bonz_10qa.htm

U.S. Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-QA NO. 2

(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.

736 East Braeburn Drive, Phoenix, AZ 85022

(former address 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 November 13, 2012
Common stock, $0.0001 par value		331,656,125

BONANZA GOLDFIELDS CORP.

INDEX TO FORM 10-Q FILING

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

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		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	3
	Balance Sheets		4
	Statements of Operations		5
	Statement of Cash Flows		6
	Notes to Financial Statements		7
Item 2.	Management Discussion & Analysis of Financial Condition and Results of Operations		22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		28
Item 4.	Controls and Procedures		28

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings		31
Item 1A.	Risk Factors		31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		33
Item 3.	Defaults Upon Senior Securities		33
Item 4.	Mine Safety Disclosures		33
Item 5.	Other information		33
Item 6.	Exhibits		34

CERTIFICATIONS

Exhibit 31 – Management certification

Exhibit 32 – Sarbanes-Oxley Act

PART I – FINANCIAL INFORMATION

EXPANATORY NOTE

This Amendment of Form 10-Q amends the Quarterly Report on Form 10-Q for the three months ended September 30, 2012 (the “Original Report”) which was also amended in June of 2013 and is being filed by Bonanza Goldfield Corporation (the “Company”) in response to comments by the Securities and Exchange Commission to amend disclosure in Note 5 Equity, Note 7 Related Party Transactions, Item 2 Management Discussion and Analysis of Financial Condition and Results of or Plan of Operation, and Item 1A. Risk Factors. The Company amended these sections to provide more detailed disclosure to these items and extended disclosures to provide the shareholder more detailed information related to the management, prior management and operational matters.

ITEM 1. INTERIMFINANCIAL STATEMENTS AND NOTES TO INTERIM FINANCIAL STATEMENTS

General

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, 2012. 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.

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BONANZA GOLDFIELDS CORPORATION
(An Exploration Stage Company)
BALANCE SHEETS
(Unaudited)

	September 30,			June 30,
	2012			2012
ASSETS:
CURRENT ASSETS
Cash	$	143,558		$	85,623
Prepaid expenses		-			20,200
Total current assets		143,558			105,823

Property and equipment, net		41,554			43,767

Mining claims		250,000			250,000
TOTAL ASSETS	$	435,112		$	399,590

LIABILITIES AND STOCKHOLDERS' DEFICIT:

CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	73,828		$	41,967
Accrued interest		50,276			43,409
Accounts payable and accrued liabilities - related party		-			18,000
Disputed payable		293,450			293,450
Common stock payable		298,000			38,000
Deferred liabilities		60,000			60,000
Convertible note payable		76,875			76,875
Notes payable		594,699			594,699
TOTAL LIABILITIES		1,447,128			1,166,400

CONTINGENCIES AND COMMITMENTS

STOCKHOLDERS' DEFICIT:
Series A Preferred stock, $0.0001 par value, 20,000,000 shares authorized;
none issued and outstanding		-			-
Common stock, $0.0001 par value, 500,000,000 shares authorized;
331,656,125 and 320,862,680 issues and outstanding for September 30, 2012 and June 30, 2012, respectively.		33,165			32,086
Additional paid-in capital		6,083,640			5,807,958
Subscription receivable		(37,500	)		-
Deficit accumulated during exploration stage		(7,091,321	)		(6,606,854	)
TOTAL STOCKHOLDERS' DEFICIT		(1,012,016	)		(766,810	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	435,112		$	399,590

The accompanying notes are an integral part of these financial statements.

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BONANZA GOLDFIELDS CORPORATION

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

							For the Period
							from March 6,
							2008
							(inception)
	For the Three Months Ended						through
	September 30,						September 30,
	2012			2011			2012

REVENUE	$	-		$	-		$	-

OPERATING EXPENSES:
General and administrative		439,841			65,182			2,950,020
Exploration expense		20,684			27,701			270,004
Impairment of mining claims		-			-			714,700
Impairment of other assets		-			-			32,122
Total operating expenses		460,525			92,883			3,966,846

OTHER EXPENSES:
Interest expense		23,942			32,484			2,910,691
Loss on settlement of litigation		-			-			59,000
Loss on conversion of accounts payable		-			-			33,014
Loss on debt conversion		-			-			121,770
Total other expenses		23,942			32,484			3,124,475

NET LOSS	$	(484,467	)	$	(125,367	)	$	(7,091,321	)

NET LOSS PER COMMON SHARE:
Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average common shares
outstanding, basic and diluted		320,980,000			281,827,808

The accompanying notes are an integral part of these financial statements.

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BONANZA GOLDFIELDS CORPORATION

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

							For the Period
							from March 6,
							2008
							(inception)
	For the Three Months Ended						through
	September 30,						September 30,
	2012			2011			2012

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(484,467	)	$	(125,367	)	$	(7,091,321	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation		2,213			121			2,696
Stock-based compensation		359,261			42,600			1,836,515
Impairment of mining claims		-			-			714,700
Impairment of other assets		-			-			32,122
Amortization of debt discount		-			12,196			2,287,366
Common stock issued for interest expense		-			-			504,060
Loss on settlement of litigation		-			-			59,000
Loss on settlement of accounts payable		-			-			33,014
Loss on conversion of notes payable		-			-			121,770
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		20,200			-			7,700
Accounts payable and accrued liabilities		20,728			(53,224	)		52,984
Accounts payable and accrued liabilities - related party		-			(37,288	)		18,000
Disputed payable		-			-			293,450
Deferred liabilities		-			-			60,000
Net cash used in operating activities		(82,065	)		(160,962	)		(1,067,944	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in mining property		-			-			(149,000	)
Purchase of intangible asset		-			-			(36,173	)
Net cash used in investing activities		-			-			(185,173	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		-			-			355,800
Repayments of notes payable		-			(53,000	)		(58,000	)
Proceeds from convertible notes payable		-			-			129,875
Proceeds from the sale of common stock		140,000			193,000			969,000
Net cash provided by financing activities		140,000			140,000			1,396,675

INCREASE (DECREASE) IN CASH		57,935			(20,962	)		143,558
CASH, BEGINNING OF PERIOD		85,623			23,306			-
CASH, END OF PERIOD	$	143,558		$	2,344		$	143,558

SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid	$	1,875		$	22,725		$	557,849
Income taxes paid	$	-		$	-		$	-

NONCASH INVESTING AND FINANCING TRANSACTIONS:

Extinguishment of debt	$	-		$	-		$	19,327
Notes issued to acquire mining claims	$	-		$	-		$	357,000
Common stock issued to prepay interest	$	-		$	-		$	7,700
Common stock issued for note modification	$	-		$	-		$	48,387
Common stock issued to acquire mining claims	$	-		$	-		$	458,700
Common stock issued for fixed assets	$	-		$	3,023		$	43,872
Common stock issued for conversion of debt	$	-		$	19,328		$	138,332
Common stock to be issued for settlement of litigation	$	-		$	-		$	29,500
Common stock to be issued for note extension	$	-		$	-		$	15,500

The accompanying notes are an integral part of these financial statements.

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BONANZA GOLDFIELDS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – DESCRIPTION OF BUSINESS

Bonanza Goldfields Corp. (the “Company”) was incorporated under the laws of the State of Nevada onMarch 6, 2008 (Inception).The Company’s fiscal year ends on June 30. The Company has acquired 3 sets of mineral properties in the state of Arizona. The mineral properties are contiguous, therefore the three sets are consideredas one project. The first is federal mining claims on land managed by the Bureau of LandManagement totaling 458 acres. The second is 130.76 acres of patented landthe Company lease for an initial term of two years with an option to buy from Judgetown LLC. The lease agreement with Judgetown LLC was effective on October 15,2012. The third property is referred to as the Hull land and is approximately 20 acres of patented land which the Company purchased with funds borrowed fromFreedom Boat.

The recoverability of amounts from the properties or claims will be dependent upon the discovery of economically recoverable reserves, ability to process material,maintenance of the Company's interest in the underlying properties and/or claims, the ability of the Company to obtain necessary financing to satisfy the expenditurerequirements under the property and/or claim agreements and to complete the development of the properties and/or claims, and upon future profitable production orproceeds for the sale thereof.

The Company is an exploration stage company and that there is no assurance that a commercially viable mineral deposit exist on any of the Company’s propertiesand that further exploration will be required. The Company’s exploration target is to find exploitable minerals on the Company’s properties and to raise adequatefunding to begin processing the Company’s land. The Company’s success depends on achieving that target and becoming cash flow positive once productionbegins. There is the likelihood of our mineral claims containing little or no economic mineralization or reserves of gold and other minerals. There is the possibility thatthe Company’s claims do not contain any reserves and funds that the Company spends on exploration will be lost. Even if the Company complete its currentexploration program and are successful in identifying a mineral deposit, the Company will be required to spend substantial funds to bring its claims to production.The Company is unable to assure that it will be able to raise the additional funds necessary to implement any future exploration or extraction program even ifmineralization is found.

It is the Company’s objective to identify mineral prospect properties of merit, conduct preliminary exploration work, and if results are positive, to process mineralresources in a market where the Company believe capital is transitioning to the safety of gold. The management contends that this business model is timely in a worldof financial and currency instability with escalating mineral demand.The Company’s areas of exploration are in geopolitically stable North American areas.

The Judgetown lease, with an effective date of October 15, 2012, was executed on September 30, 2012 between the Company and Judgetown LLC, an Arizona LimitedLiability Company located in Arizona (“Lessor”). The leased premises consist of 130.76 acres in the county of Yavapai, Arizona in the Date Creek Mountain range.The lease is exclusive to the Company and its successors and assigns all of Lessors’ interest in and to all mining rights and minerals (hereafter the "MineralSubstance") beneath the surface of, within, or that may be produced from the Premises. The lease granted the following to the Company for a period of two yearsunless terminated pursuant to the lease; Mining and Access Rights, Cross Mining, Commingling, Deposit of Waste Materials, Treatment and Water Rights. Thelease amount, as amended, is $300,000 for the period commencing on January 15, 2013. An option to purchase the land was also granted for a price of $1,500,000 lesslease payments.

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The Company’s leased lands consist of 38 lode claims covering 600 acres of patented, private property claims and BLM claims described above in the Date CreekMountains, Arizona consisting of both alluvial and mineralized quartz deposits, as well as the presence of certain rare earth elements. A Preliminary GeologicalSurvey as well as subsequent testing and assays of the leased claims were prepared by a third party.

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 three monthsendedSeptember 30, 2012,the Company incurred anet loss of $484,467 and as of September 30, 2012, has an accumulated deficit of $7,091,321. 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 itscommon 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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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.

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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 September 30, 2012, management has determined that there was no impairment loss required for thethree 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 three months ended September 30, 2012.

Asset Retirement Obligations

The Company had no operating properties at September 30, 2012, but the Company’s mineral properties will be subject to standards for mine reclamation that are established by various governmental agencies. For these non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Costs of future expenditures for environmental remediation are not discounted to their present value. Such costs are based on management's current estimate of amounts that are expected to be incurred when the remediation work is performed within current laws and regulations.

It is reasonably possible that due to uncertainties associated with defining the nature and extent of possible environmental contamination, application of laws and regulations by regulatory authorities, and changes in remediation technology, the ultimate cost of remediation and reclamation could change in the future. The Company continually reviews its accrued liabilities for such remediation and reclamation costs as evidence becomes available indicating that its remediation and reclamation liability has changed.

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The Company recognizes the fair value of a liability for an asset retirement obligation in the period in which it is incurred, if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the associated long-lived assets and depreciated over the lives of the assets on a units-of-production basis. Reclamation costs are accreted over the life of the related assets and are adjusted for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate on the underlying obligation. There were no asset retirement obligations as of September 30, 2012 as there are presently no underlying obligations.

Property and Equipment

Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using principally the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized thereon. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized.

The range of estimated useful lives used to calculated depreciation for principal items of property and equipment are as follow:

Asset Category		Depreciation/ Amortization Period
Furniture and Fixture		5 Years
Office equipment		3 Years
Leasehold improvements		5 Years

Income Taxes

Deferred income taxes are provided, to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company follows a two-step approach to ultimately recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At September 30, 2012, the Company did not record any liabilities for uncertain tax positions.

Concentration of Credit Risk

The Company maintains its operating cash balances in banks in Phoenix, Arizona. The Federal Depository Insurance Corporation (“FDIC”) insures accounts at each institution up to $250,000.

Share-Based Compensation

The measurement of the cost of services received in exchange for an award of an equity instrument is based on the grant-date fair value of the award. Compensation cost is recognized when the event occurs. The Black-Scholes option-pricing model is used to estimate the fair value of options granted.

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Basic and Diluted Net Loss Per Common Share

Net loss per common 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 and are therefore excluded from the calculation.

At September 30, 2012 and 2011, common stock equivalents consisted of warrants to purchase 25,500,000 and 12,000,000 shares of common stock, respectively.

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation.

The carrying amounts of the Company’s financial instruments, including cash, accounts payable and accrued liabilities, accrued interest and related party payable, approximate fair value due to their most maturities.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current period presentation for comparative purposes.

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.

NOTE 3 – MINING CLAIMS

The following is a detail of mining claimsatSeptember 30, 2012 and June 30, 2012:

	September 30, 2012			June 30, 2012
Midas Placer Mining Claim (fully impaired)	$	565,700		$	565,700
Hull Lode Mining Claim (leased from Freedom Boat)		250,000			250,000
Osiris Gold Joint Venture (fully impaired)		50,000			50,000
Total mining and equipment activity		865,700			865,700
Accumulated impairment of mining claims		(615,700	)		(615,700	)
Total Mining Claims	$	250,000		$	250,000

The Company has impaired all claims except for the Hull Lode mining claim.

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NOTE 4 – NOTES PAYABLE

The Company had the following notes payable outstanding as of September 30, 2012 andJune 30, 2012:

	September 30, 2012		June 30, 2012
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

Summit Technology Corporation, Inc.(k)
Dated – November 22, 2010		2,000		7,000

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Gold Exploration LLC (l)
Dated – July 29, 2010		97,000			97,000

Freedom Boat, LLC (m)
Dated – February 7, 2011		250,000			250,000

Dr. Linh B. Nguyen (n)
Dated – May 23, 2011		25,000			25,000

Mr. Charles Chapman (o)
Dated – December 27, 2011		50,000			50,000

Mr. Leroy Steury
Dated – March 12, 2012 (p)		76,875			76,875
Total notes and convertible note payable		671,574			671,574
Less current portion of long-term debt		(671,574	)		(671,574	)
Long term debt	$	-		$	-

(a) The Company entered into a purchase agreement to purchase mining claims with Gold Exploration LLC inthe amount of $99,000 on June 1, 2008. The Companypaid $15,000 in cash and issued a note for $84,000 withan interest rate of 12% for the remaining balance. Pursuant to the purchase agreement, $7,000 is to be paideach 90 days until the full principal balance plus accrued interest is paid off. As of September 30, 2012 and June 30,2012, principal and interest payable to GoldExploration LLC for this note is $66,941 and $65,346, 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 rateof 5%. As of September 30, 2012 and June 30, 2012, the Company principal and interest payable to Venture Capital International, Inc. related to this note is $14,083and $13,932, 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 rateof 5%. As of September 30, 2012 and June 30, 2012, principal and interest payable to Venture Capital International, Inc. related to this note is $19,862 and $19,648,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 interestrate of 5%. As of September 30, 2012 and June 30, 2012, principal and interest payable to Advantage Systems Enterprise Limited related to this note is $19,764 and$19,550, 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 aninterest rate of 5%. As of September 30, 2012 and June 30, 2012, principal and interest payable to Advantage Systems Enterprise Limited, Inc. related to this note is$11,574 and $11,448, respectively.

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(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 of5%. As of September 30, 2012 and J June 30, 2012, principal and interest payable to Venture Capital International related to this note is $11,479 and $11,353, 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 ofSeptember 30, 2012 and June 30, 2012, principal and interest payable to Venture Capital International related to this note is $8,024 and $7,936, 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 aninterest rate of 5%. As of September 30, 2012 and June 30, 2012, principal and interest payable to Advantage Systems Enterprise Limited related to this note is $28,637and $28,322, 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 of5%. As of September 30, 2012 and June 30, 2012, principal and interest payable to Venture Capital International related to this note is $5,713 and $5,650, 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 rateof 5%. As of September 30, 2012 and June 30, 2012 principal and interest payable to Strategic Relations Consulting, Inc. related to this note is $16,878 and $16,689,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 aninterest rate of 5%. As of September 30, 2012 and June 30, 2012, principal and interest payable to Strategic Relations Consulting, Inc. related to this note is $2,336 and$2,311, respectively.

All of the above 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 theCompany’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 issuedto Global Mineral Resources Corporation. This payment of common stock reduced the outstanding balance of the note held by Gold Exploration LLC to $97,000. TheCompany recognized a loss on debt conversion of $73,000. During fiscal year 2012, the note holder called the balance of the note and demanded payment. The noteholder claimed that the note was in default because the Company failed to maintain the Midas Placer Mining Claim, collateral which secured the note. Pursuant to thenote agreement, the note should accrue interest at 12% when due or declared due. The note is classified as a current liability on the balance sheets. As of September30, 2012 and June 30, 2012, principal and interest payable to Gold Exploration LLC related to this note is $111,574 and $108,640, respectively.

(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 that because 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 DavidJanney, former officer, and 10,000,000 of the Company’s common shares currently held in escrow. Proceeds from the note were used to purchase the TarantulaMining Claim from Judgetown, LLC. As of September 30, 2012 and June 30, 2012, the remaining principal owed was $250,000. This note is presently in default but theCompany is negotiating with the holder for an extension of this note.

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(n) 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 interestrate of 5%. As of September 30, 2012 and June 30, 2012, principal and interest payable to Linh B. Ngnyen related to this note is $26,692 and $26,377, respectively.

(o) 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 of12%. 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 payments.On December 28, 2011, the Company issued 500,000 shares valued at $4,000 in lieu of the interest. On March 19, 2012, the note agreement was amended to extend thedue date to May 15, 2012. Pursuant to the amendment, the Company agreed to issue an additional 500,000 common shares valued at $15,500 which was recorded asdebt discount and fully amortized during fiscal year 2012. As of June 30, 2012, the 500,000 common shares related to the March 19, 2012 amendment have not beenissued and is recorded as stock payable of $15,500. On May 16, 2012, the Company entered into a second amendment to extend the loan to November 15, 2012.Pursuant to the second amendment, the Company will issue 100,000 shares of its common stock per month for a period of six months in lieu of interest. As of June 30,2012, the Company has issued 500,000 common shares valued at $11,000.

(p) On March 12, 2012, the Company issued a $75,000 convertible note to Mr. Leroy Steury. The note was due on June 12, 2012 with an interest rate of 10%. 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 abeneficial conversion feature of $75,000 which was fully amortized during fiscal year 2012. On June 13, 2012, the Company amended the agreement to include theaccrued interest of $1,875 on the $75,000 in the principal and extended the note to September 13, 2012. On September 17, 2012, the Company entered into the secondamendment to extend the note to December 17, 2012. As of September 30, 2012 and June 30, 2012, principal and interest payable to Leroy Steury related to this note is78,230 and $77,780, respectively.

NOTE 5 – EQUITY

Common Stock

On March 31, 2011, the Company increased the authorized common shares to 500,000,000.

During the three months ended September 30, 2012, the Company received cash of $140,000 for the subscription of 8,730,945 common shares. The Company also received cash of $37,500 in October 2012 for the subscription of 2,062,500 common shares. These shares were recorded as subscription receivables.

During the three months ended September 30, 2012, the Company granted 13,000,000 shares of common stock for services of executives and a consultant. These shares were valued at $260,000 based on the trading price of the stock on the date granted. At September 30, 2012, these shares have not been issued and were recorded as stock payable.

Preferred Stock

On June 14, 2011, the Company authorized 20,000,000 shares of Series A Preferred Stock at $0.0001 par value. The Preferred Stock contains certain rights, preferences, privileges, restrictions and other characteristics. Specifically, the Preferred Stock has 100 votes per share, whereas, each share of Common Stock has 1 vote. Preferred Stock holders may vote with holders of the Company’s Common Stock on all matters which common stockholders may vote. On June 14, 2011, the Company issued 3,000,000 preferred shares valued at $300 to its former CEO/CFO. In August 2011, the former CEO/CFO returned those shares as a result of his resignation from the Company. The preferred shares were then cancelled.

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Fraudulent Issuance of Stock by Past Management

During 2011, the Company issued 86,000,000 common shares to asignees of a $23,200 note originally issued to Venture Capital International.An opinion of counsel pursuant to Rule 144 was prepared and executed by attorney, John Thomas, Esq. for each of the issuances and sent to the Company withinstructions to issue the shares without restrictions. The former CEO and only director at the time forwarded the opinion, instructions and the corporate resolution tothe transfer agent directing that the share certificates be issued as new shares without a restriction to the designated shareholders. The transfer agent complied based upon the legal opinion and directions from the CEO. The above mentioned 86,000,000 shares are outstanding other than 12,000,000 shares that present management has been able to place in escrow with the transfer agent pending further review. The only note holder, VentureCapital International, never agreed to an assignment, did not receive payment from this above described transaction and the note is still outstanding. Presentmanagement believes the assignment was forged. The recipients of the 86,000,000 shares did not pay the Company or the note holder for the shares and the Company believes, based on information from one of the parties who purchased the stock that the former CEO may have kept the funds received from the sale of the shares.

The Company does not believe that these shares are legally issued, fully paid or non-assessable in that the Rule 144 opinion of counsel is an attempt to issue new shares directly from the issuer without a restriction. It is our understanding that Rule 144 provides a safe harbor from the definition of an underwriter such that the Section 4(1) exemption from registration would be available however, Section 4(1) exemption does not apply to an issuer. It is the Company’s understanding that an exemption from registration was not available for the issuance of 86,000,000 shares. The holders of these shares must receive an opinion of counsel acceptable to the Company before they can be sold. The Company is attempting to contact the present holders at this time. All shares were issued in violation of the registration provisions of Section 5 of the Securities Act of 1933. Section 12 (a) (1) of the Securities Act and Section 5 allow purchasers to sue sellers for offering or selling a non-exempt security without registering it. As long as the purchaser can prove a direct link between the purchaser and the seller and the purchaser may obtain rescission with interest or damages if the investor sold his securities for less than he purchased them. The Company did not receive any consideration for the improper sale of the shares and is attempting to contact the recipients of the subject shares and will pursue all legal remedies available to correct this issue including but not limited to bringing an action in federal court to cancel the shares and for damages sustained by the Company. The former CEO in concert with his associates and acting outside his authority defrauded the Company. The legitimate purchasers of the shares will have an action against the seller who knew the shares were not registered or exempt from registration.

The Company became aware of the fraud as to the payment of debt and therefore could not make an accounting entry of debt reduction and from an accounting perspective treated these shares as compensation to the initial holders. The accounting treatment of these shares will be reconciled upon the legal conclusion of these issues.

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NOTE 6 – 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 2008 Plan are subject to a vesting period determined at the date of grant.

On 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. On August 17, 2012, the Board of Directors of the Company amended the 2008 Plan to increase the authorized shares to be granted from 25,000,000 common shares to 35,000,000 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 three months ended September 30, 2012 is presented below:

			Outstanding Options
	Shares Available for Grant		Number of Shares Granted		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
June 30, 2012		19,000,000		25,500,000	$	0.02		3.72		120,000
Grants				-	$	-
Forfeitures				-		-
September 30, 2012		9,500,000		25,500,000	$	0.02		3.47		875,000

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 May 8, 2012, the Company granted Mr. Peter Cao, a member of the Company’s Board of Directors, 8,000,000 options to purchasecommon stock of the Company at a price of $0.025 per share. Options for 4 million common shares vested 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 options have a five-year expected life, and werevalued at $198,519. At September 30, 2012, unamortized value of this warrant was $33,087.

No warrants were issued in the three months ended September 30, 2012.

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NOTE 7 – RELATED PARTY TRANSACTIONS

As of September 30, 2012 and 2011, the Company has payables to related parties of $76,336 broken down as follows:

-	$14,578 to Auric Resources Int. for geological services. The owner was Mr. Berridge a Board Member at that time.

-	$46,238 was accrued salary to former CEO David Janney. Mr. Janney as CEO and sole Director and sole officer decided to accrue this amount for his service from July 1, 2011 to October 24, 2011.

When Michael Stojsavljevich became CEO he was advised Mr. Janney may have withdrawn approximately $90,000 during that time period of July 1, 2011 to October 24, 2011. The opinion of the new CEO, accountant and auditor was that Mr. Janney withdrew amounts in excess of his salary that offset the outstanding payable to him.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

On May 8, 2012, the Company entered into an employment contract with Mr. Peter Cao, Chief Operating Officer. Pursuant to the agreement, the Company will pay monthly compensation of $1,000. Mr. Cao is also entitled to 2,000,000 common shares for the increase in the Company’s market value for every $15 million up to $100 million. Additionally, Mr. Cao was granted options to purchase a total of 8,000,000 common shares. Options for 4 million common shares are exercisable at $0.025 per share and vested 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 were valued at $198,519, which is being expensed over the vesting periods.On October 1, 2012, Mr. Cao entered into a new employment agreement with the Company to replace the agreement dated May 8, 2012. The October 1, 2012 agreement states the following:

(1)	Starting October 1, 2012 the Company will pay $4,000 per month;

(2)	8,000,000 share of common stock is granted immediately and valued at $232,000 based on the market price at October 1, 2012.

(3)	Salary will increase as the Company’s monthly production hits the operational milestones as follows:

i.	Production of 200 ounces: salary of $5,000 per month

ii.	Production of 400 ounces: salary of $6,000 per month

iii.	Production of 600 ounces: salary of $7,000 per month

iv.	Production of 800 ounces: salary of $8,000 per month

v.	Production of 1,000 ounces: salary of $9,000 per month

vi.	Production of 1,200 ounces: salary of $10,000 per month

vii.	At production of 1,200 ounces per month or another 4,000,000 shares will be granted.

(4)	Executive will be eligible for bonuses based on a combination of individual performance and company performance which will be determined by the CEO and Board of Directors.

On October 30, 2012, the Company amended the employment agreement to increase the monthly salary to $3,000 per month for the three months ended September 30, 2012. Mr. Cao also agreed that the 8 million common shares granted on October 1, 2012replace the 8,000,000 options granted on May 8, 2012.

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On June 19, 2012, the Board of Directors appointed Mr. Michael Stojsavljevich as the new Chief Executive Officer, secretary and a member of the Board of Directors. Mr. Stojsavljevich wouldreceive $5,500 for the first two months and $11,000 per month from the third month of his employment. Mr. Stojsavljevich is entitled to 2,500,000 shares of common stock quarterly from July 1, 2012 and every quarter thereafter to a total of 10,000,000 shares. On August 1, 2012, Mr. Stojsavljevich entered into a new employment agreement with Company to replace the agreement dated June 19, 2012 as follows:

(1)	Starting August 1, 2012, the Company will pay $5,500 monthly salary;

(2)

10,000,000 shares of common stock is granted immediately and valued at $200,000 based on the market price at August 1, 2012. On October 30, 2012, Mr. Stojsavljevich entered into an amendment to the employment agreement to say that the term to issue 2,500,000 shares of common stock quarterly from July 1, 2012 and every quarter thereafter to a total of 10,000,000 shares stated in the June 19, 2012 agreement is replaced.

(3)	Salary will increase as the Company monthly production achieves operational milestones as described below:

i.	Production of 200 ounces: salary of $6,500 per month

ii.	Production of 400 ounces: salary of 7,500 per month

iii.	Production of 600 ounces: salary of $8,500 per month

iv.	Production of 800 ounces: salary of $9,500 per month

v.	Production of 1,000 ounces: salary of $10,500 per month

vi.	Production of 1,200 ounces: salary of 11,500 per month

vii.	At a monthly production of 1,200 ounces per month another 4,000,000 shares will be granted.

(4)	Mr. Stojsavljevich will be eligible for bonuses based on a combination of individual performance and company performance which will be determined by the Board of Directors.

On May 10, 2012, the Company entered into a two-year employment contract with Mr. Scott Geisler, Chief Executive Officer at that time. The agreement allows the immediate accrual of unpaid salary from August 29, 2011 at $100,000 per year. The Company also issued stock options to purchase a total of 17,000,000 common shares. Options for 8,500,000 common shares at an exercise price of $0.01 per share vested immediately. Additional options to purchase 8,500,000 common shares at an exercise price of $0.01 per share vested in August 2012. The 17,000,000 options are valued at $507,862. These options have a term of 5 years and canbe exercised on a cashless basis. On June 2, 2012, the Company entered into a mutual release agreement with Mr. Geisler. That mutual release agreement superseded the employment agreement dated May 10, 2012. Pursuant to the mutual release agreement, Mr. Geisler would receive $75,000 in the next 25 months commencing July 15, 2012, and 7,500,000 shares of the Company’s common stock. On June 1, 2012, Mr. Geisler resigned as Chief Executive Officer of the Company. The Company disputes both agreements as the Company believes information was not fully disclosed to the Board of Directors and was negotiated in bad faith. As of September 30, 2012 and June 30, 2012, a disputed payable of $221,250 was recorded related to this mutual release agreement. As of the date of this report, the parties are continuing negotiations.

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On October 30, 2012, management learned that former President and CEO, Mr. Scott Geisler, filed suit against the Company on September 20, 2012, in the Circuit Courtof the Sixth Judicial District in the State of Florida. The Company has not yet been served with the summons and complaint or filed an answer. Mr. Geisler asserts thatthe Company is in default with respect to payments under a Settlement and Mutual Release Agreement entered into upon his resignation as an officer and director ofthe Company and effective June 8, 2012. Mr. Geisler claims monetary damages "in excess of $15,000," attorneys' fees, court costs and seeks the issuance of 7,500,000shares of common stock that is provided for under the Settlement and Mutual Release Agreement. We have engaged legal counsel to represent the Company in thisdispute and counsel has identified defenses to the claims and setoffs. We are optimistic that a settlement of the dispute will be reached in the near future withouthaving a materially adverse effect on our financial condition or results of operations.

Currently, the Company is carrying the amount of $293,450 as disputed payables until resolved, which include other disputed payables.

The Company entered into a purchase agreement to purchase mining claims from 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 NSR for the three months ended September 30, 2012 and no royalties were paid. The agreement does not have any commitment dates of when production is to begin.

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 form the Tarantula Placer Mine and 5% royalty payment from Hull Placer Mine.

On February 7, 2011, David Janney, former officer, entered an agreement with Amazon Holding LLC to pay a finder’s fee for raising $250,000 in the acquisition of mining property. On January 19, 2012, Amazon Holding LLC demanded the Company make the payment. The dispute is still pending but the Company believes that it is not likelythat Amazon Holding LLC will prevail if a suit is filed against the Company relatedto this agreement.

NOTE 9 – LOSS ON SETTLEMENT OF LITIGATION

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

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 was issued on March 19, 2012. The second 2,500,000 shares were to be issued six months from the execution date of the settlement but have not been issued.

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 personal holdings of Bonanza Goldfields common stock in the open market in any thirty-day period.

Mr. Janney agreed 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.

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The Company recorded a loss of $59,000 on this settlement during the year ended June 30, 2012.

During the year ended June 30, 2012, the Company learned that the title of Midas Placer Claim which the Company purchased from Global Minerals, Inc., a company controlled by Mr. David Janney, was never transferred to the Company. As such, the Company is currently in dispute with Mr. Janney.

NOTE 10 – SUBSEQUENT EVENTS

On October 1, 2012, the Company entered into a new employment agreement with Peter Cao (see Note 8).On October 25, 2012, the Company amended the employment agreements of Peter Cao and Michael Stojsavljevich to clarify certain terms in the new employment agreements (see Note 8).

On October 1, 2012, the Company entered into a Secured Convertible Promissory Note and Warrant Purchase Agreement with Tonaquint, Inc., a Utah corporation("Tonaquint"), whereby the Company issued (i) a Secured Convertible Promissory Note of the Company in the principal amount of $1,660,000 with a conversion priceof $0.05 per share and an annual interest rate of 8% and (ii) a warrant to purchase 158,953,080 shares of the Company’s common stock. The warrant has an exerciseprice of $0.075 per share and can be exercised at any time within five years after October 1, 2012. Tonaquint has the right to convert, subject to restrictions describedin the promissory note, all or a portion of the outstanding amount of the promissory note that is eligible for conversion into shares of the Company’s common stock.The promissory note is due on April 1, 2015 and the interest is payable monthly. The promissory note, if prepaid, has a penalty of 135% prepayment obligation. Thetotal amount to be funded is $1,500,000, representing the principal amount of $1,660,000 less an original issuance discount of $150,000 and the payment of $10,000 tocover Tonaquint’s fees. The shares of common stock underlying the Secured Convertible Promissory Note and Warrant were to be registered by a registrationstatement pursuant to the terms and conditions of a registration rights agreement. The registration statement has been withdrawn with Tonaquint’s consent.Tonaquint's ability to fund the Company is evidenced by three Buyer Mortgage Notes, in the principal amount of $50,000, $150,000, and $400,000. The BuyerMortgage Notes are secured by certain real property owned by Tonaquint located in Cook County, Illinois. Tonaquint’s obligation to fund the Company is furtherevidenced by a promissory note in the amount of $750,000.

Pursuant to the purchase agreement, the Company reserved 75,000,000 shares of common stock. The Company has agreed not to enter into any equity line of creditor financing arrangement or other transaction that involves issuing securities that are convertible into common stock (including without limitation selling convertibledebt, warrants or convertible preferred stock), or otherwise issue common stock (a) with conversion, exercise or similar mechanics or reset provisions that varyaccording to the market price of the common stock without a floor at or higher than $0.01 or (b)at a fixed price which is lower than $0.01, without the prior writtenconsent of Tonaquint. The Company agrees not to declare or make any dividend or other distributions of its assets.

The Company’s default status on that Freedom Boat note existed prior and during negotiations on the transaction with Tonaquint. The intent of the Tonaquinttransaction was that the Company does not default on any notes in the future.

Beginning on March 30, 2013, and each month thereafter, the Company shall pay to Tonaquint principal payments of $69,167 plus the sum of any accrued and unpaidinterest due on such date by converting such amount at a conversion price equals to the lower of the (i) conversion price in effect ($0.05 per share if no anti-dilutionadjustment) (ii) 65% of the arithmetic average of the three lowest volume-weighted average prices of the stock price during the 20 consecutive trading day periodimmediately preceding the date of the payment date; provided, however, the Company may, at its option as described in the agreement, pay all or any part of suchinstallment amount by redeeming such installment amount in cash or by any combination of a Company conversion and a Company redemption.

* * * * * * * * * * *

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In this Quarterly Report on Form 10-Q, “Company,” “our company,” “us,” and “our” refer to Bonanza Goldfields Corporation, unless the context requires otherwise.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis contains various “forward looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this Form 10-Q, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to “anticipates”, “believes”, “plans”, “expects”, “future” and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company’s business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. The Company adopted at management’s discretion, the most conservative recognition of revenue based on the most astringent guidelines of the SEC in terms of recognition of revenue. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.

Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results and achievements and cause them to materially differ from those contained in the forward-looking statements include those identified in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended June 30, 2012, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future.

In addition, the foregoing factors may affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.

Overview

We are an exploration stage company and that there is no assurance that a commercially viable mineral deposit exist on any of our properties and that furtherexploration will be required.

It is our objective to identify mineral prospect properties of merit, conduct preliminary exploration work, and if results are positive, to process mineral resourcesthrough in a market where we believe capital is transitioning to the safety of gold. Our management contends that this business model is timely in a world of financialand currency instability with escalating mineral demand.

Our areas of exploration are in geopolitically stable North American areas.

We have acquired 3 sets of mineral properties in the state of Arizona. The first is federal mining claims on BLM land totaling 458 acres. The second is 130.76 acres ofpatented land we lease for an initial term of two years with an option to buy from Judgetown LLC. The lease agreement with Judgetown was effective on October 15,2012. The third property is referred to as the Hull land and is approximately 20 acres of patented land which we have purchased with funds borrowed from FreedomBoat.

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The Judgetown lease, with an effective date of October 15, 2012, was executed on or before September 30, 2012 between our company and Judgetown LLC, anArizona Limited Liability Company located in Arizona (“Lessor”). The leased premises consist of 130.76 acres in the county of Yavapai, Arizona in the Date CreekMountain range. The lease is exclusive to the Company and our successors and assigns all of Lessors’ interest in and to all mining rights and minerals (hereafter the"Mineral Substance") beneath the surface of, within, or that may be produced from the premises. The lease granted the following to us for a period of two yearsunless terminated pursuant to the lease; Mining and Access Rights, Cross Mining, Commingling, Deposit of Waste Materials, Treatment and Water Rights. Thelease amount, as amended, is $300,000 for the period commencing on January 15, 2013. An option to purchase the land was also granted for a price of $1,500,000 lesslease payments. The lease with an option to purchase was amended on February 1, 2013 solely to reflect a new owner who had replaced an original owner of thelessor.

Our leased lands consist of 38 lode claims covering 600 acres of patented, private property claims and BLM claims in the Date Creek Mountains, Arizona consistingof both alluvial and mineralized quartz deposits, as well as the presence of certain rare earth elements. A Preliminary Geological Survey as well as subsequenttesting and assays of the leased claims were prepared by Auric Resources International, Inc. of Wickenburg, Arizona. Shareholders can access the report and testresults at our website: www.bonanzagoldfields.com (such website and its contents are not to be incorporated by reference to this report).

Highlights from the report include:

● The large land package with widespread areas of anomalous gold values;

● Although some preliminary testing has been done on portions of the property, the majority of the land package has virgin placer gravels and large quartzveins that have never been explored or tested. The geologic setting of the property is favorable for the concentration of placer gold in the local gravels thatoccur in drainage channels and elevated benches and for lode gold that occurs within the early Proterozoic granitic rocks as auriferous quartz fissure veinswith locally abundant sulfides and iron oxides.

● Auriferous quartz and quartz-sulfide veins occur on the leased claims. These veins ranged up to several feet in width and have strike lengths ranging fromhundreds to thousands of feet.

● Prior to commencing the survey, extensive samplings were analyzed locally at multiple depths demonstrating the potential for high grade gold findingsthroughout the property. Modern access for heavy equipment is already in place through our privately constructed roads, and rail is localized. Uniquefeatures appear ubiquitous throughout the immediate area, including greenstone dike extensions, placer gravel deposits, and vestiges of numerous prehistoricwaterfalls. Additionally, lode gold possibilities exist due to the extensions of schist and mineralized quartz veins in the immediate area of theCongress Mine. Our management believes the alluvial deposits originate from two ancient rivers that flowed in opposing directions during separategeological periods.

● Our most recent gold assays occurred during the month of July 2012 and were surface level rock chip assays on the Company's Bureau of LandManagement (BLM) claims located near the Piedmont Mine area.

● The assays were completed based on the geological teams' recommendation to study the Piedmont Mine. Bonanza's geological team staked out andacquired the Piedmont in December 2011 as part of the planned leased claims expansion. The assays were completed at a third party globally recognizedassayer.

*Assays reported in grams and ounces per ton

**Conversion based on 31.1 grams = 1 troy ounce of gold

Rare Earth Metal Tests:

We expanded our geological footprint with the acquisition of the Piedmont Mine, gold and silver mine in operation until 1940. The Piedmont Mine has been deemedby the our geological team a strategic addition to leased claims. The acquisition expands the geological footprint to 38 lode mining claims covering over 600 acres ofcontiguous property.

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There are gold-bearing quartz fissure veins that closely follow “greenstone” (andesite or diabase) dikes that occur along east-west and northwest-southeast trendingstructures in early Proterozoic granitic rocks. The veins range from a few inches to several feet in width, with up to several hundred feet and unknown depth. Themineralogy of the veins consists of auriferous quartz with silver and varying amounts of sulfides, primarily pyrite with smaller amounts of galena, chalcopyrite, andsphalerite, and locally molybdenite. Hematite is locally prevalent as masses and relic structures formed from oxidation of the pyrite. The highest grade gold isgenerally associated with the highest concentrations of pyrite.

There has been significant work completed on the property. First the roads have been improved to be completely usable for all types of equipment such as loaders,dump truck, back hoes, all types of cars, and even larger scale trucks.

● Table 1: Surface area rock chip samples on our BLM land claims in the Piedmont Mine area

TARANTULA Au (Fire) Au (Fire 2) Au (Fire 2)

Control # ppb Grams/per ton Ounces/per ton

681 >3000 20.2 0.65

682 >3000 45.5 1.46

683 52 n/a n/a

684 47 n/a n/a

685 13 n/a n/a

● We also tested for the most prevalent and critical rare earth metals (REM) in the Arizona geographic region, which are Cerium, Lanthanum, Scandium,Yttrium. The tests proved positive for all four rare earth elements. The Company is now planning future tests for the other 13 critical rare earth elements andfor estimates of concentration. The plan is to test for the remaining 13 metals in Canadian testing facilities where more advanced analysis can be performed.

● Major Rare Earth Metals Uses (listed by metal):

Cerium is used in auto catalysts, petroleum refining, and in metal alloys. Lanthanum is used in hybrid engines and metal alloys. Scandium is used in sportsequipment, the firearms industry and dental applications. Yttrium is used in red color, fluorescent lamps, ceramics, and as an agent in metal alloys withapplications to superconductors and medical devices.

Second, a water retention pond holding just under 1 million gallons of water and currently between 700,000 – 800,000 gallons. Third, a gold processing plant has beeninstalled which is specifically a Goldfield International Yukon 25 plant and finishing table. Fourth, enhancement to the plant such as a new sluice system and astaging area for placer material processing. All of this was done on the Hull land which is patented property. Fifth, a slime pond was created along with asophisticated water retention system connected between the plant and the large retention pond. Sixth, fencing around the pond for safety purposes. Seventh, anadditional water well to the well already on the land. This all occurred between October 2012 and December 2012 and was financed by investors.The Goldfield International Yukon 25 plant was purchased new in October 2012 along with the finishing table. The plant is therefore considered by us to be in verygood condition. There have been no subsurface improvements since we have been pursuing placer material since setting up the plant.The infrastructure has been newly established with competent personnel and functional equipment. Additionally, we have a tool shed needed for maintenance.As of December 31, 2012 we ran approximately 700 tons of placer material and ran an additional 600 tons of more placer material through our production plant thisfiscal quarter. Currently the plant is suspended temporarily until we secure additional financing to mine hard rock as opposed to the placer. We have been trenchingand testing several locations on the Judgetown LLC land as well as the Hull land. We have sent out this placer material as well as some rock chip samples of loadmaterial to obtain a multi-element analysis from an accredited third party assayer.

Total cost to date is $3,116,907 and future costs are being assessed currently but thus far if we implement an operation that would include load material and the BLMproperties we feel that up to an additional $3 million may be needed.

We have two wells (one of which is solar powered) that have the capacity to pump a total 12 gallons per minute which is adequate for our present operations. Ourpower supply comes from 2 generators which are on the property.

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We have not completed a Canadian 43101 report or an American equivalent and do not know what our proven reserves are, but we are in the process of doing aninternal resource estimate based on the placer material run to date and the assays we have completed and are in the process of completing on our load material. Thiswill include our rock chip analysis that can be used to estimate load material and is being conducted by our internal geologist and we are using an accredited externalassayer in Prescott, Arizona named Copper State Labs.

Description of work completed on the property and its present condition.

There has been significant work completed on the property. First the roads have been improved to be completely usable for all types of equipment such as loaders, dump truck, back hoes, all types of cars, and even larger scale trucks.

Second, a water retention pond holding just under 1 million gallons of water and currently between 700,000 – 800,000 gallons.

Third, a gold processing plant has been installed which is specifically a Goldfield International Yukon 25 plant and finishing table.

Fourth, enhancement to the plant such as a new sluice system and a staging area for placer material processing. All of this was done on the Hull land which is patented property.

Fifth, a slime pond was created along with a sophisticated water retention system connected between the plant and the large retention pond.

Sixth, fencing around the pond for safety purposes.

Seventh, an additional water well to the well already on the land.

This all occurred between October 2012 and December 2012 and was financed by investors.

The details as to modernization and physical condition of the plant and equipment, including subsurface improvements and equipment.

The Goldfield International Yukon 25 plant was purchased new in October 2012 along with the finishing table. The plant is therefore considered by us to be in very good condition. There have been no subsurface improvements since we have been pursuing placer material since setting up the plant.

Description of equipment, infrastructure, and other facilities.

The infrastructure has been newly established with competent personnel and functional equipment. Additionally, we have a tool shed needed for maintenance. We have two wells (one of which is solar powered) that have the capacity to pump a total 12 gallons per minute which is adequate for our present operations. Our power supply comes from 2 generators which are on the property.

Description of our sampling procedures.

Our geologist Arne Stenseth collects and maintains custody of the samples. The rock chip samples are collected as representative samples of the outcrop or vein. The rock chips are bagged and labeled. The labeled bags are sent to either Copper State Analytical Lab in Prescott, AZ or to Skyline Assayers & Laboratories in Tucson, AZ. The labs perform multi-element analyses by ICP, and gold and silver are determined by fire assay. Concentrates collected from the finishing table are also collected by Mr. Stenseth, who maintains custody of the samples. The concentrates are bagged and labeled and sent to the same laboratories as above for the same analyses.

On April 4, 2013, we announced that three hand-collected samples from an 1,800 foot strike of an exposed quartz vein within our patents were assayed at 0.08 ounceper ton (oz/ton), 0.192 oz/ton, and 0.62 oz/ton. A single sample collected from a second quartz vein on our leased, patented property assayed at 2.73 oz/ton. A fifthsample collected from a pit on a separate leased our patented property assayed at 0.007 oz/ton. All assays were performed by Copper State Analytical Lab in Prescott,Arizona, an independent registered assayer.

Arne Stenseth of Bonanza Goldfields Corp. has provided all geological analysis to the Company.

Although some preliminary testing has been done on portions of the property, the majority of the land package has virgin placer gravels and large quartz veins thathave never been explored or tested. Additional exploration (mapping, sampling, bulk-sampling geophysics, drilling, etc.) must be conducted in order to determine theareal extent, volumes, grades, and values of auriferous quartz veins and gravels within the expanded claim block. The large land package with widespread areas ofanomalous gold values; proximity to the Congress Mine; large iron oxide rich quartz veins which exhibit mineralogic and structural similarities to the Congress,Niagra, Queen of the Hills, Golden Wave and other mineralized, economic vein systems in the area; and the presence of placer gold in widespread gravels indicatesthat the Tarantula Property may host a large, potentially economic gold deposit and undoubtedly represents an excellent exploration target with potential for bothplacer and lode gold production from auriferous placers and veins.

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There was some surface disturbance before we acquired the property. There are a few existing adits and test pits, and a network of roads built by the previous ownerwho was selling boulders to housing developments. There is no known contamination of the area. The mining activity a appears to be limited to small adits and testpits. Remediation of the site will be an ongoing process. Excavations will first be filled with the oversize material which has been separated by grizzly from the bankrun feed materials from each excavation. Finally, the upper 6” - 12” of soil, which has been stored during initial site preparation, will be placed on top of the oversizematerials in order to enhance revegetation of the area. Care will be taken to prevent erosion on slopes, and where necessary runoff will be diverted by water bars andterracing. All improved access roads will be graded to natural contour and water bars will be utilized to prevent erosion. Since some of the area of operations is near anatural drainage, efforts will be taken to ensure the natural flow is restored upon completion of the operation.

A breakdown of the exploration timetable and budget, including estimated amounts that will be required for each exploration activity, such as geophysics,geochemistry, surface sampling, drilling, etc. for each prospect are as follows:

The timetable will depend on the availability of financing. The exploration plan would begin with a surface sampling program estimated to take 3 weeks and to costapproximately $35,000 to complete. Multi-element analyses will be performed on each sample and the geochemical analyses along with the local geology and thevisible outcrops of mineralized quartz would be used to determine the best drill targets. The analyses and interpretation of the data will take an estimated 6 weeks tocomplete at a cost of $25,000. Assuming a cost of $50 per foot of core drilling, 8 drill targets, and an average depth of 500 feet, the drilling program will costapproximately $200,000.

Our first phase is to set up the plant and then run placer material and test the results (including rock chip samples) to obtain an internal resource estimate on ourpatented properties. Also, we plan to obtain all necessary licenses to operate on the BLM land. Our second phase would be to move as much placer volume throughour plant as possible if the placer levels are economical and to expand that plant to have significantly more operating volume. Third, we plan to secure financing for aload operation to add to our placer capacity. If placer material is not economical and load tests to be more economical then we plan to move to load given financing is

available.

Tonaquint is currently our main planned funding source. We will seek other sources of funding if our relationship with Tonaquint terminates.

We plan to utilize our internal Geochemist Arne Stenseth a graduate of the Montana College of Mineral Science and Technology with an American Chemical Societyaccredited Bachelor of Science Degree (1994) in Chemistry. He is a member in good standing of the Geochemistry Division of the American Chemical Society(ACSGEOC), the International Association of GeoChemistry (IAGC), the Geochemical Society, and the Association of Applied Geochemists (AAG). He is a Founderand Managing Member of Gruvedrift Enterprises, LLC, a mineral exploration company, and is currently working as a geochemist for our company. Arne Stensethcollects and maintains custody of the samples. The rock chip samples are collected as representative samples of the outcrop or vein. The rock chips are bagged andlabeled. The labeled bags are sent to either Copper State Analytical Lab in Prescott, AZ or to Skyline Assayers & Laboratories in Tucson, AZ. The labs performmulti-element analyses by ICP, and gold and silver are determined by fire assay. Concentrates collected from the finishing table are also collected by Arne Stenseth,who maintains custody of the samples. The concentrates are bagged and labeled and sent to the same laboratories as above for the same analyses.

RESULTS OF OPERATIONS

Three monthsEnded September 30, 2012Compared to Three monthsEnded September 30, 2011

We are an exploration stage company acquiring mineral properties or claims located in the State of Arizona, USA. The recoverability of amounts from the properties or claims will be dependent upon the discovery of economically recoverable reserves, confirmation of our interest in the underlying properties and/or claims, our ability 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.

For the three months ended September 30, 2012, we generated no revenue. Our future revenue plan is uncertain and is dependent on our ability to effectively mine our products, generate sales, and obtain contract mining opportunities. There are no assurances of our ability to begin to mine our claim. The expenditures formining are cost intensive so it is critical for us to raise sufficient capital to implement our business plan.We incurred losses of $484,467for the three months endedSeptember 30, 2012, compared to $125,367 for the three months ended September 30, 2011.

Our operating expenses for exploration activities for the three months ended September 30, 2012 and 2011 were $20,684and $27,701, respectively. The costs associated with exploration activities included trenching, testing, hauling, and labor costs associated with the exploration of our gold mines claims.

Our general and administrative expenses for the three months ended September 30, 2012 and 2011were $439,841and $65,182, respectively.The increase was primarily related to the issuance of options to our COOthat was valued at $99,261, issuance of common stock to our CEO valued at $200,000, issuance of common stock to other professionalsand our director of $60,000, and other professional fees of $59,000.

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Our interest expense for the three months ended September 30, 2012 and 2011 was $23,942 and $32,484, respectively. The decrease is primarily attributable to the decrease in debt outstanding.

Liquidity and Capital Resources

Our cash used in operating activities for the three months ended September 30, 2012 was $82,065compared to $160,962for the three months ended September 30, 2011. The decrease in cash used in operations was primarily attributable toreduced payments made to vendors and related parties during the three months ended September 30, 2012.

Our cash provided by financing activities for the three months ended September 30, 2012 was $140,000, compared to $140,000 for the three months ended September 30, 2011.Cash provided by financing activities mainly included proceeds from the sale of common stock.

We have $816,032 in Notes Payable of that $294,699 are due upon demand and we have not received any demand for payments on these notes. Further, we have a note for $50,000 that is in default and we are negotiating either a full payment of the note or conversion of debt for common stock of the Company. We are in default on our note to Freedom Boat, LLC for $250,000 which is secured by 10,000,000 shares of common stock of the Company. We have preliminarily agreed with Freedom Boat to create another 1 year interest only payment structure with the balance due at the end of the 12 month term and which is convertible to stock.

To date, we havesucceeded in securing capital as needed, but there is no guarantee this will continue.

We believe we will have to rely on public and private equity and debt financings to fund our liquidity requirements over the intermediate term. We may be unable to obtain any additional financings on terms favorable to us, or obtain additional funding at all. If adequate funds are not available on acceptable terms, and if cash and cash equivalents together with any income generated from operations fall short of our liquidity requirements, we may be unable to sustain operations. Continued negative cash flows create substantial doubt regarding our ability to fully implement our business plan and could render us unable to expand our operations or take advantage of acquisition opportunities, any of which may have a material adverse effect on our business. If we raise additional funds through the issuance of equity securities, our stockholders may experience dilution of their ownership interest, and the newly issued securities may have rights superior to those of our common stock. If we raise additional funds by issuing debt, we may be subject to limitations on our operations, including limitations on the payments of dividends

We are in need of approximately $65,000 per month in order to meet our operating expenses. If we have insufficient revenue, we will be able to borrow the funds fromTonaquint pursuant to the agreements in place.

On October 1, 2012, we entered into a Secured Convertible Promissory Note and Warrant Purchase Agreement with Tonaquint, Inc., a Utah corporation("Tonaquint"), whereby the Company issued (i) a Secured Convertible Promissory Note of the Company in the principal amount of $1,660,000 and (ii) a warrant topurchase 158,953,080 shares of the Company’s common stock. The warrant has an exercise price of $0.075 per share and can be exercised at any time within five yearsafter October 1, 2012. Tonaquint has the right to convert, subject to restrictions described in the promissory note, all or a portion of the outstanding amount of thepromissory note that is eligible for conversion into shares of our common stock. The conversion price of the promissory note is $0.05 per share.The Secured Convertible Promissory Note is due on April 1, 2015 and the interest rate of 8% payable monthly. The promissory note, if prepaid, has a penalty of 135%prepayment obligation. The total amount to be funded is $1,500,000, representing the principal amount of $1,660,000 less an original issuance discount of $150,000and the payment of $10,000 to cover Tonaquint’s fees. The shares of common stock underlying the Secured Convertible Promissory Note and Warrant were to beregistered by a registration statement pursuant to the terms and conditions of a registration rights agreement. The registration statement has been withdrawn withTonaquint’s consent. Tonaquint's ability to fund our company is evidenced by three Buyer Mortgage Notes, in the principal amount of $50,000, $150,000, and$400,000. The Buyer Mortgage Notes are secured by certain real property owned by Tonaquint located in Cook County, Illinois. Tonaquint’s obligation to fund ourcompany is further evidenced by a promissory note in the amount of $750,000.

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Pursuant to the purchase agreement, we reserved 75,000,000 shares of common stock. We agreed not to enter into any equity line of credit or financing arrangementor other transaction that involves issuing securities that are convertible into common stock (including without limitation selling convertible debt, warrants orconvertible preferred stock), or otherwise issue common stock (a) with conversion, exercise or similar mechanics or reset provisions that vary according to the marketprice of the common stock without a floor at or higher than $0.01 or (b)at a fixed price which is lower than $0.01, without the prior written consent of Tonaquint. Weagreed not to declare or make any dividend or other distributions of our assets

There are no set dates or requirements for the Company to draw down on the Secured Convertible Promissory Note.

Off-balance sheet arrangements

We have no off-balance sheet arrangements including arrangements that would affect the liquidity, capital resources, market risk support and credit risk support or other benefits.

Additional Information

Bonanza files reports and other materials with the Securities and Exchange Commission. These documents may be inspected and copied at the Securities and Exchange Commission, Judiciary Plaza, 100 F Street, N.E., Room 1580,Washington, D.C. 20549. You can obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also get copies of documents that the Company files with the Commission through the Commission’s Internet site at www.sec.gov.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not hold any derivative instruments and do not engage in any hedging activities. Most of our activity is the development and mining of our mining claim.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and ProceduresWe maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded,processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information isaccumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed andoperated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating thecost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that thecontrols and procedures would meet their objectives. As required by SEC Rule 13a-15(b), our Chief Executive Officer and Chief Financial Officer carried out anevaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on theforegoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective for the three months endedSeptember 30, 2012 mainly due to lack of segregation of duties.

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We anticipate that by the next filing deadline date of our June 30, 2013 10K (which is August 15, 2013) we will have resolved the segregation of duties issue bynaming a CFO or new company officer that will resolve any issues surrounding segregation of duties.

In the interim period, to mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with theuse of external legal and accounting professionals. As we grow, we expect to create a new finance and accounting position that will allow for proper segregation ofduties consistent with control objectives, and will increase our personnel resources and technical accounting expertise within the accounting function. As ourfinancing staff grows we will prepare and implement appropriate written policies and checklists which set forth procedures for accounting and financial reporting withrespect to the duties within the internal control framework. These current control deficiencies could result in a misstatement of account balances that would result in areasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basis. Accordingly, we havedetermined that these control deficiencies as described above together constitute a material weakness.

(b) Limitations on Effectiveness of Controls and ProceduresOur management, including our chief executive officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error andall fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the controlsystem are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be consideredrelative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues andinstances of fraud, if any, within our company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decisionmakingcan be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of somepersons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certainassumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential futureconditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.Management has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. Our managementbelieves that these material weaknesses are due to the small size of our accounting staff. The small size of our accounting staff may prevent adequate controls in thefuture, such as segregation of duties, due to the high cost of such remediation relative the benefit expected to be derived thereby.

We plan to resolve the segregation of duties issue by naming a CFO or new company officer that will resolve any issues surrounding segregation of duties and iscurrently seeking for candidates.

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It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives ofthe system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of theseand other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential futureconditions, regardless of how remote.

(c) Changes in Internal Control Over Financial ReportingDuring the three months ended September 30, 2012, there were no changes in our internal control over financial reporting that have materially affected, or are reasonablylikely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect except the following matters.

On October 30, 2012 we learned that former President and CEO, Scott Geisler, filed suit against the Company on September 20, 2012, in the Circuit Court of the SixthJudicial District in the State of Florida. The Company has not yet been served with the summons and complaint or filed an answer. Mr. Geisler asserts that theCompany is in default with respect to payments under a Settlement and Mutual Release Agreement entered into upon his resignation as an officer and director of theCompany and effective June 8, 2012. Mr. Geisler claims monetary damages "in excess of $15,000," attorneys' fees, court costs and seeks the issuance of 7,500,000shares of common stock that is provided for under the Settlement and Mutual Release Agreement. We have engaged legal counsel to represent the Company in thisdispute and counsel has identified defenses to the claims and setoffs. We are optimistic that a settlement of the dispute will be reached in the near future withouthaving a materially adverse effect on our financial condition or results of operations.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information contained in this Annual Report on Form 10-K, or the Company’s other filings with the Securities and Exchange Commission (the "SEC"). If any of the events anticipated by the risks described below occur, our results of operations and financial condition could be adversely affected which could result in a decline in the market price of our common stock, causing you to lose all or part of your investment.

Management lacks technical training and experience with exploring for, starting, and/or operating a mine; and that with no direct training or experience in these areas, management may not be fully aware of many of the specific requirements related to working within this industry. We do however, employ a geochemist who is very familiar with exploration and a subcontractor who has experience operating placer plants. This sub-contractor is an Engineer by training and he and his team operate the equipment on the site, which includes bulldozers, front end loaders, a Finley that screens material, and the maintenance of the plant. The sub-contractor has built two placer plants prior to being hired by Bonanza. Additionally, he has 25 years of construction and heavy equipment experience. Our staff retained an expert consultant for the first half of 2012 named Madan Singh to advise the Company on how to effectively begin a placer operation.

Substantial Doubt Exists About Our Ability to Continue As a Going Concern

If we are unable to obtain sufficient financing in the near term or achieve profitability, then we would, in all likelihood, experience severe liquidity problems and may have to curtail our operations. If we curtail our operations, we may be placed into bankruptcy or undergo liquidation, the result of which will adversely affect the value of our common shares.

Our Chief Executive Officer and Chief Financial Officer concluded that our internal controls over financial disclosure and procedures were not effective.

If the weaknesses in our disclosure controls and procedures are not remedied based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO the company may not be able to accurately disclose its financial condition.

Because the probability of an individual prospect ever having reserves economically recoverable is extremely remote, any funds spent on exploration will probably be lost.

The probability of an individual prospect ever having economically recoverable reserves is extremely remote. In all probability, our properties do contain reserves. As such, any funds spent on exploration will probably be lost, our Company and its business operations could be adversely impacted and there would be a material adverse impact on our Company’s business, results of operations and financial condition.

We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease activities.

We were incorporated on March 6, 2008 and we have not started our proposed business activities or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss was $6,606,854 from inception to June 30, 2012. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

●	our ability to locate a profitable mineral property

●	our ability to generate revenues

●	our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease activities.

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Because we will have to spend additional funds to determine if we have economically recoverable reserves, if we can't raise sufficient funds, we will have to cease operations.

Even if we complete our current exploration program and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit, a reserve. If we do not have a commercially viable mineral reserve, it would have a material adverse impact on our Company’s business, results of operations and financial condition.

As we undertake exploration of our claims and interests, we will be subject to compliance of government regulation that may increase the anticipated time and cost of our exploration program.

There are several governmental regulations that materially restrict the exploration of minerals. We will be subject to the mining laws and regulations in force in the jurisdictions where our claims are located, and these laws and regulations may change over time. In order to comply with these regulations, we may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to land. While our planned budget for exploration programs includes a contingency for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program, or that the budgeted amounts are inadequate.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages, which could hurt our financial position and possibly result in the failure of our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.

We may not have access to all of the supplies and materials we need to begin exploration which could cause us to delay or suspend activities .

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

Due to external market factors in the mining business, we may not be able to market any minerals that may be found.

The mining industry, in general, is intensely competitive. Even if commercial quantities of minerals are discovered, we can provide no assurance to investors that a ready market will exist for the sale of these minerals. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of markets and processing equipment, and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, mineral importing and exporting and environmental protection. The exact effect of these factors cannot be accurately predicted, but any combination of these factors may result in our not receiving an adequate return on invested capital.

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Our performance may be subject to fluctuations in market prices of gold and other minerals.

The profitability of a mineral exploration project could be significantly affected by changes in the market price of the relevant minerals. The price of gold, while recently reaching record highs in the last 24 months, has been volatile over the past few months. Demand for gold can also be influenced by economic conditions, attractiveness as an investment vehicle and the relative strength of the U.S. dollar and local investment currencies. A number of other factors affect the market prices for other minerals. The aggregate effect of the factors affecting the prices of various minerals is impossible to predict with accuracy. Fluctuations in mineral prices may adversely affect the value of any mineral discoveries made on the properties with which we are involved, which may in turn affect the market price and liquidity of our common shares and our ability to pursue and implement our business plan.

Our operations are subject to strict environmental regulations, which result in added costs of operations and operational delays.

Our operations are subject to environmental regulations, which could result in additional costs and operational delays. All phases of our operations are subject to environmental regulation. Environmental legislation is evolving in some countries and jurisdictions in a manner that may require stricter standards, and enforcement, increased fines and penalties for non-compliance, more stringer environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors, and employees. There is no assurance that any future changes in environmental regulation will not negatively affect our projects.

We have no insurance for environmental problems.

Insurance against environmental risks, including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production, has not been available generally in the mining industry. We have no insurance coverage for most environmental risks. In the event of a problem, the payment of environmental liabilities and costs would reduce the funds available to us for future operations. If we are unable to fund fully the cost of remedying an environmental problem, we might be required to enter into an interim compliance measure pending completion of the required remedy.

Climate change and related regulatory responses may impact our business.

Climate change as a result of emissions of greenhouse gases is a significant topic of discussion and may generate government regulatory responses in the near future. It is impracticable to predict with any certainty the impact of climate change on our business or the regulatory responses to it, although we recognize that they could be significant. However, it is too soon for us to predict with any certainty the ultimate impact, either directionally or quantitatively, of climate change and related regulatory responses.

The current financial environment may have impacts on our business and financial condition that we cannot predict.

The continued instability in the global financial system and related limitation on availability of credit may continue to have an impact on our business and our financial condition, and we may continue to face challenges if conditions in the financial markets do not improve. Our ability to access the capital markets has been restricted as a result of the economic downturn and related financial market conditions and may be restricted in the future when we would like, or need, to raise capital. The difficult financial environment may also limit the number of prospects for potential joint venture, asset monetization or other capital raising transactions that we may pursue in the future or reduce the values we are able to realize in those transactions, making these transactions uneconomic or difficult to consummate.

Nevada Law And Our Articles Of Incorporation Protect Our Directors From Certain Types Of Lawsuits, Which Could Make It Difficult For Us To Recover Damages From Them In The Event Of A Lawsuit.

Nevada law provides that our directors will not be liable to our company or to our stockholders for monetary damages for all but certain types of conduct as directors. Our Articles of Incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require our company to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

Because We Are Quoted On The OTC Pinksheets Instead Of An Exchange Or National Quotation System, Our Investors May Have A Tougher Time Selling Their Stock Or Experience Negative Volatility On The Market Price Of Our Stock.

Our common stock is traded on the Pinksheets. The Pinksheets is often highly illiquid, in part because it does not have a national quotation system by which potential investors can follow the market price of shares except through information received and generated by a limited number of broker-dealers that make markets in particular stocks. There is a greater chance of volatility for securities that trade on the Pinksheets as compared to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. Investors in our common stock may experience high fluctuations in the market price and volume of the trading market for our securities. These fluctuations, when they occur, may have a negative effect on the market price for our securities. Accordingly, our stockholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our common stock improves .

As a public company we are subject to complex legal and accounting requirements that will require us to incur significant expenses and will expose us to risk of non-compliance .

As a public company, we are subject to numerous legal and accounting requirements that do not apply to private companies. The cost of compliance with many of these requirements is material, not only in absolute terms but, more importantly, in relation to the overall scope of the operations of a small company. Our relative inexperience with these requirements may increase the cost of compliance and may also increase the risk that we will fail to comply. Failure to comply with these requirements can have numerous adverse consequences including, but not limited to, our inability to file required periodic reports on a timely basis, loss of market confidence, delisting of our securities and/or governmental or private actions against us. We cannot assure you that we will be able to comply with all of these requirements or that the cost of such compliance will not prove to be a substantial competitive disadvantage vis-à-vis our privately held and larger public competitors.

The application of the “penny stock” rules could adversely affect the market price of our common shares and increase your transaction costs to sell those shares. The Securities and Exchange Commission has adopted rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, rule 15g-9 require:

●	that a broker or dealer approve a person’s account for transactions in penny stocks; and

●	the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

●	obtain financial information and investment experience objectives of the person; and

●	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

●	sets forth the basis on which the broker or dealer made the suitability determination; and

●	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

●	Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

The market price for our common shares is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of profits which could lead to wide fluctuations in our share price. The price at which you purchase our common shares may not be indicative of the price that will prevail in the trading market. You may be unable to sell your common shares at or above your purchase price, which may result in substantial losses to you.

The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

Volatility in our common share price may subject us to securities litigation, thereby diverting our resources that may have a material effect on our profitability and results of operations.

As discussed in the preceding risk factors, the market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses and pose challenges for our management team.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated there under, the Sarbanes-Oxley Act and SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the U.S. public markets. Our management team will need to devote significant time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

We will incur increased costs and demands upon management as a result of complying with the laws and regulations that affect public companies, which could materially adversely affect our results of operations, financial condition, business and prospects.

As a public company and particularly after we cease to be an "emerging growth company," we will incur significant legal, accounting and other expenses that we have not incurred to date, including increased costs associated with public company reporting and corporate governance requirements. These requirements include compliance with Section 404 and other provisions of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, as well as rules implemented by the SEC. The increased costs associated with operating as a public company will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business. Additionally, if these requirements divert our management's attention from other business concerns, they could have a material adverse effect on our results of operations, financial condition, business and prospects. However, for as long as we remain an "emerging growth company" as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an "emerging growth company." If the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30, we would cease to be an "emerging growth company" as of the following June 30, or if we issue more than $1 billion in non-convertible debt in a three-year period, we would cease to be an "emerging growth company" immediately.

The company believes that through a fraudulent scheme by former management, 86,000,000 shares of our common stock were improperly issued.

The company is in the process of seeking a legal remedy to this issue however, if the company is not successful in its efforts to cancel the shares, the stock value could be improperly diminished because of the dilution created by this fraudulent scheme to the detriment of the shareholders. The company will bring an action in the appropriate court against the original recipients of the shares and the former CEO and to request an order to cancel the shares. Securities issued in violation of section 5 are subject to rescission under section 12(a) (l) of the Act. Sections 12(a) (1) of the Securities Act and Section 5 allow purchasers to sue sellers for offering or selling a non-exempt security without registering it. As long as the purchaser can prove a direct link between the purchaser and the seller and the purchaser may obtain rescission with interest or damages if the investor sold his securities for less than he purchased them. The Company did not receive any consideration for the improper sale of the shares and is attempting to contact the recipients of the subject shares and will pursue all legal remedies available to correct this issue including but not limited to bringing an action in federal court to cancel the shares and for damages sustained by the Company. However, if the company is not successful the stock value could be improperly diminished because of the dilution created by this fraudulent scheme

The former CEO in concert with associates and acting outside his authority defrauded the Company. The legitimate purchasers of the shares will have an action against the seller who knew the shares were not registered or exempt from registration.

The Company was not a party to this fraudulent scheme and it therefore feels rescission is not available to it. The damage sustained by the Company could be at least $985,100, which is the amount that the Company would have realized if the shares had been sold pursuant to a registration or as restricted shares to legitimate buyers the at the time of this incident. If the non-participating owners are unable to recover their losses from the former CEO and those working in concert with him, they will lose their initial investment and any possible appreciation of their investment.

SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES

During the three months ended September 30, 2012, the Company issued 8,730,945 common shares for $140,000 in cash and received $37,500 for subscription of 2,062,500 shares of common stock which has not been issued. The $37,500 proceeds from the subscriptionwas recorded as stock payable at September 30, 2012. The Company issued 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period ended September 30, 2012.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5. OTHER INFORMATION

There is no information with respect to which information is not otherwise called for by this form.

TABLE OF CONTENTS

ITEM 6. EXHIBITS

Exhibits

3.1	Articles of Incorporation(1)
3.2	Bylaws (4)
4.1	$1,660,000 Secured Convertible Note dated October 1, 2012 (3)
4.2	Common Stock Purchase Warrant dated October 1, 2012 (3)
10.1	Agreement with Gold Explorations, LLC and Bonanza Goldfields, Corp., dated July 1, 2009.(2)
10.2	Peter Cao Chief Operating Officer employment agreement (3)
10.3	Scott Geisler Chief Executive Officer employment agreement (3)
	Note and Warrant Purchase Agreement dated October 1, 2012 (3)
10.5	Form of Promissory Note (3)
10.6	Form of Mortgage, dated October 1, 2012 (3)
10.7	Escrow Agreement dated October 1, 2012 (3)
10.8	Form of Buyer Mortgage Note 1 dated October 1, 2012. (3)
10.9	Form of Buyer Mortgage Note 2 dated October 1, 2012.(3)
10.10	Form of Buyer Mortgage Note 3 dated October 1, 2012. (3)
10.11	Registration rights Agreement, dated October 1, 2012 (3)
10.12	Security Agreement dated October 1, 2012 (3)
10.13	Judgetown Lease Agreement dated September 14, 2012 and Amended Agreement dated February 1, 2013 (4)
10.14	David Janney Mutual Release Dated February 19, 2013 (4)
10.15	Scott Geisler Settlement and Mutual Release Date June 14, 2012 (4)
10.16	Choice Capital Agreement dated September 13, 2012 (4)
10.17	David Janney Settlement and Mutual Release Agreement
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

___________

(1)	Incorporated by reference to the Company’s filing on Form S1/A, as filed with the Securities and Exchange Commission on September 11, 2008.

(2)	Incorporated by reference to the corresponding exhibits on the Company’s filing on Form 10-Q, as filed with the Securities and Exchange Commission on March 14, 2012 for the period ended September 30, 2011.

(3)	Incorporated by reference to the corresponding exhibits on the Company’s filing on Form 8-K, as filed with the Securities and Exchange Commission on October 5, 2012.

(4)	Incorporated by reference to the corresponding Company’s filing on Form 10-Q, as filed with the Securities and Exchange Commission on May 14, 2013 for the period ending March 31, 2013.

TABLE OF CONTENTS

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.

Registrant	Bonanza Goldfields Corp.

Date: July 19, 2013	By:	/s/ Michael Stojsavljevich
		Michael Stojsavljevich
		Chairman, Chief Executive Officer (Principal Executive Officer)

Registrant	Bonanza Goldfields Corp.

Date: July 19, 2013	By:	/s/ Michael Stojsavljevich
		Michael Stojsavljevich
		Interim Chief Financial Officer (Principal Accounting Officer,)

Statements of Operations (USD $)

3 Months Ended

55 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Income Statement [Abstract]

REVENUE

OPERATING EXPENSES:

General and administrative

439,841

65,182

2,950,020

Exploration expense

20,684

27,701

270,004

Impairment of mining claims

714,700

Impairment of other assets

32,122

Total operating expenses

460,525

92,883

3,966,846

OTHER EXPENSES:

Interest expense

23,942

32,484

2,910,691

Loss on settlement of litigation

59,000

Loss on settlement of accounts payable

33,014

Loss on debt conversion

121,770

Total other expense

23,942

32,484

3,124,475

NET LOSS

$ (484,467)

$ (125,367)

$ (7,091,321)

NET LOSS PER SHARE:

Basic and diluted

$ 0.00

Weighted average of common shares outstanding, basic and diluted

320,980,000

281,827,808

5. EQUITY

3 Months Ended

Sep. 30, 2012

Equity [Abstract]

5. EQUITY

Common Stock

On March 31, 2011, the Company increased the authorized common shares to 500,000,000.

Preferred Stock

Fraudulent Issuance of Stock by Past Management

During 2011, the Company issued 86,000,000 common shares to asignees of a $23,200 note originally issued to Venture Capital International. An opinion of counsel pursuant to Rule 144 was prepared and executed by attorney, John Thomas, Esq. for each of the issuances and sent to the Company with instructions to issue the shares without restrictions. The former CEO and only director at the time forwarded the opinion, instructions and the corporate resolution to the transfer agent directing that the share certificates be issued as new shares without a restriction to the designated shareholders. The transfer agent complied based upon the legal opinion and directions from the CEO. The above mentioned 86,000,000 shares are outstanding other than 12,000,000 shares that present management has been able to place in escrow with the transfer agent pending further review. The only note holder, Venture Capital International, never agreed to an assignment, did not receive payment from this above described transaction and the note is still outstanding. Present management believes the assignment was forged. The recipients of the 86,000,000 shares did not pay the Company or the note holder for the shares and the Company believes, based on information from one of the parties who purchased the stock that the former CEO may have kept the funds received from the sale of the shares.

4. NOTES PAYABLE (Details) (USD $)

Sep. 30, 2012

Jun. 30, 2012

Notes Payable Details

Gold Exploration LLC (a) Dated - June 1, 2008

$ 52,699

Venture Capital International (b) Dated - March 30, 2009

12,000

Venture Capital International (c) Dated - May 7, 2009

17,000

Advantage Systems Enterprises Limited (d) Dated - July 3, 2009

17,000

Advantage Systems Enterprises Limited (e) Dated - August 7, 2009

10,000

Venture Capital International (f) Dated - October 15, 2009

10,000

Venture Capital International (g) Dated - October 27,2009

7,000

Advantage Systems Enterprises Limited (h) Dated - November 9, 2009

25,000

Venture Capital International (i) Dated - November 23, 2009

5,000

Strategic Relations Consulting, Inc. (j) Dated - March 31, 2010

15,000

Summit Technology Corporation, Inc. (k) Dated November 22, 2010

2,000

Gold Exploration LLC (l) Dated - July 29, 2010

97,000

Freedom Boat, LLC (m) Dated February 7, 2011

250,000

Dr. Linh Nguyen (o) Dated May 23, 2011

25,000

Charles Chapman (p) Dated December 27, 2011

50,000

Leroy Steury (q) Dated March 12, 2012

76,875

Total Notes payable

671,574

Less current portion of long-term debt

671,574

Long-term debt

6. STOCK-BASED COMPENSATION (Details) (USD $)

3 Months Ended

Sep. 30, 2012

Jun. 30, 2012

Sep. 30, 2011

Stock-Based Compensation Details

Shares available for grant, Beginning

19,000,000

Number of Options Outstanding, Beginning

25,500,000

12,000,000

Number of Options Granted

Number of Options Forfeited

Shares available for grant, Ending

9,500,000

19,000,000

Number of Options Outstanding, Ending

25,500,000

12,000,000

Weighted Average Exercise Price Outstanding, Beginning

$ 0.02

Weighted Average Exercise Price Granted

Weighted Average Exercise Price Forfeited

Weighted Average Exercise Price Outstanding, Ending

$ 0.02

Weighted Average Remaining Contractual Life (in years) Outstanding

3 years 5 months 20 days

3 years 8 months 20 days

Aggregate Intrinsic Value Outstanding, Ending

$ 875,000

$ 120,000

5. EQUITY (Details Narrative) (USD $)

3 Months Ended

Sep. 30, 2012

Equity Details Narrative

Shares Common stock issued to director, officer, and consultants

13,000,000

Value Common stock issued to director, officer, and consultants

$ 260,000

Shares issued during period for cash

8,730,945

Shares issued during period, Value

$ 140,000

4. NOTES PAYABLE (Details Narrative) (USD $)

Sep. 30, 2012

Jun. 30, 2012

Notes Payable Details Narrative

Gold Exploration LLC (a) Principal and Interest Payable

$ 66,941

$ 65,346

Venture Capital International (b) Principal and Interest Payable

14,083

13,932

Venture Capital International (c) Principal and Interest Payable

19,862

19,648

Advantage Systems Enterprises Limited (d) Principal and Interest Payable

19,764

19,550

Advantage Systems Enterprises Limited (e) Principal and Interest Payable

11,574

11,448

Venture Capital International (f) Principal and Interest Payable

11,479

11,353

Venture Capital International (g) Principal and Interest Payable

8,024

7,936

Advantage Systems Enterprises Limited (h) Principal and Interest Payable

28,637

28,322

Venture Capital International (i) Principal and Interest Payable

5,713

5,650

Strategic Relations Consulting, Inc. (j) Principal and Interest Payable

16,878

16,689

Summit Technology Corporation, Inc. (k) Principal and Interest Payable

2,336

2,311

Gold Exploration LLC (l) Principal and Interest Payable

111,574

108,640

Freedom Boat, LLC (m) prepaid interest

250,000

Charles Chapman (p) prepaid interest

$ 78,230

$ 77,780

1. DESCRIPTION OF BUSINESS

3 Months Ended

Sep. 30, 2012

Accounting Policies [Abstract]

1. DESCRIPTION OF BUSINESS

The Company’s leased lands consist of 38 lode claims covering 600 acres of patented, private property claims and BLM claims described above in the Date CreekMountains, Arizona consisting of both alluvial and mineralized quartz deposits, as well as the presence of certain rare earth elements. A Preliminary GeologicalSurvey as well as subsequent testing and assays of the leased claims were prepared by a third party.

7. RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)

Sep. 30, 2012

Jun. 30, 2012

Payables to a related party

$ 0

$ 18,000

Balance Sheets (Parenthetical) (USD $)

Sep. 30, 2012

Jun. 30, 2012

Stockholders Equity

Preferred Stock par value

$ 0.0001

Preferred Stock Authorized

20,000,000

Preferred Stock Issued

Preferred Stock Outstanding

Common Stock par value

$ 0.0001

Common Stock Authorized

500,000,000

Common Stock Issued

331,656,125

320,862,680

Common Stock Outstanding

331,656,125

320,862,680

Statements of Cash Flows (USD $)

3 Months Ended

55 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$ (484,467)

$ (125,367)

$ (7,091,321)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation

2,213

121

2,696

Stock based compensation

359,261

42,600

1,836,515

Impairment of mining claims

714,700

Impairment of other assets

32,122

Amortization of debt discount

12,196

2,287,366

Common stock issued for interest expense

504,060

Loss on settlement of litigation

(59,000)

Loss on settlement of accounts payable

33,014

Loss on conversion of notes payable

121,770

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

20,200

7,700

Accounts payable and accrued expenses

20,728

(53,224)

52,984

Accounts payable and accrued liabilities - related party

(37,288)

18,000

Disputed payable

293,450

Deferred liabilities

60,000

Net cash used in operating activities

(82,065)

(160,962)

(1,067,944)

CASH FLOWS FROM INVESTING ACTIVITIES:

Investment in mining property

(149,000)

Purchase of intangible asset

(36,173)

Net cash used in investing activities

(185,173)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from notes payable

355,800

Repayment of notes payable

(53,000)

(58,000)

Proceeds from convertible note payable

129,875

Proceeds from the sale of common stock

140,000

193,000

969,000

Net cash provided by financing activities

140,000

1,396,675

INCREASE (DECREASE) IN CASH

57,935

(20,962)

143,558

CASH, BEGINNING OF PERIOD

85,623

23,306

CASH, END OF PERIOD

143,558

2,344

143,558

SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid

1,875

22,725

557,849

Income taxes paid

NONCASH INVESTING AND FINANCING TRANSACTIONS

Extinguishment of debt

19,327

Notes issued to acquire mining claims

357,000

Common stock issued for prepay interest

7,700

Common stock issued for note modification

48,387

Common stock issued to acquire mining claim

458,700

Common stock issued for fixed assets

3,023

43,872

Common stock issued for conversion of debt

19,328

138,332

Common stock to be issued for settlement of litigation

29,500

Common stock to be issued for note extension

$ 15,500

Balance Sheets (USD $)

Sep. 30, 2012

Jun. 30, 2012

ASSETS:

Cash

$ 143,558

$ 85,623

Prepaid interest

20,200

Total current assets

143,558

105,823

Property and equipment, net

41,554

43,767

Mining claims

250,000

TOTAL ASSETS

435,112

399,590

Accounts payable and accrued liabilities

73,828

41,967

Accrued interest

50,276

43,409

Accounts payable and accrued liabilities - related party

18,000

Disputed payable

293,450

Common stock payable

298,000

38,000

Deferred liabilities

60,000

Convertible note payable

76,875

Notes payable

594,699

TOTAL LIABILITIES

1,447,128

1,166,400

STOCKHOLDERS' DEFICIT

Series A Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding

Common stock, $0.0001 par value, 500,000,000 shares authorized; 331,656,125 and 320,862,680 issued and outstanding for September 30, 2012 and June 30, 2012, respectively

33,165

32,086

Additional paid-in capital

6,083,640

5,807,958

Subscription receivable

(37,500)

Deficit accumulated during exploration stage

(7,091,321)

(6,606,854)

TOTAL STOCKHOLDERS' DEFICIT

(1,012,016)

(766,810)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$ 435,112

$ 399,590

8. COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $)

3 Months Ended

Sep. 30, 2012

Jun. 30, 2012

Commitments And Contingencies Details Narrative

Increased monthly salary

$ 3,000

Disputed payable

$ 221,250

3. MINING CLAIMS (Details) (USD $)

Sep. 30, 2012

Jun. 30, 2012

Total mining and equipment activity

$ 865,700

Accumulated impairment of mining claims

(615,700)

Total Mining Claims

250,000

Midas Placer Mining Claim fully impaired

Total mining and equipment activity

565,700

Tarantula Mining Claim

Total mining and equipment activity

250,000

Osiris Gold Joint Venture fully impaired

Total mining and equipment activity

$ 50,000

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Sep. 30, 2012

Notes to Financial Statements

Basis of Presentation

Use of 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

Impairment of Long-Lived Assets

Asset Retirement Obligations

Property and Equipment

Income Taxes

Concentration of Credit Risk

The Company maintains its operating cash balances in banks in Phoenix, Arizona. The Federal Depository Insurance Corporation (“FDIC”) insures accounts at each institution up to $250,000.

Share-Based Compensation

Basic and Diluted Net Loss Per Share

Net loss per common 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 and are therefore excluded from the calculation.

At September 30, 2012 and 2011, common stock equivalents consisted of warrants to purchase 25,500,000 and 12,000,000 shares of common stock, respectively.

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current period presentation for comparative purposes.

Recent Accounting Pronouncements

10. SUBSEQUENT EVENTS

3 Months Ended

Sep. 30, 2012

Subsequent Events [Abstract]

10. SUBSEQUENT EVENTS

On October 1, 2012, the Company entered into a Secured Convertible Promissory Note and Warrant Purchase Agreement with Tonaquint, Inc., a Utah corporation("Tonaquint"), whereby the Company issued (i) a Secured Convertible Promissory Note of the Company in the principal amount of $1,660,000 with a conversion price of $0.05 per share and an annual interest rate of 8% and (ii) a warrant to purchase 158,953,080 shares of the Company’s common stock. The warrant has an exercise price of $0.075 per share and can be exercised at any time within five years after October 1, 2012. Tonaquint has the right to convert, subject to restrictions described in the promissory note, all or a portion of the outstanding amount of the promissory note that is eligible for conversion into shares of the Company’s common stock.The promissory note is due on April 1, 2015 and the interest is payable monthly. The promissory note, if prepaid, has a penalty of 135% prepayment obligation. Thetotal amount to be funded is $1,500,000, representing the principal amount of $1,660,000 less an original issuance discount of $150,000 and the payment of $10,000 tocover Tonaquint’s fees. The shares of common stock underlying the Secured Convertible Promissory Note and Warrant were to be registered by a registration statement pursuant to the terms and conditions of a registration rights agreement. The registration statement has been withdrawn with Tonaquint’s consent.Tonaquint's ability to fund the Company is evidenced by three Buyer Mortgage Notes, in the principal amount of $50,000, $150,000, and $400,000. The Buyer Mortgage Notes are secured by certain real property owned by Tonaquint located in Cook County, Illinois. Tonaquint’s obligation to fund the Company is further evidenced by a promissory note in the amount of $750,000.

Pursuant to the purchase agreement, the Company reserved 75,000,000 shares of common stock. The Company has agreed not to enter into any equity line of creditor financing arrangement or other transaction that involves issuing securities that are convertible into common stock (including without limitation selling convertible debt, warrants or convertible preferred stock), or otherwise issue common stock (a) with conversion, exercise or similar mechanics or reset provisions that vary according to the market price of the common stock without a floor at or higher than $0.01 or (b)at a fixed price which is lower than $0.01, without the prior written consent of Tonaquint. The Company agrees not to declare or make any dividend or other distributions of its assets.

The Company’s default status on that Freedom Boat note existed prior and during negotiations on the transaction with Tonaquint. The intent of the Tonaquint transaction was that the Company does not default on any notes in the future.

Beginning on March 30, 2013, and each month thereafter, the Company shall pay to Tonaquint principal payments of $69,167 plus the sum of any accrued and unpaid interest due on such date by converting such amount at a conversion price equals to the lower of the (i) conversion price in effect ($0.05 per share if no anti-dilution adjustment) (ii) 65% of the arithmetic average of the three lowest volume-weighted average prices of the stock price during the 20 consecutive trading day period immediately preceding the date of the payment date; provided, however, the Company may, at its option as described in the agreement, pay all or any part of such installment amount by redeeming such installment amount in cash or by any combination of a Company conversion and a Company redemption.