10-Q/A

U.S. Securities and Exchange Commission

Washington, D.C. 20549

____________________

FORM 10-Q/A

(Amendment No. 1)

____________________

(Mark One)

oQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2012

þTransition 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 companyþ

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  April 30, 2012
Common stock, $0.0001 par value	330,862,680

Explanatory Note

The purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended March 31, 2012, as filed with the Securities and Exchange Commission on May  15, 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

________________

* Filed with our Form 10-Q as filed on May 15, 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.
Date: May 16, 2012	By:	/s/ Scott Geisler
		Scott Geisler
		Chairman, Chief Executive Officer (Principal Executive Officer)
	Bonanza Goldfields Corp.
Date: May 16, 2012	By:	/s/ Scott Geisler
		Scott Geisler
		Interim Chief Financial Officer (Principal Accounting Officer,)

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NOTES PAYABLE

9 Months Ended

Mar. 31, 2012

Notes to Financial Statements

NOTES PAYABLE

The Company had the following notes payable outstanding as of March 31, 2012 and June 30, 2011:
	March 31,  2012			June 30, 2011
Gold Exploration LLC (a)
Dated - June 1, 2008	$	52,699		$	52,699
Venture Capital International (b)
Dated – March 30, 2009		12,000			12,000
Venture Capital International (c)
Dated - May 7, 2009		17,000			17,000
Advantage Systems Enterprises Limited (d)
Dated – July 3, 2009		17,000			17,000
Advantage Systems Enterprises Limited (e)
Dated – August 7, 2009		10,000			10,000
Venture Capital International (f)
Dated – October 15, 2009		10,000			10,000
Venture Capital International (g)
Dated – October 27,2009		7,000			7,000
Advantage Systems Enterprises Limited (h)
Dated – November 9, 2009		25,000			25,000
Venture Capital International (i)
Dated – November 23, 2009		5,000			5,000
Strategic Relations Consulting, Inc. (j)
Dated – March 31, 2010		15,000			15,000
Gold Exploration LLC (l)
Dated July 29, 2010		97,000			97,000
Summit Technology Corporation, Inc. (k)
Dated November 22, 2010		2,000			7,000
Freedom Boat, LLC (before unamortized discount) (m)
Dated February 7, 2011		250,000			250,000
Asher Enterprises, Inc. Convertible Note (n)
Dated – April 6, 2011		-			53,000
Dr. Linh B. Nguyen (o)
Dated May 23, 2011		25,000			25,000
Mr. Charles Chapman (p)
Dated December 27, 2011		50,000			-
Mr. Leroy Steury
Dated March 12, 2012 (q)		75,000			-
Total notes and convertible note payable		669,699			602,699
Less current portion of long-term debt		(597,951	)		(573,269	)
Less note discount		(71,748	)		(29,430	)
Long term debt	$	-		$	-

(a) The Company entered into a purchase agreement to purchase mining claims with Gold Exploration LLC in the amount of $99,000 on June 1, 2008. The Company paid $15,000 in cash and issued a note for $84,000 with an interest rate of 12% for the remaining balance. Pursuant to the purchase agreement, $7,000 should be paid each 90 days until the full principal balance plus accrued interest is paid off. As of March 31, 2012 and June 30, 2011, principal and accrued interest payable to Gold Exploration LLC for this note is $63,770 and $59,022, respectively.  This note is presently in default.

(b) On March 30, 2009, the Company issued a $12,000 demand promissory note to Venture Capital International, Inc. The note is due on demand with an interest rate of 5%.  As of March 31, 2012 and June 30, 2011, principal and accrued interest payable to Venture Capital International, Inc. related to this note is $13,782 and $13,332, respectively.

(c) On May 7, 2009, the Company issued a $17,000 demand promissory note to Venture Capital International, Inc.   The note is due on demand and has an interest rate of 5%.  As of March 31, 2012 and June 30, 2011, principal and accrued interest payable to Venture Capital International, Inc. related to this note is $19,436 and $18,798, respectively.

(d) On July 3, 2009, the Company issued a $17,000 demand promissory note to Advantage Systems Enterprise Limited.  The note is due on demand with an interest rate of 5%.  As of March 31, 2012 and June 30, 2011, principal and accrued interest payable to Advantage Systems Enterprise Limited under this note is $19,338 and $18,700 respectively.

(e) On August 7, 2009, the Company issued a $10,000 demand promissory note to Advantage Systems Enterprises Limited.  The note is due on demand with an interest rate of 5%. As of March 31, 2012 and June 30, 2011, principal and accrued interest payable to Advantage Systems Enterprise Limited, Inc. related to this is $11,323 and $10,948, respectively.

(f) On October 15, 2009, the Company issued a $10,000 demand promissory note to Venture Capital International.  The note is due on demand with an interest rate of 5%.  As of March 31, 2012 and June 30, 2011, principal and accrued interest payable to Venture Capital International related to this note is $11,228 and $10,853, respectively.

(g) On October 27, 2009, the Company issued a $7,000 demand promissory note to Venture Capital.  The note is due on demand with an interest rate of 5%.  As of March 31, 2012 and June 30, 2011, principal and accrued interest payable to with Venture Capital International related to this note is $7,849 and $7,586, respectively.

(h) On November 9, 2009, the Company issued a $25,000 demand promissory note to Advantage Systems Enterprise Limited.  The note is due on demand with an interest rate of 5%.  As of March 31, 2012 and June 30, 2011, principal and accrued interest payable to Advantage Systems Enterprise Limited related to this is $28,010 and $27,072, respectively.

(i) On November 23, 2009, the Company issued a $5,000 demand promissory note to Venture Capital International.  The note is due on demand with an interest rate of 5%. As of March 31, 2012 and June 30, 2011, principal and accrued interest payable to Venture Capital International related to this note is $5,588 and $5,400, respectively.

(j) On March 31, 2010, the Company issued a $15,000 demand promissory note to Strategic Relations Consulting, Inc.  The note is due on demand with an interest rate of 5%.  As of March 31, 2012 and June 30, 2011 principal and accrued interest payable to Strategic Relations Consulting, Inc. related to this note is $16,502 and $15,939, respectively.

(k) On November 22, 2010, the Company issued a $7,000 demand promissory note to Summit Technologies Corporation, Inc.  The note is due on demand with an interest rate of 5%.  As of March 31, 2012 and June 30, 2011, principal and accrued interest payable to Strategic Relations Consulting, Inc. related to this note is $2,286 and $7,211, respectively.

All of the demand promissory notes issued by the Company were unsecured.

(l) On July 29, 2010, the Company issued 8,300,000 common shares to Gold Exploration LLC, valued at $83,000 (or $0.01 per share) based upon the closing price of the Company’s stock on the date the agreement was executed, to partially repay  $10,000 of principal on the promissory note held by Gold Exploration LLC initially issued to Global Mineral Resources Corporation.  This payment of common stock reduced the outstanding balance of the note held by Gold Exploration LLC to $97,000. The Company recognized a loss on debt conversion of $73,000.  Recently the holder of the note called the balance of the note and demanded payment although the agreement states the note is not due until 2015 and the Company is not in default of the terms of the note.  The Company is in negotiations with the holder to resolve these matters.  The note is classified as a current liability on the balance sheet.

(m) On February 7, 2011, the Company issued a $250,000 promissory note with an interest rate of 12% per annum to Freedom Boat LLC (“Freedom Boat”). Payment of $2,500 is due monthly from July 5, 2011 through December 5, 2011 with a final payment of interest and principal of $260,000 due on February 7, 2012. Freedom Boat also has a right to royalties under certain conditions. The note is secured by the Hull Lode claim, the West Acre Hull tract, property held by David Janney and 10,000,000 of the Company’s common shares currently held in escrow.  Proceed from the note was used to purchase Tarantula Mining Claim from Judgetown, LLC.  As of March 31, 2012 and June 30, 2011, the remaining principal owed was $250,000.  This note is presently in default but the Company is negotiating with the holder for an extension of this note.

(n) The Company entered into a convertible promissory note with Asher Enterprises, Inc. on April 6, 2011 in the amount of $53,000. The note was due and payable on January 9, 2012 with an interest rate of 8%.  The note is convertible into 53,127,506 common shares by the holder.  As of June 30, 2011, the Company had a balance due including principal and accrued interest to Asher Enterprises, Inc. related to this promissory note in the amount of $53,883.  In September 2011, the Company paid $63,125 to satisfy all of the outstanding principal and accrued interest. $10,125 was recorded as interest expense.

(o) The Company entered into a demand promissory note with Linh B. Ngnyen on May 23, 2011 in the amount of $25,000.  The note is due on demand with an interest rate of 5%.  As of March 31, 2012 and June 30, 2011, the Company had a balance due including principal and accrued interest to Linh B. Ngnyen related to this promissory note in the amount of $26,065 and $25,127, respectively.

(p) On December 27, 2011, the Company issued a $50,000 promissory note to Mr. Charles Chapman.  The note was due on February 15, 2012 with an interest rate of 12%.  Pursuant to the note agreement, Mr. Chapman has the right to receive 500,000 shares of the Company’s common stock in lieu of interest payment. On December 28, 2011, the Company issued the 500,000 shares valued at $4,000 in lieu of the interest.  On March 19, 2012, the note agreement was amended to extend the due date to May 15, 2012.  Pursuant to the amendment, the Company issued an additional 500,000 common shares valued at $15,500.

(q) On March 12, 2012, the Company issued a $75,000 convertible note to Mr. Leroy Steury. Mr. Leroy Steury has the right to receive 7.5 million shares of common stock in lieu of unpaid principal and interest before June 17, 2012. The Company recorded a beneficial conversion feature of $75,000 on March 12, 2012 and amortized debt discount of $15,489 during the nine months ended March 31, 2012.

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MINING CLAIMS

9 Months Ended

Mar. 31, 2012

Notes to Financial Statements

MINING CLAIMS

The following is a detail of mining claims at March 31, 2012 and June 30, 2011:

	March 31, 2012			June 30, 2011
Tarantula (Hull Lode) Mining Claim	$	250,000		$	250,000
Midas Placer Mining Claim		565,700			565,700
Osiris Gold Joint Venture		50,000			50,000
		865,700			865,700
Impairment of mining claims		(615,700	)		(615,700	)
Total Mining Claims	$	250,000		$	250,000

The Company has impaired all claims expect for the Tarantula (Hull Lode) mining claim.

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Balance Sheets (Unaudited) (USD $)	Mar. 31, 2012	Jun. 30, 2011
CURRENT ASSETS
Cash	$ 69,587	$ 23,306
Prepaid interest	5,000	0
Total current assets	74,587	23,306
Property and equipment, net	9,911	7,250
Mining claims	250,000	250,000
TOTAL ASSETS	334,498	280,556
CURRENT LIABILITIES
Accounts payable and accrued liabilities	46,326	93,342
Accrued interest	27,948	27,098
Accounts payable and accrued liabilities - related party	18,500	76,316
Deferred liabilities	50,000	50,000
Convertible note payable	0	53,000
Notes payable, net of discount $71,748 and $29,430	597,951	520,269
Stock payable	29,500	0
TOTAL LIABILITIES	770,225	820,025
STOCKHOLDERS' DEFICIT
Series A Preferred stock, $0.0001 par value, 20,000,000 shares authorized; 0 and 3,000,000 issued and outstanding as of March 31, 2012 and June 30, 2011, respectively	0	300
Common stock, $0.0001 par value, 500,000,000 shares authorized; 311,529,345 and 278,507,916 issued and outstanding as of March 31, 2012 and June 30, 2011, respectively	31,153	27,851
Additional paid-in capital	5,585,442	4,947,879
Deficit accumulated during exploration stage	(6,052,322)	(5,515,499)
TOTAL STOCKHOLDERS' DEFICIT	(435,727)	(539,469)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 334,498	$ 280,556

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DESCRIPTION OF BUSINESS

9 Months Ended

Mar. 31, 2012

Notes to Financial Statements

DESCRIPTION OF BUSINESS

Bonanza Goldfields Corp. (the “Company”) was incorporated under the laws of the State of Nevada on March 6, 2008 (Inception). On August 3, 2009, the Company changed its fiscal year end to June 30th from June 18th.  The Company is in the process of acquiring mineral properties or claims located in Arizona. The recoverability of amounts from the properties or claims will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying properties and/or claims, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property and/or claim agreements and to complete the development of the properties and/or claims, and upon future profitable production or proceeds for the sale thereof.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. However, the Company has a working deficit and has not generated revenues since inception. During the nine months ended March 31, 2012, the Company incurred a net loss of $536,823.  For the period from inception through March 31, 2012, the Company has an accumulated deficit of $6,052,322.  Further, the Company has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors and the support of certain stockholders.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.  In this regard, Management is planning to raise any necessary additional funds through loans and additional sales of its common stock. There is no assurance that the Company will be successful in raising additional capital.

The Company's ability to meet its obligations and continue as a going concern is dependent upon its ability to obtain additional financing, achievement of profitable operations and/or the discovery, exploration, development and sale of mining reserves. The Company cannot reasonably be expected to earn revenue in the exploration stage of operations. Although the Company plans to pursue additional financing, there can be no assurance that the Company will be able to secure financing when needed or to obtain such financing on terms satisfactory to the Company, if at all.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Mar. 31, 2012

Notes to Financial Statements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's latest Annual Report filed with the SEC on Form 10-K for the year ended June 30, 2011.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Form 10-K have been omitted.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

Management evaluates these estimates and assumptions on a regular basis.  Actual results could differ from those estimates.

Exploration Stage Company

The Company's financial statements are prepared pursuant to SEC guidance and Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 915, Development Stage Entities, as it devotes substantially all of its efforts to acquiring and exploring mining interests that will eventually provide sufficient net profits to sustain the Company’s existence.

Mineral property rights

All direct costs related to the acquisition of mineral property rights are capitalized. Exploration costs are charged to operations in the period incurred until such time as it has been determined that a property has economically recoverable reserves, at which time subsequent exploration costs and the costs incurred to develop a property are capitalized. The Company reviews the carrying values of its mineral property rights whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts. An impairment loss is recognized when the carrying value of those assets is not recoverable and exceeds its fair value. As of March 31, 2012, management has determined that there was no impairment loss required for the nine months then ended.

At such time as commercial production may commence, depletion of each mining property will be provided on a unit-of-production basis using estimated proven and probable recoverable reserves as the depletion base. In cases where there are no proven or probable reserves, depletion will be provided on the straight-line basis over the expected economic life of the mine.

Impairment of Long-Lived Assets

Long-lived assets, such as property, plant, and equipment, and purchased intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and other intangible assets are tested for impairment.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Management has determined that there is no impairment loss required for the nine months ended March 31, 2012.

Basic and Diluted Net Loss Per Share

Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period.  The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding.  Diluted net loss per share for the Company is the same as basic net loss per share, as during the period where a net loss is reported the inclusion of common stock equivalents would be antidilutive.  

At March 31, 2012 and 2011, common stock equivalents consisted of warrants to purchase 15 million and 0 shares of common stock, respectively.

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

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Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2012	Jun. 30, 2011
Liabilities
Discount on notes payable	$ 71,748	$ 29,430
Stockholders Equity
Preferred Stock par value	$ 0.0001	$ 0.0001
Preferred Stock Authorized	20,000,000	20,000,000
Preferred Stock Issued	0	3,000,000
Preferred Stock Outstanding	0	3,000,000
Common Stock par value	$ 0.0001	$ 0.0001
Common Stock Authorized	500,000,000	500,000,000
Common Stock Issued	311,529,345	278,507,916
Common Stock Outstanding	311,529,345	278,507,916

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Document and Entity Information	9 Months Ended
	Mar. 31, 2012	Apr. 30, 2012
Document And Entity Information
Entity Registrant Name	Bonanza Goldfield Corp.
Entity Central Index Key	0001439264
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Amendment Flag	true
Amendment Description	Amendment to furnish XBRL Exhibits
Current Fiscal Year End Date	--06-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		330,862,680
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2012

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Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended		49 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
Income Statement [Abstract]
REVENUE	$ 0	$ 0	$ 0	$ 0	$ 0
OPERATING EXPENSES:
General and administrative	89,836	548,435	318,871	843,972	2,060,994
Exploration expense	10,852	11,440	67,832	11,440	250,870
Depreciation expense	120	0	362	0	362
Impairment of mining claims	0	0	0	565,700	714,700
Impairment of other assets	0	0	0	0	32,122
Total operating expenses	100,808	559,875	387,065	1,421,112	3,059,048
OTHER EXPENSES:
Interest expense	34,950	9,908	90,758	17,619	2,784,990
Loss on conversion of accounts payable	0	0	0	0	27,514
Loss on debt conversion	0	23,500	0	96,500	121,770
Loss on settlement of litigation	0	0	59,000	0	59,000
Total other expense	34,950	33,408	149,758	114,119	2,993,274
NET LOSS	$ (135,758)	$ (593,283)	$ (536,823)	$ (1,535,231)	$ (6,052,322)
NET LOSS PER SHARE:
Basic and diluted	$ 0.00	$ 0.00	$ 0.00	$ (0.01)
Weighted average of common shares outstanding, basic and diluted	304,578,551	165,745,355	294,365,241	130,867,229

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RELATED PARTY TRANSACTIONS

9 Months Ended

Mar. 31, 2012

Notes to Financial Statements

RELATED PARTY TRANSACTIONS

As of March 31, 2012 and June 30, 2011, the Company has payables to related parties of $18,500 and $76,316 for services provided.

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STOCK-BASED COMPENSATION

9 Months Ended

Mar. 31, 2012

Notes to Financial Statements

STOCK-BASED COMPENSATION

Effective June 18, 2008, the Board of Directors of the Company approved the 2008 Stock Option and Restricted Stock Plan (the "2008 Plan").  The Plan reserves 1,000,000 shares of common stock for grants of incentive stock options, nonqualified stock options, warrants and restricted stock awards to employees, non-employee directors and consultants performing services for the Company. Options and warrants granted under the Plan have an exercise price equal to or greater than the fair market value of the underlying common stock at the date of grant and become exercisable based on a vesting schedule determined at the date of grant.  The options expire 2 years from the date of grant whereas warrants generally expire 5 years from the date of grant. Restricted stock awards granted under the Plan are subject to a vesting period determined at the date of grant.

Effective June 6, 2011, the Board of Directors of the Company amended the 2008 Plan to increase the reserved grant shares from 1,000,000 common shares to 25,000,000 common shares.

The cost of all employee stock options, as well as other equity-based compensation arrangements, is reflected in the financial statements over the vesting period based on the estimated fair value of the awards.  

A summary of warrant activity for the nine months ended March 31, 2012 is presented below:

			Outstanding Warrants
	Shares Available for Grant		Number of Shares Granted		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
June 30, 2011		19,000,000		6,000,000	$	0.01		3.73	$	-
Grants		(9,000,000)		9,000,000	$	0.01		4.65		-
Cancellations		-		-		-
March 31, 2012		10,000,000		15,000,000	$	0.01		4.02		-

The Company values all warrants using the Black-Scholes option-pricing model.  Critical assumptions for the Black-Scholes option-pricing model include the market value of the stock price at the time of issuance, the risk-free interest rate corresponding to the term of the warrant, the volatility of the Company’s stock price, dividend yield on the common stock, as well as the exercise price and term of the warrant.  The warrants are not subject to any form of vesting schedule and, therefore, are exercisable by the holders anytime at their discretion during the life of the warrant.  No discounts were applied to the valuation determined by the Black Scholes option-pricing model.

On August 23, 2011, the Company granted Mr. Michael Cao, consultant, 6,000,000 warrants to purchase common stock of the Company at a price of $0.01 per share. The warrants are fully vested, have a five year expected life, expire on August 23, 2015, and were valued at $42,600 using the Black-Scholes option-pricing model. The following inputs and assumptions were used in the option-pricing model:

Expected dividend yield	None
Volatility	271.67	%
Weighted average risk free interest rate	0.95	%
Weighted average expected life (in years)	5.00

On November 4, 2011, the Company granted Mr. Jack Chow, consultant, 3,000,000 warrants to purchase common stock of the Company at a price of $0.01 per share. The warrants are fully vested, have a four year expected life, expire on November 4, 2016, and were valued at $29,814 using the Black-Scholes option-pricing model. The following inputs and assumptions were used in the option-pricing model:

Expected dividend yield	None
Volatility	273.09	%
Weighted average risk free interest rate	0.88	%
Weighted average expected life (in years)	4.00

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RESTATEMENT

9 Months Ended

Mar. 31, 2012

Notes to Financial Statements

RESTATEMENT

The financial statements for the three and nine months ended March 31, 2011 have been restated mainly to correct the misstatements resulting from the fraudulent conversion of two notes issued to Venture Capital International (See Note 8).

	Three months Ended March 31, 2011 (Originally Reported)			Restatement			Three months Ended March 31, 2011 (Restated)
Statement of Operations
General and administrative		164,043			403,200	(a)		548,435
					32,000	(b)
					(44,500	)(c)
					(6,308	)(d)
Exploration expense		37,440			(32,000	)(b)		11,440
					6,000	(e)
Interest expense		6,463			7,677	(h)		9,908
					6,894	(c)
					(10,000	)(i)
					(1,126	)(d)
Loss on  debt conversion		426,000			(8,000	)(j)		23,500
					(394,500	)(k)
Net Loss		(633,946	)		(40,663	)		(593,283	)
Loss per share		(0.00	)		(0.0	)		(0.00	)

	Nine months Ended March 31, 2011 (Originally Reported)			Restatement			Nine months Ended March 31, 2011(Restated)
Statement of Operations
General and administrative		216,993			643,200	(a)		843,972
					32,000	(b)
					(44,500	)(c)
					(3,721	)(d)
Exploration expense		37,440			(32,000	)(b)		11,440
					6,000	(e)
Impairment of mining claims		207,080			358,620	(f)		565,700
Interest expense		257,938			(73,000	)(g)		17,619
					(163,000	)(h)
					6,894	(c)
					(10,000	)(i)
					(1,213	)(d)
Loss on  debt conversion		586,676			73,000	(g)		96,500
					(8,000	)(j)
					(394,500	)(k)
					(160,676	)(i)
Net Loss		(1,306,127	)		(229,104	)		(1,535,231	)
Loss per share		(0.00	)		(0.01	)		(0.01	)

	Nine months Ended March 31, 2011 (Originally Reported)			Restatement			Nine months Ended March 31, 2011 (Restated)
Statements of Cash flows
Net loss	$	(1,306,127	)	$	(229,104	)	$	(1,535,231	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of mining claims		207,080			358,620	(f)		565,700
Loss on debt conversion		586,756			73,000	(g)		96,500
					(8,000	)(j)
					(394,500	)(k)
					(160,676	)( i )
					(80	)(d)
Common stock issued for compensation		89,000			643,200	(a)		687,700
					(44,500	)(c)
Beneficial conversion feature		243,677			(73,000	)(g)		-
					(170,677	)( i )
Amortization of debt discount		-			6,895	(c)		6,895
Changes in assets and liabilities:
Accounts payable and accrued expenses		84,003			(1,178	)(d)		82,825
Accrued expenses - related party		22,050						22,050
Net cash used in operating activities	$	(73,561	)	$	-		$	(73,561	)

(a) To record shares issued to Tucker Financial Services Inc. and Stock Loan Solutions LLC as stock compensation.

(b) To reclassify payment made to Multicom, Inc. and OM Telecom to officer compensation of David Janney.

(c) To adjust the value of stock issued for the modification of note payable to Freedom Boat and record the amortization. Legal fee was originally recorded at $44,500.

(d) Other miscellaneous adjustments.

(e) To adjust unrecorded expenses.

(f) To correct the value of common stock issued to acquire Midas Placer Mining Claim which was fully impaired.

(g) To reclassify $73,000 from interest expense related to a note held by Gold Exploration LLC to loss on conversion of debt.

(h) To adjust interest expense originally reported as the beneficial conversion feature of two notes fraudulently assigned to Gustavo Cifuentes Palma.

(i) To remove beneficial conversion feature recorded by mistake.

(j) To correct value of common stock issued to Pop Holdings, Ltd upon note conversion.

(k) To reverse the fraudulent conversion of note payable to Advantage of $87,000.

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COMMITMENT AND CONTINGENCIES

9 Months Ended

Mar. 31, 2012

Notes to Financial Statements

COMMITMENT AND CONTINGENCIES

The Company entered into a purchase agreement to purchase mining claims with Gold Exploration LLC in the amount of $99,000 on June 1, 2008. The agreement requires the Company to make royalty payments equal to 2% of the Net Smelter Returns (NSR) per year. The Company had no Smelter Returns for the nine months ended March 31, 2012 and no royalties have been paid.  The agreement does not have any commitment dates of when production is to begin.

On June 17, 2011, the Company signed a joint venture agreement with Osiris Gold, Inc., a Colorado Corporation, and Sial Exploration, Inc., a Colorado Corporation (collectively, the “Partners”). The Partners are actively involved with the exploration, development, and mining of mineral deposits in the regional southwest. The agreement involves a 1,351 acre mining claim in the historic Red Mountain Mining District of Colorado’s San Juan Mountains. The Company and its Partners agreed to form Red Mountain LLC to operate and manage the joint venture through a joint venture company.  The Company will receive an initial 10% ownership interest in the joint venture company with the potential to increase that share to a maximum of 49%.  Pursuant to the agreement, the Company shall make a payment of $50,000 upon the execution of the agreement, a payment of $800,000 on July 1, 2011, and another payment of $700,000 on August 1, 2011.  $50,000 was paid in June 2011 and fully impaired during fiscal year ended June 30, 2011.  The Company is presently in default on this agreement and no additional payments that were scheduled have been paid.  The Company has settled this agreement and paid the outstanding legal fees of $3,170.

On February 7, 2011, the Company entered into a $250,000 promissory note agreement with Freedom Boat which bears interest rate at 12%.  The agreement includes a royalty payment which includes 5% in royalty of its gross profits from gold extraction from the Tarantula Placer Mine and 5% royalty payment from the Hull Placer Mine.  The Company intends to re-negotiate the terms which would not include any royalty payments.

During the year ended June 30, 2011, prior management converted 80% of two notes from Venture Capital International for $12,000 dated March 30, 2009 and $17,000 dated May 7, 2009.  86,000,000 shares of common stock were issued to convert $23,200 in debt and $2,323 in accrued interest.  The fair value of those shares was $985,100.  The difference of $959,577 was expensed to loss on conversion of debt.  The prior CEO/CFO requested that Venture Capital International assign those notes to Gustavo Cifuentes Palma.  The Company was provided a signed debt purchase agreement purportedly executed by both Venture Capital International and Gustavo Cifuentes Palma dated November 2010.  Gustavo Cifuentues Palma then assigned 10% of these notes each to Tucker Financial Services, Inc., Vanilly Sky, S.A., Stock Loan Solutions, Euroline Clearing Corporation, Enavest Internacional S.A., and Nicolas Sprung.  In October 2011, the Company learned that the signatures on the original debt purchase agreement from Venture Capital International by Gustavo Cifuentes Palma were forgeries.  The agreement was never executed by Venture Capital International and Venture Capital International was never paid for the debt purchase.  Since the assignments have been deemed forgeries, the Company has recorded the stock issued as compensation and recorded compensation expense of $985,100.  The Company is uncertain of the affiliation between the prior CEO/CFO and Gustavo Cifuentes Palma and if he had any knowledge of the forgeries.

On October 25, 2011, David Janney resigned from all positions he held at the Company, including but not limited to, Chief Executive Officer, Chief Financial Officer, Chairman and member of the Board of Directors, and Secretary.  Scott Geisler was appointed Chief Executive Officer, President and Secretary of the Company.  Pen-Mun Foo was appointed Chief Financial Officer of the Company.

In October 2011, new management learned that the prior CEO/CFO failed to have entity level controls, lacked segregation of duties, among many other internal control deficiencies.  The Company believes that the prior CEO/CFO concealed these matters from the professional advisors until those advisors requested David Janney for additional documentation in which Mr. Janney acknowledged the following to new management and independent legal counsel:

1.   The Company was informed that the prior CEO/CFO, created a series of promissory notes, such form of notes being provided by a lawyer named John Thomas, Esq.  These promissory notes and documentation provided a signed assignment of two promissory notes with Venture Capital, Inc. a group from Switzerland.  Over time, including discussions with the prior CEO/CFO, new management was able to directly contact a representative of Venture Capital who claims that its signatures on the notes and the later conversions to equity were forged. The alleged improper assignment orchestrated the issuance of converted  allegedly improperly transferred debt for the following numbers of shares:

a)   December 9, 2010: Tucker Financial Services, Inc. received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.

b)   January 24, 2011; Tucker Financial Services, Inc. received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.

c)   February 16, 2011: Stock Loan Solutions received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.

d)   February 22, 2011:  Nicolas Sprung of Tucker Financial Services, Inc. received 12,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.

e)   April 18, 2011: Euroline Clearing Corporation received 7,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.

f)   April 18, 2011:   Enavest International S.A., received 7,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.

g)   April 18, 2011: Vanilla Sky, S.A. received 7,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although new management believes that such exemption was not available) for the conversion of $2,900 of debt.

h)   June 28, 2011: Scott Geisler received 17,000,000 common shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 (although Mr. Geisler had no knowledge of the documentation provided by John Thomas was false for the conversion of $2,900 of debt.  On February 23, 2012 the Company cancelled the common shares and reissued based upon the original pricing of the shares.

All legal opinions related to these conversions, documentations, and issuances of shares alleged to be exempt from registration under Rule 144 of the Securities Act of 1933 were prepared by John Thomas, Esq.

2.   The prior CEO/CFO personally sent $39,000 to a cable company in the Dominican Republic in which current management has been informed that David Janney owns/controls this company.  The Company settled this issue with David Janney in the settlement agreement discussed in Note 12.

3.   John Thomas signed various documents as a Board member of the Company, a position which he has never lawfully held, including the transaction with Asher Enterprises, Inc., pursuant to which Asher received 53,000,000 shares of Bonanza common stock which represented about thirty-two (32%) percent of the issued and outstanding shares of the Company in exchange for a $53,000 promissory note.  Current management has negotiated the cash payment of this note and has cancelled the 53,000,000 common shares held in escrow.

In September 2011, David Janney created Board of Directors minutes dated June 15, 2011 for shares issued to employees of the company and included 1,000,000 shares issued to Frank Baumgartner.  Mr. Baumgartner was never issued the common shares as new management could not find any documents to support such issuance and the Company does not intend to issue these 1,000,000 common shares to Frank Baumgartner.

On December 14, 2011, the Company entered into a consulting agreement for advisory services which would provide for a monthly advisory fee of $3,000 starting January 25, 2012 and the issuance of 500,000 common shares.  The term of this agreement is one year.

On February 13, 2012, the Company entered into a consulting agreement with Benchmark Advisory Partners, LLC.  Benchmark will provide public relations services for nine months.  Benchmark’s compensation for these services is $10,000.  In the September 30, 2011 Form 10-Q, the Company reported that Benchmark compensation would be 10,000,000 common shares, which was reported in error.

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LOSS ON SETTLEMENT OF LITIGATION

9 Months Ended

Mar. 31, 2012

Notes to Financial Statements

LOSS ON SETTLEMENT OF LITIGATION

On February 26, 2012, the Company entered into a settlement agreement with David Janney (our former CEO/CFO) for his actions outlined in the June 30, 2011 Form 10-K related to wrongfully issued common stock of the Company, among many other things. The settlement agreement includes the following terms:

a.   The Company agreed to issue 5 million shares of restricted Bonanza Goldfields common stock to Mr. Janney as a form of compensation. The shares will be paid in two tranches. The first 2,500,000 shares should be issued upon the execution of the settlement and is issued on March 19, 2012. The second 2,500,000 shares will be issued six months from the execution date of the settlement.

b.   The funds held in escrow by Christine Wright at the Wright Law Firm, P.A. on behalf of Freedom Boat, LLC for a loan under Mr. Janney’s name will be considered payment in full for Mr. Janney's return of 20,000,000 shares to the treasury on August 29, 2011.

c.   Mr. Janney agreed not to sell any more than 1,000,000 shares of his personnel holdings of Bonanza Goldfields common stock in the open market in any thirty-day period.

d.   Mr. Janney agrees to return to the Company all of the Company’s property in his possession or in the possession of his family or agents including without limitation Bonanza's files and all documentation (and all copies thereof) dealing with the finances, operations and activities of the Company, its clients, employees or suppliers.

The Company recorded loss of $59,000 on this settlement in the quarter ended December 31, 2011 as a recognized subsequent event.  During the period from October 1, 2011 through December 31, 2011, the Company was in discussion with Mr. Janney’s attorney related to litigation for causes of action against Mr. Janney during his tenure as Chief Executive Officer and Chief Financial Officer and Mr. Janney was demanded by the Company for the return of 20,000,000 common shares.  The Company did not compensate David Janney for this period.

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SUBSEQUENT EVENTS

9 Months Ended

Mar. 31, 2012

Notes to Financial Statements

SUBSEQUENT EVENTS

On April 11, 2012, the Company issued 13,333,335 common shares for $200,000 in cash.

On October 12, 2011, the Company issued 7,000,000 shares of common stock to an investor for $56,000 cash. Pursuant to the subscription agreement, the investor has a right to sell the 7 million shares back to the Company at an interest rate of 12% after April 11, 2012. On April 12, 2012, the investor modified the agreement to waive the right to sell 7 million shares back.  As consideration, the Company issued the investor warrants to purchase 2,500,000 shares of the Company’s common stock at $0.02 per share. The warrants expire on October 11, 2012 and have a fair value of $66,985 on the grant date. Proceeds of $56,000 from this issuance were originally recorded as refundable subscription and has been reclassified to additional paid-in capital as of March 31, 2012.

On May 11, 2012 Pen Foo resigned as Chief Financial Officer and Scott Geisler accepted the position of Interim Chief Financial Officer, and Principle Accounting Officer.

On April 6, 2012, Peter Cao was appointed as a member of the Board of Directors and the chief operating officer of the Company.  

On May 8, 2012, the Company entered into an employment contract with Mr. Cao. Pursuant to the agreement, the Company will pay monthly compensation of $1,000. Mr. Cao is also entitled to 2,000,000 common shares at $0.06 per share for the production or increase in the Company’s market value for every $15 million up to $100 million.  Additionally, Mr. Cao is granted options to purchase a total of 8,000,000 common shares. Options for 4 million common shares exercisable at $0.025 per share vest immediately. After six months of Mr. Cao’s employment with the Company, additional options to purchase 4,000,000 shares at $0.025 per share will vest. The 8,000,000 options are valued at $198,519.

On May 10, 2012, the Company entered into a two-year employment contract with Mr. Scott Geisler,  Chief Executive Officer.  The agreement allows the immediate accrual of unpaid salary from August 29, 2011 at $100,000 per year.  Mr. Geisler will also receive a longevity bonus equal to the sum of $20,000 plus $5,000 for each year of service. The longevity bonus shall be paid in cash on each anniversary of the effective date of this agreement.  The Company will also pay for health insurance benefits with the health insurance policy adopted by the Board of Directors.  The Company also issued stock options to purchase a total of 17,000,000 common shares. Options for 8,500,000 common shares at $0.01 per share vest immediately.  Additional options to purchase 8,500,000 common shares at $0.01 per share will vest in August 2012.  The 17,000,000 options are valued at $507,862.  These options have a term of 5 years and could be exercised cashless.

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Statements of Cash Flows (Unaudited) (USD $)	9 Months Ended		49 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (536,823)	$ (1,535,231)	$ (6,052,322)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	362	0	362
Impairment of mining claims	0	565,700	714,700
Impairment of other assets	0	0	32,122
Options issued	0	0	2,500
Common stock issued for compensation	62,800	687,700	1,207,119
Beneficial conversion feature	0	0	2,074,827
Option issued for services	72,414	0	174,412
Loss on debt conversion	0	96,500	121,770
Loss on account payable conversion	0	0	27,514
Amortization of debt discount	48,182	6,895	117,139
Stock issued for interest expense	4,000	0	500,760
Loss on settlement of litigation	59,000	0	59,000
Changes in assets and liabilities:
Prepaid expenses	(5,000)	0	(5,000)
Accounts payable and accrued expenses	(46,166)	82,825	82,104
Accrued expenses - related party	(38,488)	22,050	42,772
Other payables	0	0	(9,944)
Net cash used in operating activities	(379,719)	(73,561)	(910,165)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in mining property	0	0	(50,000)
Purchase of intangible asset	0	0	(99,000)
Net cash used in investing activities	0	0	(149,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from investment	0	50,000	50,000
Repayment of notes payable	(58,000)	0	(115,500)
Proceeds from notes payable	125,000	23,300	483,800
Conversion of notes payables	0	0	60,452
Proceeds from convertible note payable	0	0	31,000
Proceeds from the issuance of common stock	359,000	0	619,000
Net cash provided by financing activities	426,000	73,300	1,128,752
INCREASE (DECREASE) IN CASH	46,281	(261)	69,587
CASH, BEGINNING OF PERIOD	23,306	261
CASH, END OF PERIOD	69,587	0	69,587
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	32,725	9,908	503,900
Income taxes paid	0	0	0
NONCASH INVESTING AND FINANCING TRANSACTIONS
Common stock issued to acquire mining claim	0	250,000	458,700
Common stock issued for fixed assets	3,023	0	39,395
Common stock issued for accounts payable and accrued liabilities	19,328	0	33,878
Common stock issued for conversion of debt	0	83,000	126,267
Common stock issued for debt modification	15,500	0	63,887
Common stock to be issued for settlement of litigation	29,500	0	29,500
Preferred stock issued for accrued compensation	$ 0	$ 0	$ 300

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EQUITY

9 Months Ended

Mar. 31, 2012

Notes to Financial Statements

EQUITY

During the nine months ended March 31, 2012, the Company issued 42,571,429 shares of common stock for $359,000 in cash.  Within the 42,571,429 shares issued, 7,000,000 shares were issued to an investor with a right to sell the shares back to the Company at an interest rate of 12% after April 11, 2012. On April 12, 2012, the holder waived the right to sell 7 million shares back. As  consideration, the Company issued the investor warrants to purchase 2,500,000 shares of the Company’s common stock at $0.02 per share. The warrants expire on October 11, 2012 and have a fair value of $66,985 on the grant date. Proceeds of $56,000 from this issuance originally recorded as refundable subscription has been reclassified to additional paid-in capital.

On September 23, 2011, the Company issued 750,000 shares of common stock valued at $3,023 to purchase equipment.

During the three months ended September 30, 2011, as part of the resignation of David Janney, former Chief Executive Officer and Chief Financial Officer of the Company, Mr. Janney surrendered 20,000,000 common shares and 3,000,000 preferred shares of the Company. These shares were then cancelled and the Company recorded an adjustment to additional paid-in capital of $2,300. Additional paid-in capital was also decreased by $19,327 to write off the accrued compensation payable to Mr. Janney initially recorded in prior periods.

During the nine months ended March 31, 2012, the Company issued 6,200,000 shares of common stock to its director, officer and consultants for services valued at $62,800.

On December 28, 2011, the Company issued 500,000 shares of common stock in lieu of interest payment of a note held by Mr. Charles Chapman. The shares were valued at $4,000.

On February 26, 2012, the Company issued 2,500,000 shares to David Janney, former officer, pursuant to a settlement agreement. See Note 9.

On March 19, 2012, the Company issued 500,000 shares to a note holder pursuant to an amendment to a note agreement. See Note 4 (p).