish Exhibit 101 to the Form 10-Q as required by Rule 405 of Regulation S-T. 
 
Users of this data are advised that pursuant to Rule 406T of Regulation S-T these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections. No other changes have been made to the Form 10-Q other than those described herein. 
 
 
 
 

ITEM 6.        EXHIBITS
 
Exhibit
Number		    Description
31.1   Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act*
31.2
  
Certification of Chief Financial 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 Financial 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**
_____________
* Filed with our Form 10-Q as filed on March 22, 2012. 
** Filed herewith
 
 
 
 
 
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.
 
  Bonanza Goldfields Corp.  
Registrant      
Date: May 16, 2012
By:
/s/ Scott Geisler  
    Scott Geisler  
    Chairman, Chief Executive Officer (Principal Executive Officer)  
       
       
       
  Bonanza Goldfields Corp.  
Registrant      
Date: May 16, 2012 By: /s/ Pen-Mun Foo  
    Pen-Mun Foo  
    Chief Financial Officer (Principal Accounting Officer,)