UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549





FORM 10-K





þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the Fiscal Year Ended June 30, 2010




OR




o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from N/A to N/A




Commission File Number:  000-53612




Bonanza Goldfield Corporation


(Name of small business issuer as specified in its charter)




Nevada

26-2723015State of Incorporation

IRS Employer Identification No.




736 East Braeburn Drive, Phoenix, AZ  85022


(Address of principal executive offices)





(602) 488-4958


(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)


Common Stock, $.0001 Par Value




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes   þ  No





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes   þ  No





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ   No o




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  o    No  þ





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o
Smaller Reporting company
þ





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act. Yes o   No þ




The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter was $2,190,000.





State the number of shares outstanding of each of the issuer’s classes of equity securities, as of the latest practicable date: As at November 4, 2010, there were 121,930,138 shares of Common Stock, $0.0001 par value per share issued and outstanding. Documents Incorporated By Reference -None













Bonanza Goldfield Corporation




FORM 10-K ANNUAL REPORT


FOR THE FISCAL YEARS ENDED JUNE 30, 2010 and 2009




TABLE OF CONTENTS





PART IITEM 1.

BUSINESS

1ITEM 1A.

RISK FACTORS

4ITEM 1B.

UNRESOLVED STAFF COMMENTS

9ITEM 2.

PROPERTIES

9ITEM 3.

LEGAL PROCEEDINGS

9ITEM 4.

REMOVED AND RESERVED

9PART IIITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

10ITEM 6.

SELECTED FINANCIAL DATA

12ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

12ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

20ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

21ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

42ITEM 9A.

CONTROLS AND PROCEDURES

42ITEM 9B.

OTHER INFORMATION

42PART IIIITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

39ITEM 11.

EXECUTIVE COMPENSATION

41ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

46ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

52ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

52PART IVITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

53SIGNATURES

54CERTIFICATIONSExhibit 31– Management certificationExhibit 32 – Sarbanes-Oxley Act





i




FORWARD-LOOKING STATEMENTS




This Annual Report contains certain forward-looking statements regarding management’s plans and objectives for future operations including plans and objectives relating to our planned marketing efforts and future economic performance. The forward-looking statements and associated risks set forth in this Annual Report include or relate to, among other things, (a)  our growth strategies, (b) anticipated trends in the mining industry, (c) our ability to obtain and retain sufficient capital for future operations, and (d) our anticipated needs for working capital. These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Business,” as well as in this Annual Report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Annual Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Annual Report will in fact occur.




The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on assumptions described herein. The assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized. In addition, as disclosed elsewhere in the “Risk Factors” section of this annual report, there are a number of other risks inherent in our business and operations which could cause our operating results to vary markedly and adversely from prior results or the results contemplated by the forward-looking statements. Management decisions, including budgeting, are subjective in many respects and periodic revisions must be made to reflect actual conditions and business developments, the impact of which may cause us to alter marketing, capital investment and other expenditures, which may also materially adversely affect our results of operations. In light of significant uncertainties inherent in the forward-looking information included in this annual report, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.




Some of the information in this annual report contains forward-looking statements that involve substantial risks and uncertainties. Any statement in this annual report that is not a statement of an historical fact constitutes a “forward-looking statement”. Further, when we use the words “may”, “expect”, “anticipate”, “plan”, “believe”, “seek”, “estimate”, “internal”, and similar words, we intend to identify statements and expressions that may be forward- looking statements. We believe it is important to communicate certain of our expectations to our investors. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions that could cause our future results to differ materially from those expressed in any forward-looking statements. Many factors are beyond our ability to control or predict. You are accordingly cautioned not to place undue reliance on such forward-looking statements. Important factors that may cause our actual results to differ from such forward-looking statements include, but are not limited to, the risk factors discussed herein.




ii


PART I




As used in this annual report, “we”, “us”, “our”, “Bonanza”, “Company” or “our company” refers to Bonanza Goldfield Corporation and all of its subsidiaries.




ITEM 1.  BUSINESS




Overview





Our exploration target is to find exploitable minerals on our property. Our success depends on achieving that target. There is the likelihood of our mineral claim containing little or no economic mineralization or reserves of gold and other minerals. There is the possibility that our claim does not contain any reserves and funds that we spend on exploration will be lost. Even if we complete our current exploration program and are successful in identifying a mineral deposit we will be required to expend substantial funds to bring our claim to production. We are unable to assure you we will be able to raise the additional funds necessary to implement any future exploration or extraction program even if mineralization is found.




Plan of Operation




BLM (Bureau of Land Management) Plan of Operations & PermittingEstimated time to obtain permits  30 daysPosting a reclamation bond

$
8,000Road improvement, construction & drill pads


5,000Supervision & labor


4,000Total

$
17,000Total estimated time 30-45 daysPhase 1  'B'  (optional)Backhoe trenching

$
9,000Sampling and assaying


6,000Trench reclamation


2,000Supervision & labor


5,000Total

$
22,000Total estimated time 15 daysThe purpose of the trenching is to better define or expand existing drill targets & possibly expand # of drill targets.
  1
  Phase 1  'C'Drilling a minimum of 20 two-hundred foot RC drill holes= 4000 feet @$20 ft. =

$
80,000Minimum estimated Mob/demob


6,000Additives & supplies


4,000Sample collecting & assaying


30,000Supervision & labor


10,000Total

$
130,000Total estimated time 30 days
  It must be understood that drilling companies, in managements’ estimation, are currently running about 90 days behind. The Company does not see this as a major problem as it may take about that amount of time to complete the above work, obtain permits, etc.


Phase 1  'D'Site reclamation of drill pads and roads

$
5,000Shipping samples to lab


1,000Field supplies not mentioned above


2,000Supervision & labor


5,000(the $8000 bond may be refunded if reclamationis completed properly)Total

$
13,000Total estimated time 10 daysPlease note the above is based on estimates only as the Company has not heard back from several companies we have contacted for prices.




2




Bonanza Goldfields is an exploration stage company engaged in the acquisition and exploration of gold mineral properties in North America.  It is our objective to identify mineral prospect properties of merit, conduct preliminary exploration work, and if results are positive, to “prove up” mineral resources ultimately providing a strategic supply line to mid-tier mining companies in a world were capital is fleeing to the safety of gold.  This business model is timely in a world of financial and currency instability with escalating mineral demand.




Our areas of exploration are in geopolitically stable North American areas, Nevada and Arizona in particular.  Our two exploration stage projects are located in Arizona and in include the BRB and Midas, both of which have near-surface gold mineralization defined by reconnaissance rock chip and trench sampling.




Off-Balance Sheet Arrangements




We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.




Limited Operating History; Need for Additional Capital




There is no historical financial information about us on which to base an evaluation of our performance. We are an exploration stage company and have not generated revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our property, and possible cost overruns due to increases in the cost of services.




To become profitable and competitive, we must conduct the exploration of our properties before we start into production of any minerals we may find. We are seeking funding from this offering to provide the capital required for our exploration program. We believe that the funds from this offering will allow us to operate for one year.




Revenues





As the Company is continuing exploration of its mineral properties, no significant revenues have been earned to date. The Company recognizes revenues at the time of delivery of the product.  Revenue includes sales value received for our principle product, gold, and associated by-product revenues from the sale of by-product metals consisting primarily of gold. Revenue is recognized when title to gold passes to the buyer and when collectibility is reasonably assured. The passing of title to the customer is based on terms of the sales contract. Product pricing is determined at the point revenue is recognized by reference to active and freely traded commodity markets for example, the London Bullion Market, an active and freely traded commodity market, for both gold and silver, in an identical form to the product sold.




Pursuant to guidance in Topic 605, "Revenue Recognition for Financial Statements", revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, no obligations remain and collectibility is probable. The passing of title to the customer is based on the terms of the sales contract. Product pricing is determined at the point revenue is recognized by reference to active and freely traded commodity markets, for example the London Bullion Market for both gold and silver, in an identical form to the product sold.




3




Employees





As of fiscal year end June 30, 2010 the Company had 1 employee.





WHERE YOU CAN FIND MORE INFORMATION





You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.





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, before investing in our common stock. 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.




The Report Of Our Independent Registered Public Accounting Firm Contains Explanatory Language That Substantial Doubt Exists About Our Ability To Continue As A Going Concern




The independent auditor’s report on our financial statements contains explanatory language that substantial doubt exists about our ability to continue as a going concern. The report states that we depend on the continued contributions of our executive officers to work effectively as a team, to execute our business strategy and to manage our business. The loss of key personnel, or their failure to work effectively, could have a material adverse effect on our business, financial condition, and results of operations. 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.




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




The probability of an individual prospect ever having reserves is extremely remote. In all probability the property does not contain any reserves. As such, any funds spent on exploration will probably be lost which will result in a loss of your investment.




4




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 in 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 $3,105,539 from inception to June 30, 2010. 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.




Because we will have to spend additional funds to determine if we have a reserve, if we can't raise the money we will have to cease operations and you could lose your investment.




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.




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. We will attempt to locate products, equipment and materials after this offering is complete. 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.




5




Because our officers and directors have other outside business activities and will only be devoting approximately five hours per week to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of exploration.




Because our officers and directors have other outside business activities and will only bedevoting five hours per week to our operations, our operations may be sporadic and occur at times which are convenient to our officer and director. As a result, exploration of the property may be periodically interrupted or suspended.




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.





II.  Risks Associated with Our Current Stage of Business





If a market for our common stock does not develop, shareholders may be unable to sell their shares and will incur losses as a result.




There is currently no market for our common stock and no certainty that a market will develop. We currently plan to apply for listing of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement, of which this prospectus forms a part. Our shares may never trade on the bulletin board. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.




Because We Are Quoted On The OTCBB 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 OTCBB. The OTCBB is often highly illiquid.  There is a greater chance of volatility for securities that trade on the OTCBB 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, 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.




6




Once publicly trading, 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.




7




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 thereunder, 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.




8




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 1B.  UNRESOLVED STAFF COMMENTS





Not applicable.





ITEM 2.  PROPERTIES.




As of fiscal year end June 30, 2010 the Company operates as a company headquartered in Phoenix, Arizona.  We operate our corporate headquarters out of our Treasurers office in Phoenix, Arizona.  The Company does not pay rent to our Treasurer for that office use.





ITEM 3.  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.





ITEM 4.  REMOVED AND RESERVED


9




PART II





ITEM 5.  MARKET FOR REGISTANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUERS PURCHASES OF EQUITY SECURITIES.





Bonanza common stock is traded in the over-the-counter market, and quoted in the National Association of Securities Dealers Inter-dealer Quotation System (“Electronic Bulletin Board) and can be accessed on the Internet at www.otcbb.com under the symbol “BONZ.OB.”  We commenced trading in April, 2009.





At June 30, 2010, there were 71,930,138 shares of common stock of Bonanza were issued and outstanding and there were approximately 35 shareholders of record of the Company’s common stock.





The following table sets forth for the periods indicated the high and low bid quotations for Bonanza’s common stock.  These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown or commission and may not represent actual transactions.





Periods

High


LowFiscal Year 2010First Quarter July – September 2009


.78



.38Second Quarter October – December 2009


.35



.049Third Quarter January – March 2010


.02



.064Fourth Quarter April – June 2010


.044



.0098Fiscal Year 2009First Quarter July – September 2008


.025



.025Second Quarter October – December 2008


.025



.025Third Quarter January – March 2009


.025



.025Fourth Quarter April – June 2009


.03



.03





On November 11, 2010, the closing bid price of our common stock was $.0059





Dividends





We may never pay any dividends to our shareholders. We did not declare any dividends for the year ended June 30, 2010. Our Board of Directors does not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the Board of Directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the Board of Directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.





Transfer Agent





Bonanza’s Transfer Agent and Registrar for the common stock is Transfer Online located in Portland, Oregon.






10




Recent sales of unregistered securities
 
 2009


During the year ended June 30, 2009, the Company issued 61,800,000 shares of its common stock in accordance with the forward split.





In June 30, 2009 the company revalued its stock options previously granted during the year ended June 18, 2008 in accordance to the Black Scholes model and recorded an additional compensation expense in the amount of $59,398.





2010





During the year ended June 30, 2010, the Company issued 1,897,878 shares of its common stock for the conversion of debt of $ 60,452 plus accrued interest.  Also, the company issued 11,932,260 common shares for interest expense of $495,567.  Further in the year ended June 30, 2010 Ms. Romy resigned as director and surrendered her 14,000,000 of common shares.





Forward Stock Splits




Share data in this report have been adjusted to reflect the following stock splits relating to the Company's common stock: February 13, 2009 the board of directors authorized a 7-for-1 forward split.  The Company declared the 7 for 1 forward split was distributed on March 9, 2009.  This forward split is reflected in the statement of shareholder’s equity for June 30, 2010 as an increase in common stock of 61,800,000.







11






ITEM 6.  SELECTED FINANCIAL DATA.
 
 The following information has been summarized from financial information included elsewhere and should be read in conjunction with such financial statements and notes thereto.
 
 Summary of Statements of Operations of BONZ
  Year Ended June 30, 2010 and 2009




Statement of Operations DataJune 30,


June 18,2010


2009Revenues

$
-


$
-Operating and Other Expenses


(717,819
)


(2,283,997
)Net Loss

$
(717,819
)

$
(2,283,997
)Balance Sheet Data:June 30,


June 18,2010


2009Current Assets

$
261


$
296Total Assets


261



99,296Current Liabilities


256,884



124,916Non Current Liabilities


-



37,222Total Liabilities


256,884



162,138Working Capital (Deficit)


(256,621
)


(124,620
)Shareholders'Equity (Deficit)

$
(256,621
)

$
(62,842
)


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OR PLAN OF OPERATION.





The following is management’s discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.





The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information contained elsewhere in this Form 10-K.




12





We believe our cash balance will be sufficient to cover the expenses we will incur during the next twelve months in a limited operations scenario or until we raise the funding from this offering.  If we experience a shortage of funds prior to funding we may utilize funds from our director, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company.  In order to achieve our business plan goals, we will need the funding from this offering.  We are an exploration stage company and have generated no revenue to date.





Our auditor has issued a going concern opinion.  This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated revenues and no revenues are anticipated until we begin removing and selling minerals.  There is no assurance we will ever reach that point.





Our exploration target is to find exploitable minerals on our property.  Our success depends on achieving that target.  There is the likelihood of our mineral claim containing little or no economic mineralization or reserves of gold and other minerals. There is the possibility that our claim does not contain any reserves and funds that we spend on exploration will be lost.  Even if we complete our current exploration program and are successful in identifying a mineral deposit we will be required to expend substantial funds to bring our claim to production.  We are unable to assure you we will be able to raise the additional funds necessary to implement any future exploration or extraction program even if mineralization is found.





Critical Accounting Policies




The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows:




Basis of Presentation




The Company has produced minimal revenue from its principal business and is an exploration stage company as defined by ASC Topic 26 “Accounting and Reporting by Exploration State Enterprises”.




Use of Estimates




The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.




Exploration Stage Enterprise




The Company's financial statements are prepared pursuant to the provisions of ASC Topic 26 “Accounting for Development Stage Enterprises,” 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. Until such interests are engaged in major commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the development stage. Mining companies subject to ASC Topic 26 are required to label their financial statements as an “Exploratory Stage Company,” pursuant to guidance provided by SEC Guide 7 for Mining Companies.




Revenue Recognition




As the Company is continuing exploration of its mineral properties, no significant revenues have been earned to date. The Company recognizes revenues at the time of delivery of the product.  Revenue includes sales value received for our principle product, gold, and associated by-product revenues from the sale of by-product metals consisting primarily of gold. Revenue is recognized when title to gold passes to the buyer and when collectibility is reasonably assured. The passing of title to the customer is based on terms of the sales contract. Product pricing is determined at the point revenue is recognized by reference to active and freely traded commodity markets for example, the London Bullion Market, an active and freely traded commodity market, for both gold and silver, in an identical form to the product sold.




13




Pursuant to guidance in Topic 605, "Revenue Recognition for Financial Statements", revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, no obligations remain and collectibility is probable. The passing of title to the customer is based on the terms of the sales contract. Product pricing is determined at the point revenue is recognized by reference to active and freely traded commodity markets, for example the London Bullion Market for both gold and silver, in an identical form to the product sold.




Cash and Cash Equivalents




The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At June 30, 2010, cash and cash equivalents include cash on hand and cash in the bank.




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 PeriodFurniture and Fixture

3 YearsOffice equipment

3 YearsLeasehold improvements

5 Years




The Company's corporate office is located in Phoenix, Arizona and the office is provided free of charge by our Treasurer.





Mine Exploration and Development Costs




All exploration costs are expensed as incurred. Mine development costs are capitalized after proven and probable reserves have been identified. Amortization is calculated using the units-of-production method over the expected life of the operation based on the estimated recoverable mineral ounces.




Mineral Properties




Significant payments related to the acquisition of mineral properties, mineral rights, and mineral leases are capitalized. If a commercially mineable ore body is discovered, such costs are amortized when production begins using the units-of-production method based on proven and probable reserves. If no commercially mineable ore body is discovered, or such rights are otherwise determined to have no value, such costs are expensed in the period in which it is determined the property has no future economic value.




14




Property Evaluations




Management of the Company will periodically review the net carrying value of its properties on a property-by-property basis. These reviews will consider the net realizable value of each property to determine whether a permanent impairment in value has occurred and the need for any asset write-down. An impairment loss will be recognized when the estimated future cash flows (undiscounted and without interest) expected to result from the use of an asset are less than the carrying amount of the asset. Measurement of an impairment loss will be based on the estimated fair value of the asset if the asset is expected to be held and used.




Although management will make its best estimate of the factors that affect net realizable value based on current conditions, it is reasonably possible that changes could occur in the near term which could adversely affect management's estimate of net cash flows expected to be generated from its assets, and necessitate asset impairment write-downs.




Reclamation and Remediation Costs (Asset Retirement Obligations)




The Company had no operating properties at June 30, 2010, 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 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.




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.




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 June 30, 2010, management has determined that there was impairment loss required of $99,000.




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.




15




Asset retirement obligations




The Company plans to recognize liabilities for statutory, contractual or legal obligations, including those associated with the reclamation of mineral and mining properties and any plant and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. Initially, a liability for an asset retirement obligation will be recognized at its fair value in the period in which it is incurred. Upon initial recognition of the liability, the corresponding asset retirement cost will be added to the carrying amount of the related asset and the cost will be amortized as an expense over the economic life of the asset using either the unit-of-production method or the straight-line method, as appropriate. Following the initial recognition of the asset retirement obligation, the carrying amount of the liability will be increased for the passage of time and adjusted for changes to the amount or timing of the underlying cash flows needed to settle the obligation.




The Company has posted reclamation bonds with the State of Arizona Reclamation Bond Pool for its properties as required by the United States Bureau of Land Management, to secure potential clean-up and land restoration costs if the projects were to be abandoned or closed. The Company has recorded the cost of these bonds as an asset in the accompanying balance sheets.




Impairment of Long-Lived Assets





In accordance with ASC Topic 365, 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. As of June 30, 2010, management has determined that there was impairment loss required of $99,000.




Income Taxes





Deferred income taxes are provided based on the provisions of ASC Topic 740, "Accounting for Income Taxes", 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 adopted the provisions of ASC Topic 740; "Accounting For Uncertainty In Income Taxes-An Interpretation Of ASC Topic 740 ("Topic 740").  Topic 740 contains a two-step approach to recognizing and measuring 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 June 30, 2010, the Company did not record any liabilities for uncertain tax positions.




16




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 until June 30, 2010




Share-Based Compensation





The Company applies Topic 718 “Share-Based Payments” (“Topic 718”) to share-based compensation, which requires the measurement of the cost of services received in exchange for an award of an equity instrument 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.





Basic and Diluted Net Loss Per Share





Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period.  The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding.  Diluted net loss per share for the Company is the same as basic net loss per share, as the inclusion of common stock equivalents would be antidilutive.  At June 30, 2010 the common stock equivalents consisted of 250,000 options and no common stock warrants.





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, income tax payable 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





In January 2010, the Financial Accounting Standards Board (“FASB”) issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance became effective for the Company with the reporting period beginning January 1, 2010, except for the disclosure on the roll forward activities for Level 3 fair value measurements, which will become effective for the Company in the reporting period beginning July 1, 2011. Other than requiring additional disclosures, adoption of this new guidance did not have a material impact on our consolidated financial statements.





On February 24, 2010, the FASB issued guidance in the “Subsequent Events” topic of the FASC to provide updates including: (1) requiring the company to evaluate subsequent events through the date in which the financial statements are issued; (2) amending the glossary of the “Subsequent Events” topic to include the definition of “SEC filer” and exclude the definition of “Public entity”; and (3) eliminating the requirement to disclose the date through which subsequent events have been evaluated. This guidance was prospectively effective upon issuance. The adoption of this guidance did not impact the Company’s consolidated results of operations of financial condition.




17





No other accounting standards or interpretations issued recently are expected to a have a material impact on the Company’s consolidated financial position, operations or cash flows.




Off-Balance Sheet Arrangements





We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors. Certain officers and directors of the Company have provided personal guarantees to our various lenders as required for the extension of credit to the Company.




Accounting policies subject to estimation and judgment





Management's Discussion and Analysis of Financial Condition and Results of Operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. When preparing our financial statements, we make estimates and judgments that affect the reported amounts on our balance sheets and income statements, and our related disclosure about contingent assets and liabilities. We continually evaluate our estimates, including those related to revenue, allowance for doubtful accounts, reserves for income taxes, and litigation. We base our estimates on historical experience and on various other assumptions, which we believe to be reasonable in order to form the basis for making judgments about the carrying values of assets and liabilities that are not readily ascertained from other sources. Actual results may deviate from these estimates if alternative assumptions or condition are used.




RESULTS OF OPERATIONS





Fiscal Year Ended June 30, 2010, Compared to Fiscal Year Ended June 18, 2009





We are an exploration stage company that is in the process of 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 the 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 year ended June 30, 2010, 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 the ability of our company to begin to mine our claim. The cost of mining is cost intensive so it is critical for us to raise appropriate capital to implement our business plan.  We  incurred losses of approximately $717,819.  Our losses since our inception through June 30, 2010 amount to $3,105,539.




18





Liquidity and Capital Resources





To date, we have has succeeded 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 could create substantial doubt regarding our ability to fully implement our business plan and could render us unable to expand our operations, successfully promote our brand, develop our products, respond to competitive pressures, 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





Other Considerations





There are numerous factors that affect the business and the results of its operations. Sources of these factors include general economic and business conditions, federal and state regulation of business activities, the level of demand for product services, the level and intensity of competition in the health drink industry, and the ability to develop new services based on new or evolving technology and the market's acceptance of those new services, the Company’s ability to timely and effectively manage periodic product transitions, the services, customer and geographic sales mix for any particular period, and our ability to continue to improve our infrastructure including personnel and systems to keep pace with the Company’s anticipated rapid growth.





Recent Developments





We have entered into a Promissory Note with Summit Technologies Corporation, Inc. (“Summit”)  as Summit has extended three demand notes as follows:




July 7, 2010

$
10,500

5% interest rateAugust 31, 2010

$
1,600

5% interest rateSeptember 28, 2010

$
4,200

5% interest rate





On September 28, 2010, we amended our Articles of Incorporation and changes its authorized shares to 200,000,000.





On August 7, 2010 we  purchased 160 acre placer mining claim from Global Mineral Resources Corporation.  The terms are as follows:




1.
Our company will transfer 41,700,000 restricted common shares valued at $100,080 or .0024 per share


2.
We   assumed a outstanding promissory note negotiated with Gold Explorations LLC of $107,000.  This promissory note will require a payment of $50,000 to be paid in cash upon capital funding of the Company, and $25,000 to be paid 90 days from that date and a final payment of $22,000 to be paid 90 days there after.  The maturity date of the note is June 29, 2015 and this is a non-interest bearing promissory note.





On September 16, 2010 the Company issued 8,300,000 common shares to Gold Exploration LLC towards the $10,000 payment on the promissory note for the Global Mineral Resources Corporation mining claim acquisition note held by Gold Exploration LLC.  This payment of common stock will reduce the outstanding balance with Gold Exploration LLC to $97,000 effective September 16, 2010.




19





Effective October 28, 2010, Chris Tomkinson resigned as Chief Executive Officer, President, and Secretary.  Mr. Tomkinson had no disagreement with the Company on any matter related to Bonanza Goldfields Corp.'s operations, policies or practices and is remaining with Bonanza Goldfields Corp as a member of the Board of Directors and its Chief Financial Officer.





Effective October 28, 2010, David Janney was appointed as a member of the Board of Directors of the Bonanza Goldfields Corp. Effective October 28, 2010, David Janney was been hired to serve as our President, Secretary, and Chief Executive Officer.





ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





We do not hold any derivative instruments and do not engage in any hedging activities


20


ITEM 8.  FINANCIAL STATEMENTS





BONANZA GOLDFIELD CORPORATION


(An Exploration Stage Company)





TABLE OF CONTENTS







PageReport of Independent Registered Public Accounting Firm
22Balance Sheet
23Statements of Operations
24Statements of Stockholders’ Deficit
25Statements of Cash Flows
26NOTES TO FINANCIAL STATEMENTS
27




21
















To the Board of Directors and Stockholders


of Bonanza Goldfield Corporation


(An Exploration Stage Company)


Phoenix, Arizona





We have audited the accompanying balance sheets of Bonanza Goldfield Corporation (an exploration stage company) as of June 30, 2010 and June 18, 2009, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended and for the period from March 6, 2008, (date of inception) to June 30, 2010.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bonanza Goldfield Corporation as of June 30, 2010 and June 18, 2009, and the results of their operations and their cash flows for the years then ended and for the period from March 6, 2008, (date of inception) to June 30, 2010, in conformity with accounting principles generally accepted in the United States of America.





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has suffered recurring losses and has an accumulated deficit at June 30, 2010.  These factors raise substantial doubt about its ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.








/s/ Tarvaran Askelson & Company, LLP





Laguna Niguel, California


November 10, 2010





22








BONANZA GOLDFIELDS CORPORATION
 (An Exploration Stage Company)
 
 BALANCE SHEETS
 June 30,


June 18,2010


2009ASSETS:CURRENT ASSETSCash

$
261


$
296Total current assets


261



296PROPERTY AND EQUIPMENT, net


-



-Mining claim


-



99,000TOTAL ASSETS

$
261


$
99,296LIABILITIES AND STOCKHOLDERS' EQUITY:CURRENT LIABILITIES:Accounts payable

$
30,882


$
11,359Accrued interest


5,303



2,557Note payable


220,699



80,000Convertible debenture


-



31,000Total current liabilities


256,884



124,916Note payable


-



37,222TOTAL LIABILITIES


256,884



162,138STOCKHOLDERS' DEFICIT:Common stock, $.0001 par value, 100,000,000 shares authorized;71,930,138 and 72,100,000 issued and outstanding as ofJune 30, 2010 and 2009, respectively


7,193



7,210Additional paid-in capital


2,841,725



2,317,668Accumulated deficit


(3,105,539
)


(2,387,720
)Total stockholders' deficit


(256,621
)


(62,842
)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$
261


$
99,296
 The accompanying notes are an integral part of these financial statements.
 23
 
 BONANZA GOLDFIELDS CORPORATION(An Exploration Stage Company)STATEMENT OF OPERATIONSFOR THE YEARS ENDED JUNE 30, 2010 AND JUNE 18, 2009AND FOR THE PERIOD FROM MARCH 6, 2008 (INCEPTION) THROUGH JUNE 30, 2010
 
 For the Periodfrom March 6, 2008(inception) through2010


2009


June 30, 2010Revenue

$
-


$
-


$
-Total


-



-



-OPERATING EXPENSES:General and administrative


62,943



164,576



330,884Total operating expenses


62,943



164,576



330,884OTHER (INCOME) AND EXPENSES:Impairment of assets


99,000



-



99,000Exploration expense


76,256



-



76,256Interest expense


479,621



2,119,421



2,599,400Total other expense


654,877



2,119,421



2,774,656NET LOSS

$
717,819


$
2,283,997


$
3,105,539NET LOSS PER SHARE:Basic

$
0.01


$
0.03Diluted

$
0.01


$
0.03Basic


65,367,325



72,100,000Diluted


65,617,325



72,350,000
 The accompanying notes are an integral part of these financial statements.
 24
 
 BONANZA GOLDFIELDS CORPORATION
 (An Exploration Stage Company) 
 STATEMENT OF STOCKHOLDER' DEFICIT
 FOR THE YEAR ENDED JUNE 30, 2010 AND FOR THE PERIOD FROM MARCH 6, 2008 (INCEPTION) THROUGH JUNE 30, 2010
 AdditionalCommon Stock





Paid-in


AccumulatedShares


Amount


Capital


Deficit


TotalBALANCE AT MARCH 6, 2008


-


$
-


$
-


$
-


$
-Common stock issued for compensation


6,997,900



700



69,279



-



69,979Common stock issued for cash


3,302,100



330



84,670



-



85,000Options issued


-



-



2,500







2,500Net loss


-



-



-



(103,723
)


(103,723
)BALANCE AT JUNE 18, 2008


10,300,000


$
1,030


$
156,449


$
(103,723
)

$
53,756Forward split


61,800,000



6,180



(6,180
)






-Beneficial conversion feature










2,108,000







2,108,000Option valuation










59,399







59,399Net loss














(2,283,997
)


(2,283,997
)BALANCE AT JUNE 18, 2009


72,100,000


$
7,210


$
2,317,668


$
(2,387,720
)

$
(62,841
)Common stock issued for interest expense


11,932,260



1,193



495,567







496,760Common stock issued for debt conversion


1,897,878



190



60,262







60,452Common stock cancelled


(14,000,000
)


(1,400
)


1,400







-Beneficial conversion feature










(33,172
)






(33,172
)Net loss














(717,819
)


(717,819
)BALANCE AT JUNE 30, 2010


71,930,138


$
7,193


$
2,841,725


$
(3,105,539
)

$
(256,621
)
 The accompanying notes are an integral part of these financial statements.
 25
 
 
 
 BONANZA GOLDFIELDS CORPORATION(An Exploration Stage Company)STATEMENT OF CASHFLOWSFOR THE YEARS ENDED JUNE 30, 2010 AND JUNE 18, 2009AND FOR THE PERIOD FROM MARCH 6, 2008 (INCEPTION) THROUGH JUNE 30, 2010 
 For the Periodfrom March 6, 2008(inception) through2010


2009


June 30, 2010CASH FLOWS FROM OPERATING ACTIVITIES:Net Loss

$
(717,819
)

$
(2,283,997
)

$
(3,105,539
)Adjustments to reconcile net loss to net cash(used in) operating activities:Impairment of assets


99,000



-



99,000Options issued


-



-



2,500Common stock issued for compensation


-



-



69,979Beneficial conversion feature


(33,172
)


2,108,000



2,074,827Option valuation


-



59,399



59,399Changes in assets and liabilities:










-Accounts payable


19,523



(3,141
)


30,882Accrued expenses


2,746



2,199



4,945Notes payable


(19,524
)


(18,778
)


(9,944
)Net cash used by operating activities


(649,246
)


(136,318
)


(773,951
)CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of Intangible Asset


-



-



(99,000
)Net cash used in investing activities


-



-



(99,000
)CASH FLOWS FROM FINANCING ACTIVITIES:Repayment of notes payable


(57,500
)


-



(57,500
)Proceeds from notes payable


149,500



52,000



257,500Conversion of notes payables


60,452



-



60,452Stock issued for interest expesnes on debt


496,760







496,760Proceeds from convertible debentures


-



31,000



31,000Proceeds from the issuance of common stock


-



-



85,000Net cash provided by financing activities


649,212



83,000



873,212INCREASE IN CASH


(34
)


(53,318
)


261CASH, BEGINNING OF YEAR


296



53,614



-CASH, END OF YEAR

$
261


$
296


$
261SUPPLEMENTAL CASH FLOW INFORMATION:Interest paid

$
479,621


$
2,119,421Taxes paid

$
-


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


26





BONANZA GOLDFIELD CORPORATION


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS





NOTE 1 - DESCRIPTION OF BUSINESS





Bonanza Goldfields Corp. (the “Company”) was incorporated under the laws of the State of Nevada on March 6, 2008 ("Inception Date") On August 3, 2009 the Company elected to change its year end to June 30th from June 18th.  The Company is in the process of 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 the Company's interest in the underlying properties and/or claims, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property and/or claim agreements and to complete the development of the properties and/or claims, and upon future profitable production or proceeds for the sale thereof. The Company's corporate office is located in Phoenix, Arizona.  For more information on the Company, please go to www.bonanzagoldfields.com.





NOTE 2 - GOING CONCERN ISSUES




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 period end losses from operations in June 30, 2010.  The Company has net losses for the period from inception (March 6, 2008) to June 30, 2010 of $3,105,539.  Further, the Company has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors and the support of certain stockholders.




These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.  In this regard, Management is planning to raise any necessary additional funds through loans and additional sales of its common stock. There is no assurance that the Company will be successful in raising additional capital.




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




NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America.  Significant accounting policies are as follows:




Basis of Presentation





The Company has produced minimal revenue from its principal business and is an exploration stage company as defined by the Statement of Financial Accounting Standards Topic 26 “Accounting and Reporting by Exploration State Enterprises”.




27





Use of Estimates




The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“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.





These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period.  Management evaluates these estimates and assumptions on a regular basis.  Actual results could differ from those estimates.





Exploration Stage Enterprise





The Company's financial statements are prepared pursuant to the provisions of Topic 26, “Accounting for Development Stage Enterprises,” 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. Until such interests are engaged in major commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the development stage. Mining companies subject to Topic 26 are required to label their financial statements as an “Exploratory Stage Company,” pursuant to guidance provided by SEC Guide 7 for Mining Companies.





Revenue Recognition




As the Company is continuing exploration of its mineral properties, no significant revenues have been earned to date. The Company recognizes revenues at the time of delivery of the product to the customers




Revenue includes sales value received for our principle product, silver, and associated by-product revenues from the sale of by-product metals consisting primarily of gold and copper. Revenue is recognized when title to silver and gold passes to the buyer and when collectibility is reasonably assured. The passing of title to the customer is based on terms of the sales contract. Product pricing is determined at the point revenue is recognized by reference to active and freely traded commodity markets for example, the London Bullion Market, an active and freely traded commodity market, for both gold and silver, in an identical form to the product sold.




Pursuant to guidance in Topic 605, "Revenue Recognition for Financial Statements", revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, no obligations remain and collectibility is probable. The passing of title to the customer is based on the terms of the sales contract. Product pricing is determined at the point revenue is recognized by reference to active and freely traded commodity markets, for example the London Bullion Market for both gold and silver, in an identical form to the product sold.





Cash and Cash Equivalents





The Company considers all highly liquid investments with an original maturity of year ended or less to be cash equivalents.  Cash equivalents include cash on hand and cash in the bank.




28





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 PeriodFurniture and Fixture

3 YearsOffice equipment

3 YearsLeasehold improvements

5 Years





Mine Exploration and Development Costs





All exploration costs are expensed as incurred. Mine development costs are capitalized after proven and probable reserves have been identified.  Amortization is calculated using the units-of-production method over the expected life of the operation based on the estimated recoverable mineral ounces.





Mineral Properties





Significant payments related to the acquisition of mineral properties, mineral rights, and mineral leases are capitalized.  If a commercially mineable ore body is discovered, such costs are amortized when production begins using the units-of-production method based on proven and probable reserves. If no commercially mineable ore body is discovered, or such rights are otherwise determined to have no value, such costs are expensed in the period in which it is determined the property has no future economic value.





Property Evaluations





Management of the Company will periodically review the net carrying value of its properties on a property-by-property basis. These reviews will consider the net realizable value of each property to determine whether a permanent impairment in value has occurred and the need for any asset write-down. An impairment loss will be recognized when the estimated future cash flows (undiscounted and without interest) expected to result from the use of an asset are less than the carrying amount of the asset.  Measurement of an impairment loss will be based on the estimated fair value of the asset if the asset is expected to be held and used.





Although management will make its best estimate of the factors that affect net realizable value based on current conditions, it is reasonably possible that changes could occur in the near term which could adversely affect management's estimate of net cash flows expected to be generated from its assets, and necessitate asset impairment write-downs.




29





Reclamation and Remediation Costs (Asset Retirement Obligations)





The Company had no operating properties at June 30, 2010, 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 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.





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.





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 June 30, 2010, management has determined that it would impair the mining claim located in Phoenix, Arizona to zero.





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.  The company impaired is mining claim and recorded an impairment of $99,000.





Asset retirement obligations





The Company plans to recognize liabilities for statutory, contractual or legal obligations, including those associated with the reclamation of mineral and mining properties and any plant and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. Initially, a liability for an asset retirement obligation will be recognized at its fair value in the period in which it is incurred. Upon initial recognition of the liability, the corresponding asset retirement cost will be added to the carrying amount of the related asset and the cost will be amortized as an expense over the economic life of the asset using either the unit-of-production method or the straight-line method, as appropriate. Following the initial recognition of the asset retirement obligation, the carrying amount of the liability will be increased for the passage of time and adjusted for changes to the amount or timing of the underlying cash flows needed to settle the obligation.




30





The Company has posted reclamation bonds with the State of Arizona Reclamation Bond Pool for its properties as required by the United States Bureau of Land Management, to secure potential clean-up and land restoration costs if the projects were to be abandoned or closed. The Company has recorded the cost of these bonds as an asset in the accompanying balance sheets.





Impairment of Long-Lived Assets





In accordance with ASC Topic 360, 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. The company impaired is mining claim and recorded an impairment of $99,000.





Income Taxes





Deferred income taxes are provided based on the provisions of ASC Topic 740, "Accounting for Income Taxes", 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 adopted the provisions of ASC Topic 740; "Accounting For Uncertainty In Income Taxes-An Interpretation Of ASC Topic 740 ("Topic 740").  Topic 740 contains a two-step approach to recognizing and measuring 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 June 30, 2010, 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 Company applies Topic 718 “Share-Based Payments” (“Topic 718”) to share-based compensation, which requires the measurement of the cost of services received in exchange for an award of an equity instrument 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.




31





Basic and Diluted Net Loss Per Share





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





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, income tax payable 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





Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below.





In January 2010, the Financial Accounting Standards Board (“FASB”) issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance became effective for the Company with the reporting period beginning January 1, 2010, except for the disclosure on the roll forward activities for Level 3 fair value measurements, which will become effective for the Company in the reporting period beginning July 1, 2011. Other than requiring additional disclosures, adoption of this new guidance did not have a material impact on our consolidated financial statements.





On February 24, 2010, the FASB issued guidance in the “Subsequent Events” topic of the FASC to provide updates including: (1) requiring the company to evaluate subsequent events through the date in which the financial statements are issued; (2) amending the glossary of the “Subsequent Events” topic to include the definition of “SEC filer” and exclude the definition of “Public entity”; and (3) eliminating the requirement to disclose the date through which subsequent events have been evaluated. This guidance was prospectively effective upon issuance. The adoption of this guidance did not impact the Company’s consolidated results of operations of financial condition.




32





No other accounting standards or interpretations issued recently are expected to a have a material impact on the Company’s consolidated financial position, operations or cash flows.





NOTE 4 - NET LOSS PER SHARE





The net loss per common share is calculated by dividing the loss by the weighted average number of shares outstanding during the periods.




The following table represents the computation of basic and diluted losses per share at June 30, 2010 and June 18, 2009:
  June 30,


June 18,2010


2009Losses available for common shareholders


717,819



2,283,997Weighted average common shares outstanding


(65,367,325
)


(72,100,000
)Basic loss per share


.01



.03Fully diluted loss per share


.01



.03Net loss per share is based upon the weighted average shares of common stock outstanding




NOTE 5 - EQUITY,





On March 6, 2008 the Company authorized 100,000,000 shares of common stock, at $.0001 par value and 71,930,138 are issued and outstanding as of June 30, 2010.





FORWARD SPLIT




On March 9, 2009 the Company authorized a 7 for 1 forward split of its 10,300,000 issued and outstanding at March 8, 2009.  After the 7 for 1 forward split the Company has 72,100,000 issued and outstanding on June 30, 2010.




33





NOTE 6 – NOTE PAYABLE





The Company had the following notes payable outstanding  as of June 30, 2010 and June 18, 2009:  June 30, 2010


June 18, 2009Notes Payable with Gold Exploration LLC

$
52,698


$
73,577Dated - June 1, 2008Notes payable with Taylor Invest & Finance


-



15,426Dated - October 22, 2008Convertible Notes payable with Venture Capital International - Dated - January 26, 2009


-



16,279Notes payable with Taylor Invest & Finance


-



16,267Dated - February 17, 2009Notes payable with Venture Capital International


12,732



12,132Dated – March 30, 2009Notes payable with Venture Capital International


17,948



17,098Dated - May 7, 2009Notes payable with Advantage Systems Enterprises LimitedDated – July 3, 2009


17,850



-Notes payable with Advantage Systems Enterprises LimitedDated – August 7, 2009


10,448



-Notes payable with Advantage Systems Enterprises LimitedDated – August 31, 2009


-



-Notes payable with Venture Capital InternationalDated – October 15, 2009


10,353



-Notes payable with Advantage Systems Enterprises LimitedDated – November 9, 2009


25,822



-Notes payable with Venture Capital InternationalDated – October 27,2009


7,236



-Notes payable with Venture Capital InternationalDated – November 23, 2009


5,150



-Pop Holdings, Inc.Dated – March 15, 2010


38,479Strategic Relations Consulting, Inc.Dated – March 15, 2010


15,189Summit Technology Corporation, Inc.Dated May 3, 2010


12,095Total Notes and convertible debentures payable

$
226,000


$
150,779less:  Current Portion


(226,000
)


(113,557
)Long Term Portion

$
-


$
37,222




34




The Company entered into a purchase agreement to purchase mining claims with Gold Exploration LLC in the amount of $99,000 on June 1, 2008. The Company paid $15,000 and agreed to a note payable in the amount of $84,000 for the remaining balance. The note has an interest rate of 12% per annum. Consistent with the provisions of the agreements an amount of $7,000 is paid each 90 days until the full principle balance plus accrued interest is paid off. As of June 30, 2010 and June 18, 2009 the Company had a balance due to Gold Exploration LLC in the amount of $52,698 and $73,557, respectively.  This Note is presently in default.





The Company entered into a convertible debenture with Taylor Invest & Finance S.A. on October 22, 2008 in the amount of $15,000. This convertible debenture is due on October 22, 2009. The note has an interest rate of 4.45% per annum. On May 2, 2010 the Company converted the principle and interest balance to 799,300 of common stock which reduced the debt of $15,986 and the remaining was expensed to interest expense of $7,993.  As of June 30, 2010 and June 18, 2009 the Company had a balance due to Taylor Invest & Finance S.A. related to this debenture in the amount of $0 and $15,426, respectively.





The Company entered into a convertible debenture with Venture Capital International on January 26, 2009 in the amount of $16,000. This convertible debenture is due on January 26, 2010. The note has an interest rate of 4.45% per annum. The holder of the convertible debenture may at the holders option convert, in whole or in part at any time and from time to time, to the Company’s common stock at a price in effect on any conversion date shall equal to $.01.  On December 22, 2009 the holder of the debenture converted in two separate $4,000 principle conversions with a total of $8,000 of the principle balance with each $4,000 conversion 2,800,000 common shares were issued with the total shares issued of 5,600,000 common shares.  On December 22, 2009 the companies stock was trading at $.055 therefore the total amount of the conversion was $308,000 where $8,000 reduced the convertible debenture and the remaining $300,000 was expensed to interest expense.  On January 6, 2010, the holder of the debenture converted $400 of the principle balance of the debenture for 280,000 shares of Company common stock on that date the stock was trading at $.034 where $400 will reduce the principle balance of the debenture and $9,120 will charged to interest expense.   On January 22, 2010 the holder of the debenture converted $4,350 to 3,000,000 shares of Company common stock on that date the stock was trading at $.035 where $4,350 will reduce the principle balance of the debenture and $100,650 will be expenses to interest expense.  On February 23, 2010 the holder of the debenture converted $3,946 to 2,762,338 shares of Company common stock on that date the stock was trading at $.025 where $3,946 reduces the principle balance of the debenture and $65,112 was expensed to interest expense.  As of June 30, 2010 and June 18, 2009 the Company had a balance due to Venture Capital International related to this debenture in the amount of $0.00 and $16,279, respectively.




The Company entered into a demand promissory note with Taylor Invest & Finance S.A on February 17, 2009 in the amount of $16,000.  The Company makes no payments until demanded by the holder.  The note has an interest rate of 5%.  On May 2, 2010 the Company converted the principle and interest balance to 846,900 of common stock which reduced the debt of $16,938 and the remaining was expensed to interest expense of $8,469.  As of June 30, 2010 and June 18, 2009 the Company had a balance due to Taylor Invest & Finance S.A related to this promissory note in the amount of $0 and $16,267, respectively.




35





The Company entered into a demand promissory note with Venture Capital International, Inc. on March 30, 2009 in the amount of $12,000.  The Company makes no payments until demanded by the holder.  The note has an interest rate of 5%.  As of June 30, 2010 and June 18, 2009 the Company had a balance due to Venture Capital International, Inc related to this promissory note in the amount of $12,732 and $12,132 respectively.





The Company entered into a demand promissory note with Venture Capital International, Inc. on May 7, 2009 in the amount of $17,000.  The Company makes no payments until demanded by the holder.  The note has an interest rate of 5%.  As of June 30, 2010 and June 18, 2009 the Company had a balance due to Venture Capital International, Inc. related to this promissory note in the amount of $17,948 and 17,098 respectively.





The Company entered into a demand promissory note with Advantage Systems Enterprise Limited on July 3, 2009 in the amount of $17,000.  The Company makes no payments until demanded by the holder.  The note has an interest rate of 5%.    The note is callable by the holder and has an interest rate of 5%.  As of June 30, 2010 and June 18, 2009, the Company had a balance due to Advantage Systems Enterprise Limited related to this promissory note in the amount of $17,850 and $0.00, respectively.




The Company entered into a demand promissory note with Advantage Systems Enterprises Limited on August 7, 2009 in the amount of $10,000.  The Company makes no payments until demanded by the holder.  The note has an interest rate of 5%.    The note is callable by the holder and has an interest rate of 5%.  As of June 30, 2010 and June 18, 2009, the Company had a balance due to Advantage Systems Enterprise Limited, Inc. related to this promissory note in the amount of $10,448 and $0.00, respectively.


.


The Company entered into a demand promissory note with Taylor Invest & Finance S.A. on September 1, 2009 in the amount of $10,500.  The Company makes no payments until demanded by the holder.  The note has an interest rate of 5%.  The note is callable by the holder and has an interest rate of 5%.  On May 2, 2010 the Company converted the principle and interest balance to 541,600 of common stock which reduced the debt of $10,832 and the remaining was expensed to interest expense of $5,416. As of June 30, 2010 and June 18, 2009, the Company had a balance due to with Taylor Invest & Finance S.A. related to this promissory note in the amount of $0.00 and $0.00, respectively.





The Company entered into a demand promissory note with Venture Capital International on October 15, 2009 in the amount of $10,000.  The Company makes no payments until demanded by the holder.  The note has an interest rate of 5%.  The note is callable by the holder and has an interest rate of 5%.  As of June 30, 2010 and June 18, 2009, the Company had a balance due to with Venture Capital International related to this promissory note in the amount of $10,353 and $0.00, respectively.





The Company entered into a demand promissory note with Advantage Systems Enterprise Limited on November 9, 2009 in the amount of $25,000.  The Company makes no payments until demanded by the holder.  The note has an interest rate of 5%.    The note is callable by the holder and has an interest rate of 5%.  As of June 30, 2010 and June 18, 2009, the Company had a balance due to Advantage Systems Enterprise Limited related to this promissory note in the amount of $25,822 and $0.00, respectively.





The Company entered into a demand promissory note with Venture Capital International on October 27, 2009 in the amount of $7,000.  The Company makes no payments until demanded by the holder.  The note has an interest rate of 5%.  The note is callable by the holder and has an interest rate of 5%.  As of June 30, 2010 and June 18, 2009, the Company had a balance due to with Venture Capital International related to this promissory note in the amount of $7,236 and $0.00, respectively.




36





The Company entered into a demand promissory note with Venture Capital International on November 23, 2009 in the amount of $5,000.  The Company makes no payments until demanded by the holder.  The note has an interest rate of 5%.  The note is callable by the holder and has an interest rate of 5%.  As of June 30, 2010 and June 18, 2009, the Company had a balance due to with Venture Capital International related to this promissory note in the amount of $5,150 and $0.00, respectively..





The Company entered into a demand promissory note with Pop Holdings, Inc. on March 15, 2010 in the amount of $38,000.  The Company makes no payments until demanded by the holder.  The note has an interest rate of 5%.  The note is callable by the holder and has an interest rate of 5%.  As of June 30, 2010 and June 18, 2009, the Company had a balance due to with Pop Holdings, Inc. related to this promissory note in the amount of $38,479 and $0.00, respectively.





The Company entered into a demand promissory note with Strategic Relations Consulting, Inc. on March 15, 2010 in the amount of $15,000.  The Company makes no payments until demanded by the holder.  The note has an interest rate of 5%.  The note is callable by the holder and has an interest rate of 5%.  As of June 30, 2010 and June 18, 2009, the Company had a balance due to with Strategic Relations Consulting, Inc. related to this promissory note in the amount of $15,189 and $0.00, respectively..





The Company entered into a demand promissory note with Summit Technologies Corporation, Inc. on May 3, 2010 in the amount of $12,000.  The Company makes no payments until demanded by the holder.  The note has an interest rate of 5%.  The note is callable by the holder and has an interest rate of 5%.  As of June 30, 2010 and June 18, 2009, the Company had a balance due to with Strategic Relations Consulting, Inc. related to this promissory note in the amount of $12,095 and $0.00, respectively.




NOTE 7 - STOCK BASED COMPENSATION





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





The Company accounts for stock-based compensation awards in accordance with the provisions of ASC Topic 718, Share-Based Payment, which addresses the accounting for employee stock options.   ASC Topic 718 requires that the cost of all employee stock options, as well as other equity-based compensation arrangements, be reflected in the financial statements over the vesting period based on the estimated fair value of the awards.  The Company adopted ASC Topic 718 as of September 16, 2008.  Prior to the adoption date, there were no stock options or other equity-based compensation awards outstanding.




37





A summary of stock option activity for the year ended June 30, 2010 and June 18, 2009 is presented below:





Outstanding OptionsShares

Available for

Grant


Number of

Shares


Weighted

Average

Exercise Price


Weighted Average

Remaining

Contractual Life

(years)


Aggregate

Intrinsic ValueJune 18 2009


750,000



250,000



.50



.15



-Grants


0



0



-



-



-Cancellations


0



(0
)


0.



0



-June 30, 2010


750,000



250,000



.50



.1



-Options exercisable at:June 18, 2009






250,000



.50



1



-June 30, 2010






250,000



.50



1



42,500-





The aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e., the difference between our closing stock price on June 30, 2010 and the exercise price, times the number of shares) that would have been received by the option holders had all option holders exercised their options on June 30, 2010. There have not been any options exercised during the years ended June 30, 2010 and June 18, 2009.





A summary of the changes in the Company's nonvested options during the year ended June 30, 2010 is as follows:





Nonvested Shares

Shares


Weighted Average

GrantDate

Fair ValueNonvested at June 18, 2009


250,000


$
0.Granted


0



0.0Vested


(250,000)



0.0Forfeited


(0)



0.0Nonvested at June 30, 2010


0


$
0.0





All outstanding stock-based compensation awards that the Company granted in 2009 and 2008 were granted at the per share fair market value on the grant date. Vesting of options differs based on the terms of each option. The Company utilized the Black-Scholes option pricing model and the assumptions used for each period are as follows:





Year endedJune 30,


June 18,Black Scholes Pricing Model Assumptions

2010


2009Weighted average risk free interest rate


3.75
%


3.75
%Weighted average life (in years)


1



2Volatility


53.73
%


–0.00
%Expected dividend yield


0
%


0
%Weighted average grant-date fair value per share of options granted


.50



.50





38





During the year ended June 30, 2010, total unrecognized compensation cost related to unvested stock options was $0.  The options outstanding expired effective June 18, 2009 as the two years from the year of issue.





NOTE 8 - INCOME TAXES





The Company adopted ASC Topic 740 which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.





For income tax reporting purposes, the Company’s aggregate unused net operating losses approximate $3,105,539 which expire in various years through 2028, subject to limitations of Section 382 of the Internal Revenue Code, as amended. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon the earning history of the Company, it is more likely than not that the benefits will not be realized.




Under the Tax Reform Act of 1986, the benefits from net operating losses carried forward may be impaired or limited on certain circumstances. Events which may cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. The impact of any limitations that may be imposed for future issuances of equity securities, including issuances with respect to acquisitions have not been determined.





The provision (benefit) for income taxes from continued operations for the year ended June 30, 2010 and June 18, 2009 consist of the following:





June 30,

2010


June 18,

2009Current:Federal

$


$StateDeferred:Federal

$
222,093


$
706,669State


64,604



205,560286,697



912,229Valuation allowance


(286,697
)


(912,229
)(Benefit) provision for income taxes, net

$
-


$
-




39





The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:





June 30,

2010


June 18,

2009Statutory federal income tax rate


34.0
%


34.0
%State income taxes and other


9.0
%


9.0
%Valuation allowance


(40
%)


(40
%)Effective tax rate


-



-




Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:


June 30,

2010


June 18,

2009Net operating loss carryforward


286,697



912,229Valuation allowance


(286,697
)


(912,229
)Deferred income tax asset

$
-



-




NOTE 9 – COMMITMENT AND CONTINGENCIES





The Company entered into a purchase agreement to purchase mining claims with Gold Exploration LLC in the amount of $99,000 on June 1, 2008. The agreement requires the company to make royalty payments equal to 2% of the Net Smelter Returns (NSR) per year. The Company had no Smelter Returns (NSR) for the year ended June 30, 2010 and no royalties were paid.  The agreement does not have any commitment dates of when production is to begin.





The Company presently uses the Treasurer’s office as the company’s office.  The Company does not pay any rent to the Treasurer and there are no rental agreements or accrued rent.





NOTE 10 – SUBEQUENT EVENTS





We have entered into a Promissory Note with Summit Technologies Corporation, Inc. (“Summit”) were as Summit has extended three demand notes as follows:




July 5, 2010

$
10,500

5% interest rateAugust 30, 2010

$
1,600

5% interest rateSeptember 28, 2010

$
4,200

5% interest rate





40




On September 28, 2010 the Company amended its Articles of Incorporation and changes its authorized shares to 200,000,000.





On August 7, 2010 the Company purchased 160 acre placer mining claim from Global Mineral Resources Corporation.  The terms are as follows:




1.
The company will transfer 41,700,000 restricted common shares valued at $100,080 at .0024


2.
The Company will assume the outstanding promissory note negotiated with Gold Explorations LLC of $107,000.  This promissory note will require a payment of $50,000 to be paid in cash upon capital funding of the Company, and $25,000 to be paid 90 days from that date and a final payment of $22,000 to be paid 90 days there after.  The maturity date of the note is June 29, 2015 and this is a non-interest bearing promissory note.





On September 16, 2010 the Company issued 8,300,000 common shares to Gold Exploration LLC towards the $10,000 payment on the promissory note for the Global Mineral Resources Corporation mining claim acquisition note held by Gold Exploration LLC.  This payment of common stock will reduce the outstanding balance with Gold Exploration LLC to $97,000 effective September 16, 2010.





Effective October 28, 2010, Chris Tomkinson resigned as Chief Executive Officer, President, and Secretary.  Mr. Tomkinson had no disagreement with the Company on any matter related to Bonanza Goldfields Corp.'s operations, policies or practices and is remaining with Bonanza Goldfields Corp as a member of the Board of Directors and its Chief Financial Officer.





Effective October 28, 2010, David Janney was appointed as a member of the Board of Directors of the Bonanza Goldfields Corp. Effective October 28, 2010, David Janney was been hired to serve as our President, Secretary, and Chief Executive Officer.





*  *  *  *  *  *


41




ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.




We have no changes or disagreements with our auditors.




ITEM 9A.  CONTROLS AND PROCEDURES





Our management team, under the supervision and with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the last day of the fiscal period covered by this report, June 30, 2010. The term disclosure controls and procedures means our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2010.





Management’s Annual Report on Internal Control over Financial Reporting





Our principal executive officer and our principal financial officer, are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Management is required to base its assessment of the effectiveness of our internal control over financial reporting on a suitable, recognized control framework, such as the framework developed by the Committee of Sponsoring Organizations (COSO). The COSO framework, published in Internal Control-Integrated Framework, is known as the COSO Report. Our principal executive officer and our principal financial officer, have has chosen the COSO framework on which to base its assessment. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of June 30, 2010.





There were no changes in our internal control over financial reporting that occurred during the last quarter of our fiscal 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





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 of the 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 these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.





Changes in Internal Control Over Financial Reporting





During the fiscal year ended June 30, 2010, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




ITEM 9B.  OTHER INFORMATION





None.


42




PART III





ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.





Director and Executive Officer





Set forth below is information regarding the Company’s current directors and executive officers. There are no family relationships between any of our directors or executive officers. The directors are elected annually by stockholders. The executive officers serve at the pleasure of the Board of Directors.





Name

Age

TitleDavid Janney

45

President and Chief Executive Officer, Director,Chris Tomkinson

44

Principle Accounting Officer and DirectorPamela Thompson

47

Treasurer





The background and principal occupations of the sole officer and director of the Company is as follows:





Officers and Directors:





David Janney





Since April 2010, Mr. Janney was President and Secretary of Global Mineral Resource Corporation.  Since January 2005, Mr. Janney founded and remains the owner of Telecable Las Terrenas, CxA a leading fiber optic cable communications provider in the Caribbean.  Since January 2010, Mr. Janney has served as a member of the board of directors for Henry Haas Mining Management, LLC. From January 1987, through February 2010, Mr. Janney has served as a member of the board of directors for Gregorie Neck Timber Corporation, LLC.  From February 2003,  through February 2008, Mr. Janney has served as a member of the board of directors for  Dayton Hydraulic Corporation. Mr. Janney has a BA degree from Trinity College in cultural anthropology and economics and an MBA from the University of Phoenix.





Chris Tomkinson




Chris Tomkinson has served as our President, Secretary and Chief Executive Officer since May 28, 2008. Effective October 28, 2010, Chris Tomkinson resigned as Chief Executive Officer, President, and Secretary.  Mr. Tomkinson  has remained as a member of the Board of Directors and its Chief Financial Officer.  From 2000 until the present Mr. Tomkinson has been self-employed in the property development and excavation industry. Mr. Tomkinson is an Electrical engineer technician and has done high voltage termination and underground termination. He has substantial experience in road construction and water sewer main installations. He is also license to install underground septic systems.




Executive:




Pamela J Thompson has been hired to serve as our Treasurer of the Company.  Ms. Thompson holds a Bachelor of Science from Moorhead State University in Accountancy and holds her licenses as a Certified Public Accountant in the State of Arizona.  She is a member of the Arizona Society of Certified Public Accountants and is the founder and principle Executive Officer of The Thompson Group, CPA’s.  She is also a member of the Arizona Women’s Society of Certified Public Accountants, Multiple Joys, Inc. and Behind the Bench: National Basketball Wives Association.




43





Prior to joining the Company, Ms. Thompson practiced public accounting for the international firm of Arthur Andersen and Pannell Kerr Forester, and a regional firm Eide, Bailey and Company.  She has had over 20 years of experience in tax, accounting, and Securities and Exchange Commission compliance for publicly traded companies.  Ms. Thompson maintains a clientele of both public and private companies in a variety of business industries as well as in the area of professional athletes.  Ms. Thompson has been featured in Wall Street Journal,  Arizona Republic, New Jersey Star, Arizona Women’s Success Magazine, National Basketball Players Association Magazine, Behind the Bench: National Basketball Wives Association Magazine.





Audit Committee Financial Expert





The Company does not have an audit committee or a compensation committee of its board of directors. In addition, the Company’s board of directors has determined that the Company does not have an audit committee financial expert serving on the board. When the Company develops its operations, it will create an audit and a compensation committee and will seek an audit committee financial expert for its board and audit committee.





Conflicts of Interest





Members of our management are associated with other firms involved in a range of business activities.  Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of our company.  Although the officers and directors are engaged in other business activities, we anticipate they will devote an important amount of time to our affairs.





Our officers and directors are now and may in the future become shareholders, officers or directors of other companies, which may be formed for the purpose of engaging in business activities similar to ours.  Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting on behalf of us or other entities.  Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise.  Currently, we do not have a right of first refusal pertaining to opportunities that come to their attention and may relate to our business operations.





Our officers and directors are, so long as they are our officers or directors, subject to the restriction that all opportunities contemplated by our plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that they are affiliated with on an equal basis.  A breach of this requirement will be a breach of the fiduciary duties of the officer or director.  If we or the companies with which the officers and directors are affiliated both desire to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity.  However, all directors may still individually take advantage of opportunities if we should decline to do so.  Except as set forth above, we have not adopted any other conflict of interest policy with respect to such transactions.





Compliance with Section 16(A) Of The Exchange Act 9.A. Directors And Executive Officers, Promoters, And Control Persons:





The Company is aware that all filings of Form 4 and 5 required of Section 16(a) of the Exchange Act of Directors, Officers or holders of 10% of the Company's shares have not been timely and the Company has instituted procedures to ensure compliance in the future.




44




Code of Ethics




We have adopted a code of ethics that applies to all of our executive officers, directors and employees. Code of ethics codifies the business and ethical principles that govern all aspects of our business. This document will be made available in print, free of charge, to any shareholder requesting a copy in writing from the Company and it attached hereto as Exhibit 14.1




ITEM 11.  EXECUTIVE COMPENSATION





General.Mr. David Janney currently serves as the Company’s chief executive officer and principle accounting officer.  During the years ended 2010 and 2009 Mr. Tomkinson served as our Chief Executive Office and did not have a compensation plan and is subject to the start of exploration.





Summary Compensation Table





The following table sets forth for the year ended June 30, 2010 and 2009 compensation awarded to, paid to, or earned by, Mr. Chris Tomkinson,our sole Director and Chief Executive Officer, andour other most highly compensated executive officers whose total compensation during the last fiscal year exceeded $100,000, if any.   Chris Tomkinson defers $80,004 per year in his salary and has accrued unpaid salary of $280,000.  While Mr. Tomkinson defers his salary he is granted 350,000 in common stock warrants at $.375 strike price.  These options have expired.





2010 and 2009 SUMMARY COMPENSATION TABLE




Name and Principal Position

Year


Salary ($)

Bonus ($)

Stock

Awards

($)


Option

Awards

($)


Non-Equity

Incentive Plan

Compensation

($)

Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)


All Other

Compensation

($)


Total

($)Chris Tomkinson CEO &CFO


2010

2009



0

0




0

0



0

0



0

0



0

0



0

0



0

0Romy Anne Ralph, Director


2010

2009



0

0




0

0



0

0



0

0



0

0



0

0



0

0Rose Marie Soullier, Director


2010

2009



0

0




0

0



0

0



0

0



0

0



0

0



0

0Pamela Thompson, Treasurer


2010

2009



1,500

9,000




0

0



0

0



0

0



0

0



0

0



1,500

9,000





45





2010 and 2009 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE




Option Awards


Stock AwardsNumber of

Securities

Underlying

Unexercised

Options

(#)


Number of

Securities

Underlying

Unexercised

Options

(#)


Equity

Incentive

Plan Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)


Option

Exercise

Price

($)


Option

Expiration

Date


Number of

Shares or

Units of

Stock That

Have Not

Vested

(#)


Market

Value of

Shares or

Units of

Stock That

Have Not

Vested

($)


Equity Incentive

Plan Awards:

Number of

Unearned

Shares, Units

or Other

Rights That

Have Not

Vested

(#)


Equity

Incentive

Plan Awards:

Market or

Payout Value

of Unearned

Shares, Units

or Other

Rights That

Have Not

Vested

($)Name

Exercisable


UnexercisableChris Tomkinson


0

0



0

0



0

0



0

0



0

0



0

0



0

0



0

0



0

0Romy Anne Ralph,


0

0



0

0



0

0



0

0



0

0



0

0



0

0



0

0



0

0Rose Marie Soullier,


0

0



0

0



0

0



0

0



0

0



0

0



0

0



0

0



0

0Pamela Thompson,


0

0



0

0



0

0



0

0



0

0



0

0



0

0



0

0



0

0


2010 and 2009 OPTION EXERCISES AND STOCK VESTED TABLE




2010 and 2009 PENSION BENEFITS TABLE





Name

Plan

Name

Number of

Years

Credited Service

(#)


Present

Value of

Accumulated

Benefit

($)


Payments

During Last

Fiscal Year

($)Chris Tomkinson




0

0



0

0



0

0Romy Anne Ralph,




0

0



0

0



0

0Rose Marie Soullier,




0

0



0

0



0

0Pamela Thompson,




0

0



0

0



0

0
  46




2010 and 2009 NONQUALIFIED DEFERRED COMPENSATION TABLE





Name

Executive Contributions

in Last Fiscal Year

($)


Registrant

Contributions in Last

Fiscal Year

($)


Aggregate Earnings

in Last Fiscal Year

($)


Aggregate

Withdrawals /

Distributions

($)


Aggregate Balance at

Last Fiscal Year-End

($)Chris Tomkinson


0

0



0

0



0

0



0

0



0

0Romy Anne Ralph,


0

0



0

0



0

0



0

0



0

0Rose Marie Soullier,


0

0



0

0



0

0



0

0



0

0Pamela Thompson,


0

0



0

0



0

0



0

0



0

0


2010 and 2009 DIRECTOR COMPENSATION TABLE





Name

Fees Earned or

Paid in Cash

($)


Stock Awards

($)


Option Awards

($)


Non-Equity

Incentive Plan

Compensation

($)


Change

in Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)


All Other

Compensation

($)


Total

($)Chris Tomkinson


0

0



0

0



0

0



0

0



0

0



0

0



0

0Romy Anne Ralph,


0

0



0

0



0

0



0

0



0

0



0

0



0

0Rose Marie Soullier,


0

0



0

0



0

0



0

0



0

0



0

0



0

0Pamela Thompson,


0

0



0

0



0

0



0

0



0

0



0

0



0

0





47




2010 and 2009 ALL OTHER COMPENSATION TABLE





Name

Year


Perquisites

and Other

Personal

Benefits

($)

Tax

Reimbursements

($)


Insurance

Premiums

($)


Company

Contributions

to Retirement and

401(k) Plans

($)


Severance

Payments /

Accruals

($)


Change

in Control

Payments /

Accruals

($)


Total ($)Chris Tomkinson


2010

2009



0

0



0

0



0

0



0

0



0

0



0

0



0

0Romy Anne Ralph,


2010

2009



0

0



0

0



0

0



0

0



0

0



0

0



0

0Rose Marie Soullier,


2010

2009



0

0



0

0



0

0



0

0



0

0



0

0



0

0Pamela Thompson,


2010

2009



0

0



0

0



0

0



0

0



0

0



0

0



0

0





2009 and 2008 PERQUISITES TABLE





Name

Year


Personal Use of

Company

Car/Parking


Financial Planning/

Legal Fees


Club Dues


Executive

Relocation


Total Perquisites

and

Other Personal

BenefitsChris Tomkinson


2010

2009



0

0



0

0



0

0



0

0



0

0Romy Anne Ralph,


2010

2009



0

0



0

0



0

0



0

0



0

0Rose Marie Soullier,


2010

2009



0

0



0

0



0

0



0

0



0

0Pamela Thompson,


2010

2009



0

0



0

0



0

0



0

0



0

0





48




2010 and 2009 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE





Name
Benefit

Before

Change in

Control

Termination

w/o Cause or for

Good Reason


After Change in

Control

Termination w/o Cause or

for Good

Reason


Voluntary

Termination


Death


Disability


Change in

ControlChris Tomkinson
Basic salary






















-Romy Anne Ralph,
Basic salaryRose Marie Soullier,
Basic salaryPamela Thompson,
Basic salary





Compensation of Directors





Our current compensation policy for directors is to compensate them through options to purchase common stock as consideration for their joining our board and/or providing continued services as a director. We do not currently provide our directors with cash compensation, although we do reimburse their expenses, with exception for a chairman of the board. No additional amounts are payable to the Company’s directors for committee participation or special assignments. There are no other arrangements pursuant to which any directors was compensated during the Company’s last completed fiscal year for any service provided.




49


.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




The following table lists stock ownership of our Common Stock as of November 4, 2010, based on 121,930,138 shares of common stock issued and outstanding.  The information includes beneficial ownership by (i) holders of more than 5% of our Common Stock, (ii) each of two directors and executive officers and (iii) all of our directors and executive officers as a group. Except as noted below, to our knowledge, each person named in the table has sole voting and investment power with respect to all shares of our Common Stock beneficially owned by them.




Name and Address of Owner

Title of Class

Numberof

SharesOwned (1)

Percentage

of ClassChris Tomkinson

736 E Braeburn Drive, Phoenix, AZ  85022

CFO Bonanza Goldfields Corp.

Common Stock

4,985,300

4.1%David Janney

Global Mineral Resources Group

1180 8th Ave., West Suite 226

Palmetto, FL  34221(Beneficial owner:

David Janney, CEO Secretary and

Director of Bonanza Goldfields Corp.)

Common Stock

41,700,000

34.2%Gold Explorations LLC

1583 Downs Drive

Minden, NV  89423-9087

Common  Stock

8,300,000

6.8%Scott Geisler

19803 Gulf Blvd, #501

Indian Shores, FL  33785

Common Stock

9,000,000

7.4%Mark Conrad Laney

5519 Pine Circle NE

St. Petersburg, FL  33703

Common Stock

7,000,000

5.7%Ky X Phan

1908 Abbey Ridge Drive

Dover, FL  33527

Common Stock

7,000,000

5.7%Tam Nguyen

921 Whispering Cypress Lane

Orlando, FL 32824

Common Stock

7,000,000

5.7%All Officers and Directors

As a Group (2 persons)

Common Stock

46,685,300

4.1%All Shareholders and Officers

and Directors as a Group

Common Stock

89,970,600

73.8%





(1)  Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.




50





Changes in Control





We are not aware of any arrangements that may result in a change in control of the Company.





DESCRIPTION OF SECURITIES





General





As of June 30, 2010, our authorized capital stock consists of 100,000,000 shares of common stock, par value $ .0001. On September 21, 2010 the company increased our authorized capital stock to 200,000,000 shares of common stock, par value $.0001.





Common Stock





The shares of our common stock presently outstanding, and any shares of our common stock issues upon exercise of stock options and/or warrants, will be fully paid and non-assessable. Each holder of common stock is entitled to one vote for each share owned on all matters voted upon by shareholders, and a majority vote is required for all actions to be taken by shareholders. In the event we liquidate, dissolve or wind-up our operations, the holders of the common stock are entitled to share equally and ratably in our assets, if any, remaining after the payment of all our debts and liabilities and the liquidation preference of any shares of preferred stock that may then be outstanding. The common stock has no preemptive rights, no cumulative voting rights, and no redemption, sinking fund, or conversion provisions. Holders of common stock are entitled to receive dividends, if and when declared by the Board of Directors, out of funds legally available for such purpose, subject to the dividend and liquidation rights of any preferred stock that may then be outstanding.





Voting Rights





Each holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders.





Dividends





Subject to preferences that may be applicable to any then-outstanding securities with greater rights, if any, and any other restrictions, holders of Common Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the Company’s board of directors out of legally available funds. The Company and its predecessors have not declared any dividends in the past. Further, the Company does not presently contemplate that there will be any future payment of any dividends on Common Stock.




51





Options and Warrants:





As of June 30, 2010 there were 250,000 options to acquire shares of the Company’s common stock outstanding, and there are no warrants outstanding and these options expired on June 30, 2010.  The options expired as of June 30, 2010.





Convertible Securities





At June 30, 2010, the Company has no convertible securities as of June 30, 2010.





Transfer Agent





On June 1, 2008, the Company engaged Transfer Online, Inc. to serve in the capacity of transfer agent. Their mailing address and telephone number Transfer Online, Inc., 317 SW Alder Street, 2nd Floor, Portland, OR  97201 - Phone is (503) 227-2950.




ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDPENDENCE.





During the year ended June 30, 2010 there were no related party advances.





ITEM14.PRINCIPALACCOUNTANTFEES AND SERVICES




Audit Fees.  The aggregate fees billed by Tarvaran, Askelson & Company for professional services rendered for the audit of the Company’s annual financial statements for fiscal years ended June 30, 2010 and 2009 approximated $5,500 and $5,000 respectively.  The aggregate fees billed by Tarvaran, Askelson & Company for the review of the financial statements included in the Company’s Forms 10-Q for fiscal year 2008 and 2007 approximated $8,250 per year.





Audit-Related Fees.  The aggregate fees billed by Tarvaran, Askelson & Company for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal years ended June 30, 2010 and 2009, and that are not disclosed in the paragraph captioned “Audit Fees” above, were $0 and $0, respectively.





Tax Fees.The aggregate fees billed by Tarvaran, Askelson & Company for professional services rendered for tax compliance, tax advice and tax planning for the fiscal year ended June 30, 2010 and 2009 were $0.





All Other Fees.  The aggregate fees billed by Tarvaran, Askelson & Company for products and services, other than the services described in the paragraphs “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above for the fiscal years ended June 30, 2010 and 2009 approximated $0.00 and $0.00 respectively.




The Board has received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with its auditors its independence from the Company. The Board has considered whether the provision of services other than audit services is compatible with maintaining auditor independence.
 
 Based on the review and discussions referred to above, the Board approved the inclusion of the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for its 2008 fiscal year for filing with the SEC.
 
 The Board pre-approved all fees described above.




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PART IV





ITEM 15.  EXHIBITS AND REPORTS.







Exhibits3.1

Articles of Incorporation (1)3.2

Amendments to Articles of Incorporation (1)3.1

Bylaws of the Corporation (1)14.1

Code of Ethics (2)31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. (3)31.2

Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. (3)32.1

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.  (3)32.2

Certification of Chief Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.  (3)





(1)  Incorporated by reference to the same exhibit filed with Amendment No. 3 to the Company’s Registration Statement on Form SB2 (Commission File No. 333-137170).


(2)  Filed in the Form 10K for June 18, 2009


(3)  Filed herein.


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ITEM 16.  SIGNATURES





SIGNATURES





In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.









Registrant
Bonanza Goldfield CorporationDate: November 12, 2010
By:
/s/ Chris TomkinsonDavid JanneyChief Executive Officer and Principle Financial Officer








In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.








Date: November 12, 2010
By:
/s/ David JanneyDavid JanneyDirector