NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF BUSINESS AND GOING CONCERN
Bonanza Goldfields Corporation (the “Company”) was incorporated under the laws of the State of Nevada on March 6, 2008. The Company’s fiscal year ends on June 30. The Company’s areas of exploration are in geopolitically stable North American areas. The Company has acquired 3 sets of mineral properties in the state of Arizona. The mineral properties are contiguous, therefore the three sets are considered as one project. The first is federal mining claims on land managed by the Bureau of Land Management totaling 435 acres. The second property is 130.76 acres of patented land the Company leased for an initial term of two years with an option to buy from Judgetown LLC. The lease agreement with Judgetown LLC was effective on October 15, 2012 and ended on September 20, 2013. The third property is referred to as the Hull land and is approximately 20 acres of patented land.
The recoverability of amounts from the properties or claims will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying properties and/or claims, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property and/or claim agreements and to complete the development of the properties and/or claims, and upon future profitable production or proceeds for the sale thereof.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. However, the Company has a working deficit and has not generated significant revenues since inception. During the year ended June 30, 2013, the Company incurred a net loss of $1,424,191 and as of June 30, 2013 has an accumulated deficit of $8,031,045. Further, the Company has inadequate working capital to maintain or develop its operations, and is dependent upon funds from lenders and private investors and the support of certain stockholders. These factors raise substantial doubt about the Company’s ability 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 seeking to raise any necessary additional funds through loans or 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 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America
(“GAAP”)
.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported
amounts
of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.
Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.
Exploration Stage Enterprise
The Company's financial statements are prepared pursuant to SEC guidance and Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 915, Development Stage Entities, as it devotes substantially all of its efforts to acquiring and exploring mining interests that will eventually provide sufficient net profits to sustain the Company’s existence.
Mineral property rights
All direct costs related to the acquisition of mineral property rights are capitalized. Exploration costs are charged to operations in the period incurred until such time as it has been determined that a property has economically recoverable reserves, at which time subsequent exploration costs and the costs incurred to develop a property are capitalized. The Company reviews the carrying values of its mineral property rights whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts. An impairment loss is recognized when the carrying value of those assets is not recoverable and exceeds its fair value. As of June 30, 2013, management has determined that there was no impairment loss required for the year then ended.
At such time as commercial production may commence, depletion of each mining property will be provided on a unit-of-production basis using estimated proven and probable recoverable reserves as the depletion base. In cases where there are no proven or probable reserves, depletion will be provided on the straight-line basis over the expected economic life of the mine.
Impairment of Long-Lived Assets
Long-lived assets, such as property, plant, and equipment, and purchased intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and other intangible assets are tested for impairment. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Management has determined that there was no impairment loss required for the year ended June 30, 2013.
Asset Retirement Obligations
The Company had no operating properties at June 30, 2013, but the Company’s mineral properties will be subject to standards for mine reclamation that are established by various governmental agencies. For these non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Costs of future expenditures for environmental remediation are not discounted to their present value. Such costs are based on management's current estimate of amounts that are expected to be incurred when the remediation work is performed within current laws and regulations.
It is reasonably possible that due to uncertainties associated with defining the nature and extent of possible environmental contamination, application of laws and regulations by regulatory authorities, and changes in remediation technology, the ultimate cost of remediation and reclamation could change in the future. The Company continually reviews its accrued liabilities for such remediation and reclamation costs as evidence becomes available indicating that its remediation and reclamation liability has changed.
The Company recognizes the fair value of a liability for an asset retirement obligation in the period in which it is incurred, if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the associated long-lived assets and depreciated over the lives of the assets on a units-of-production basis. Reclamation costs are accreted over the life of the related assets and are adjusted for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate on the underlying obligation. There has been no asset retirement obligations as of June 30, 2013 as there are presently no underlying obligations.
Property and Equipment
Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using principally the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized thereon. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized.
The range of estimated useful lives used to calculated depreciation for principal items of property and equipment are as follow:
Asset Category
|
|
Depreciation/
Amortization Period
|
|
|
|
Income Taxes
Deferred income taxes are provided to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company follows a two-step approach to ultimately recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At June 30, 2013, the Company did not record any liabilities for uncertain tax positions.
Share-Based Compensation
The measurement of the cost of services received in exchange for an award of an equity instrument is based on the grant-date fair value of the award. Compensation cost is recognized when the event occurs. The Black-Scholes option-pricing model is used to estimate the fair value of options granted.
Basic and Diluted Net Loss Per Common Share
Net loss per common share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted net loss per share for the Company is the same as basic net loss per share, as during period where a net loss is reported, the inclusion of common stock equivalents would be antidilutive and are therefore excluded from the calculation.
At June 30, 2013 and 2012, common stock equivalents consisted of warrants to purchase 27,606,057 and 25,500,000 shares of common stock, respectively, which have been antidilutive. At June 30, 2013 and 2012, common stock equivalents also consisted of notes convertible to 5,983,693, and 7,500,000 shares of common stock, respectively, which have been antidilutive as well.
Fair Value of Financial Instruments
The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation.
The carrying amounts of the Company’s financial instruments, including cash, accounts payable and accrued liabilities, accrued interest and related party payable, approximate fair value due to their most maturities.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current period presentation for comparative purposes.
Subsequent Events
The Company’s management reviewed all material events through the issuance date of this report for disclosure consideration.
Recent Accounting Pronouncements
The Company’s management does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment consists of the following at June 30, 2013 and 2012:
|
|
June 30,
2013
|
|
|
June 30,
2012
|
|
|
|
|
|
|
|
|
Support equipment
|
|
$
|
148,215
|
|
|
$
|
44,250
|
|
Less: accumulated depreciation
|
|
|
(24,277
|
)
|
|
|
(483
|
)
|
Net property and equipment
|
|
$
|
123,938
|
|
|
$
|
43,767
|
|
Depreciation expense was $23,794 and $483 for the years ended June 30, 2013 and 2012, respectively.
NOTE 4 – MINING CLAIMS
The following is a detail of mining claims at June 30, 2013 and 2012:
|
|
June 30,
2013
|
|
|
June 30,
2012
|
|
Midas Placer Mining Claim (BLM claim, fully impaired)
|
|
$
|
565,700
|
|
|
$
|
565,700
|
|
Hull Lode Mining Claim (Freedom Boat Lease)
|
|
|
250,000
|
|
|
|
250,000
|
|
Osiris Gold Joint Venture (fully impaired)
|
|
|
50,000
|
|
|
|
50,000
|
|
Judgetown Mining Claim
|
|
|
310,568
|
|
|
|
-
|
|
Total mining and equipment activity
|
|
|
1,176,268
|
|
|
|
865,700
|
|
Accumulated impairment of mining claims
|
|
|
(615,700)
|
|
|
|
(615,700)
|
|
Total Mining Claims
|
|
$
|
560,568
|
|
|
$
|
250,000
|
|
The Company has impaired all claims except for the Tarantula (Hull Lode) and Judgetown mining claim. See Note 12 for discussion of assets sold subsequent to year end.
During the year ended June 30, 2013, the Company learned that the title of Midas Placer Claim which the Company purchased from Global Minerals, Inc., was never transferred to the Company. The Company did not record any adjustment during the year ended June 30, 2013 as the Midas Placer Mining Claim was fully impaired during fiscal year 2011.
On September 30, 2012, the Company entered into a lease agreement with Judgetown LLC, an Arizona Limited Liability Company located in Arizona to lease 130.76 acres land in the county of Yavapai, Arizona. The lease is exclusive to the Company and its successors and assigns all of Judgetown LLC’s interest in and to all mining rights and minerals beneath the surface of, within, or that may be produced from the land. The lease is for a period of two years unless terminated pursuant to the lease. The lease obligation, as amended on February 9, 2013, is $200,000 for the first year and $120,000 for the second year. An option to purchase the land was also granted for a price of $1,190,000 less lease payments before January 15, 2015. At June 30, 2013, $310,568 of the discounted value of the lease payments was recorded as the Judgetown Mining Claim as a component of Mining Claims assets. As of June 30, 2013, the Company had recorded a lease obligation payable related to this agreement of $260,568. The Judgetown lease rights were sold on September 20, 2013.
NOTE 5 – NOTES PAYABLE
The Company had the following notes payable outstanding as of June 30, 2013 and June 30, 2012:
|
|
|
|
|
|
|
|
|
June 30, 2013
|
|
|
June 30, 2012
|
|
|
|
|
|
|
|
|
Gold Exploration LLC (a)
|
|
$
|
52,699
|
|
|
$
|
52,699
|
|
Dated - June 1, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Venture Capital International (b)
|
|
|
12,000
|
|
|
|
12,000
|
|
Dated – March 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Venture Capital International (c)
|
|
|
17,000
|
|
|
|
17,000
|
|
Dated - May 7, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advantage Systems Enterprises Limited (d)
|
|
|
17,000
|
|
|
|
17,000
|
|
Dated – July 3, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advantage Systems Enterprises Limited (e)
|
|
|
10,000
|
|
|
|
10,000
|
|
Dated – August 7, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Venture Capital International (f)
|
|
|
10,000
|
|
|
|
10,000
|
|
Dated – October 15, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Venture Capital International (g)
|
|
|
7,000
|
|
|
|
7,000
|
|
Dated – October 27,2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advantage Systems Enterprises Limited (h)
|
|
|
25,000
|
|
|
|
25,000
|
|
Dated – November 9, 2009
|
|
|
|
|
|
|
|
|
Venture Capital International (i)
|
|
|
5,000
|
|
|
|
5,000
|
|
Dated – November 23, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Strategic Relations Consulting, Inc. (j)
|
|
|
15,000
|
|
|
|
15,000
|
|
Dated – March 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summit Technology Corporation, Inc. (k)
|
|
|
2,000
|
|
|
|
2,000
|
|
Dated November 22, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold Exploration LLC (l)
|
|
|
97,000
|
|
|
|
97,000
|
|
Dated – July 29, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Freedom Boat, LLC (m)
|
|
|
250,000
|
|
|
|
250,000
|
|
Dated February 7, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Linh Nguyen (n)
|
|
|
25,000
|
|
|
|
25,000
|
|
Dated May 23, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Chapman (o)
|
|
|
50,000
|
|
|
|
50,000
|
|
Dated December 27, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leroy Steury (p)
|
|
|
-
|
|
|
|
76,875
|
|
Dated March 12, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tonaquint, Inc. (q)
|
|
|
449,185
|
|
|
|
-
|
|
Dated October 1, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Notes payable
|
|
$
|
1,043,884
|
|
|
$
|
671,574
|
|
Less: current portion of long-term debt
|
|
|
(918,625
|
)
|
|
|
(671,574
|
)
|
Less: debt discount
|
|
|
(125,259
|
)
|
|
|
-
|
|
Long-term debt
|
|
$
|
-
|
|
|
$
|
-
|
|
(a) The Company entered into a purchase agreement to purchase mining claims with Gold Exploration LLC in the amount of $99,000 on June 1, 2008. The Company paid $15,000 in cash and issued a note for $84,000 with an interest rate of 12% for the remaining balance. Pursuant to the purchase agreement, $7,000 should be paid each 90 days until the full principal balance plus accrued interest is paid off.
As of June 30, 2013 and 2012, the Company principal and interest payable to Gold Exploration LLC for this note is $71,670 and $65,346, respectively. This agreement required that Gold Exploration LLC perfect the transfer and send the documents to the Company. The transfer was never made and a review of the BLM lists of claims disclosed that Gold Exploration LLC never owned the claims that they attempted to sell to the Company. On August 27, 2013, the Company has demanded the cancellation of the note agreement and remittance of $15,000.
(b) On March 30, 2009, the Company issued a $12,000 demand promissory note to Venture Capital International, Inc. (“Venture Capital International”) The note is not secured, due on demand with an interest rate of 5%.
As of June 30, 2013 and 2012, principal and interest payable to Venture Capital International related to this note is $14,532 and $13,932, respectively. Venture Capital has not demanded the repayment of the note.
(c) On May 7, 2009, the Company issued a $17,000 demand promissory note to Venture Capital International. The note is not secured, due on demand and has an interest rate of 5%.
As of June 30, 2013 and 2012, principal and interest payable to Venture Capital International related to this note is $20,498 and $19,648, respectively. Venture Capital has not demanded the repayment of the note.
(d) On July 3, 2009, the Company issued a $17,000 demand promissory note to Advantage Systems Enterprise Limited. The note is not secured, due on demand with an interest rate of 5%.
As of June 30, 2013 and 2012, principal and interest payable to Advantage Systems Enterprise Limited related to this note is $20,400 and $19,550, respectively.
Advantage Systems Enterprise Limited
has not demanded the repayment of the note.
(e) On August 7, 2009, the Company issued a $10,000 demand promissory note to Advantage Systems Enterprises Limited. The note is not secured, due on demand with an interest rate of 5%.
As of June 30, 2013 and 2012, principal and interest payable to Advantage Systems Enterprise Limited related to this note is $11,948 and $11,448, respectively.
Advantage Systems Enterprise Limited
has not demanded the repayment of the note.
(f) On October 15, 2009, the Company issued a $10,000 demand promissory note to Venture Capital International. The note is not secured, due on demand with an interest rate of 5%.
As of June 30, 2013 and 2012, principal and interest payable to Venture Capital International related to this note is $11,853 and $11,353, respectively. Venture Capital has not demanded the repayment of the note.
(g) On October 27, 2009, the Company issued a $7,000 demand promissory note to Venture Capital International. The note is not secured, due on demand with an interest rate of 5%.
As of June 30, 2013 and 2012, principal and interest payable to Venture Capital International related to this note is $8,286 and $7,936, respectively. Venture Capital has not demanded the repayment of the note.
(h) On November 9, 2009, the Company issued a $25,000 demand promissory note to Advantage Systems Enterprise Limited. The note is not secured, due on demand with an interest rate of 5%.
As of June 30, 2013 and 2012, principal and interest payable to Advantage Systems Enterprise Limited related to this note is $29,572 and $28,322, respectively.
Advantage Systems Enterprise Limited
has not demanded the repayment of the note.
(i) On November 23, 2009, the Company issued a $5,000 demand promissory note to Venture Capital International. The note is not secured, due on demand with an interest rate of 5%.
As of June 30, 2013 and 2012, principal and interest payable to Venture Capital International related to this note is $5,900 and $5,650, respectively.
Venture Capital International
has not demanded the repayment of the note.
(j) On March 31, 2010, the Company issued a $15,000 demand promissory note to Strategic Relations Consulting, Inc. The note is not secured, due on demand with an interest rate of 5%. As of June 30, 2013 and 2012 principal and interest payable to Strategic Relations Consulting, Inc. related to this note is $17,439 and $16,689, respectively. Subsequent to June 30, 2013, Strategic Relations Consulting, Inc.
has agreed to convert the note to units of Gunner Gold’s stock that the Company acquired on September 20, 2013.
(k) On November 22, 2010, the Company issued a $7,000 demand promissory note to Summit Technologies Corporation, Inc. The note is not secured, due on demand with an interest rate of 5%. As of June 30, 2013 and 2012, principal and interest payable to Summit Technologies Corporation, Inc. related to this note is $2,411 and $2,311, respectively. Summit Technologies Corporation, Inc.
has not demanded the repayment of the note.
(l) On July 29, 2010, the Company issued 8,300,000 common shares to Gold Exploration LLC, valued at $83,000 (or $0.01 per share) based upon the closing price of the Company’s stock on the date the agreement was executed, to partially repay $10,000 of principal on the promissory note held by Gold Exploration LLC initially issued to Global Mineral Resources Corporation. This payment of common stock reduced the outstanding balance of the note held by Gold Exploration LLC to $97,000. The Company recognized a loss on debt conversion of $73,000. During fiscal year 2012, the note holder called the balance of the note and demanded payment although the agreement states the note is not due until 2015. The note holder indicated that the note was in default because the Company failed to maintain the Midas Placer Mining Claim, collateral which secured the note. Pursuant to the note agreement, the note should accrue interest at 12% when due or declared due. The note is classified as a current liability on the balance sheets. As of June 30, 2013 and 2012, principal and interest payable to Gold Exploration LLC related to this note is $120,280 and $108,640, respectively.
This agreement required that Gold Exploration LLC perfect the transfer and send the documents to the Company. The transfer was never made and a review of the BLM lists of claims disclosed that Gold Exploration LLC never owned the claims that they attempted to sell to the Company. On June 2, 2011, Gold Exploration LLC requested to lift the Section 144 restrictive legends without a proper legal opinion and the legends were removed at the direction of David Janney. On August 27, 2013, the Company demanded the cancellation of the promissory note and the return of the 8,300,000 common shares.
(m) On February 7, 2011, the Company issued a $250,000 promissory note with an interest rate of 12% per annum to Freedom Boat LLC (“Freedom Boat”). Payment of $2,500 is due monthly from July 5, 2011 through December 5, 2011 with a final payment of interest and principal of $260,000 due on February 7, 2012. Freedom Boat also has a right to royalties under certain conditions. The note is secured by the Hull Lode claim, the West Acre Hull tract, property held by David Janney, former officer, and 10,000,000 of the Company’s common shares currently held in escrow. Proceed from the note was used to purchase Tarantula Mining Claim from Judgetown, LLC. As of June 30, 2013 and 2012, the remaining principal owed was $250,000. This note is presently in default but the Company is negotiating with the holder for an amendment of this note.
(n) On April 6, 2011, the Company entered into a demand promissory note with Linh B. Nguyen in the amount of $25,000. The note is not secured, due on demand with an interest rate of 5%. As of June 30, 2013 and 2012, principal and interest payable to Linh B. Nguyen related to this note is $27,627 and $26,377, respectively. Dr. Nguyen has demanded the repayment of this note during the year ended June 30, 2013. The note is currently in default.
(o) On December 27, 2011, the Company issued a $50,000 unsecured promissory note to Mr. Charles Chapman. The note was due on February 15, 2012 with an interest rate of 12%. Pursuant to the note agreement, Mr. Chapman has the right to receive 500,000 shares of the Company’s common stock in lieu of interest payment. On December 28, 2011, the Company issued 500,000 shares valued at $4,000 in lieu of the interest. On March 19, 2012, the note agreement was amended to extend the due date to May 15, 2012. Pursuant to the amendment, the Company agreed to issue an additional 500,000 common shares valued at $15,500 which was recorded as debt discount and fully amortized during fiscal year 2012. As of June 30, 2012, the 500,000 common shares related to the March 19, 2012 amendment was not issued and is recorded as stock payable of $15,500. On May 16, 2012, the company entered into a second amendment to extend the loan to November 15, 2012. Pursuant to the second amendment, the Company will issue 100,000 shares of its common stock per month for a period of six months in lieu of interest. As of June 30, 2012, the Company has issued 500,000 common shares valued at $11,000, within which, $7,700 is recorded as prepaid interest. During the year ended June 30, 2013, the Company issued the 500,000 common shares related to the March 19, 2012 amendment and an additional 100,000 common shares for one month interest which was valued at 1,950. On October 9, 2013, Mr. Chapman agreed to settle the $50,000 note and any unpaid interest with 55,000
units of Gunner Gold, LLC stock that the Company acquired on September 20, 2013.
(p)
On March 12, 2012, the Company issued a $75,000 convertible note to Mr. Leroy Steury. The note was due on June 12, 2012 with an interest rate of 10%. Mr. Leroy Steury has the right to receive 7.5 million shares of common stock in lieu of unpaid principal and interest before June 17, 2012. The Company recorded a beneficial conversion feature of $75,000 which was fully amortized during fiscal year 2012. On June 13, 2012, the Company amended the agreement to include the accrued interest of $1,875 on the $75,000 in the principal and extended the note to September 13, 2012. On September 17, 2012, the Company entered into the second amendment to extend the note to December 17, 2012. On November 27, 2012, Mr. Steury converted unpaid principal and accrued interest of $79,696 to 7,500,000 shares of the Company’s common stock. As of June 30, 2013 and 2012, principal and interest payable to Mr. Steury related to this note was $0 and $77,780, respectively.
(q) On October 1, 2012, the Company entered into a Secured Convertible Promissory Note and Warrant Purchase Agreement with Tonaquint, Inc., a Utah corporation ("Tonaquint"), whereby the Company issued (i) a Secured Convertible Promissory Note of the Company in the principal amount of $1,660,000 with a conversion price of $0.05 per share and an annual interest rate of 8% and (ii) a warrant to purchase 158,953,080 shares of the Company’s common stock. The warrant has an exercise price of $0.075 per share and can be exercised at any time within five years after October 1, 2012. Tonaquint has the right to convert, subject to restrictions described in the promissory note, all or a portion of the outstanding amount of the promissory note that is eligible for conversion into shares of the Company’s common stock.
Buyer Mortgage Note 1 was due on the earlier of (1) 60 days following March 31, 2015, and (2) upon the Company’s filing of a registration statement pursuant to the Secured Convertible Promissory Note and Warrant Purchase Agreement. Buyer Mortgage Note 2 was due on the earlier of (1) 60 days following March 31, 2015, and (2) if Tonaquint has been required to repay Buyer Mortgage Note 1, 5
trading date after the initial registration statement is declared effective. Buyer Mortgage Note 3 was due on the earlier of (1) 60 days following March 31, 2015, and (2) if (i) the shares issued to Tonaquint to repay the Secured Convertible Promissory Note are freely saleable or covered by an effective registration statement (ii) Tonaquint has been required to repay Buyer Mortgage Note 2 and (ii) the Company has produced 200 ounces of gold with an average production of at least 1 gram per ton of processed material within 60 days after Tonaquint was required to pay Buyer Mortgage Note 2; (iii) outstanding balance of the Secured Convertible Promissory Note payable to Tonaquint is less or equal to $1.3 million. The $750,000 promissory note receivable from Tonaquit is due on the earlier of (1) 60 days following March 31, 2015, and (2) if (i) the shares issued to Tonaquint to repay the Secured Convertible Promissory Note are freely saleable or covered by an effective registration statement (ii) Tonaquint has been required to repay Buyer Mortgage Note 3 and (ii) the Company has produced 200 ounces of gold with an average production of at least 1 gram per ton of processed material, within 60 days after Tonaquint was requried to pay Buyer Mortgage Note 3; (iii) outstanding balance of the Secured Convertible Promissory Note payable to Tonaquint is less or equal to $900,000.
The promissory note is due on April 1, 2015 and the interest is payable monthly.
In the event the Company elects to prepay all or any portion of the outstanding balance, the Company shall pay Tonaquint 135% of the amount the Company elects to prepay
. The total amount to be funded is $1,500,000, representing the principal amount of $1,660,000 less an original issuance discount of $150,000 and the payment of $10,000 to cover Tonaquint’s fees. The shares of common stock underlying the Secured Convertible Promissory Note and Warrant were to be registered by a registration statement pursuant to the terms and conditions of a registration rights agreement. The registration statement has been withdrawn with Tonaquint’s consent.
Tonaquint initially funded the Company $150,000 in cash and issued three Buyer Mortgage Notes, in the principal amount of $50,000, $150,000, and $400,000 and a promissory note in the amount of $750,000 to the Company pursuant to the agreement. The Buyer Mortgage Notes are secured by certain real property owned by Tonaquint located in Cook County, Illinois. The Buyer Mortgage Notes and the $750,000 promissory note carry interest of 5% per annum.
Pursuant to the purchase agreement, the Company reserved 75,000,000 shares of common stock. The Company has agreed not to enter into any equity line of credit or financing arrangement or other transaction that involves issuing securities that are convertible into common stock (including without limitation selling convertible debt, warrants or convertible preferred stock), or otherwise issue common stock (a) with conversion, exercise or similar mechanics or reset provisions that vary according to the market price of the common stock without a floor at or higher than $0.01 or (b)at a fixed price which is lower than $0.01, without the prior written consent of Tonaquint. The Company agrees not to declare or make any dividend or other distributions of its assets.
The Company’s default status on the Freedom Boat note existed prior to and during negotiations on the transaction with Tonaquint.
As of June 30, 2013, the Company has received net proceeds of $307,514 from Tonaquint. Pursuant to the purchase agreement, warrants to purchase 22,106,057 shares of the Company’s common stock were issued. The Company determined the estimated fair value of the warrants was $1,146,845. $1,146,845 of the proceeds were allocated to the warrants. The promissory note included a beneficial conversion feature of $363,155. The total discount of $1,660,000, including the original
issuance discount of $150,000,
is being amortized over the life of the promissory note commencing upon the receipt of the funding.
Beginning on March 30, 2013, and each month thereafter, the Company shall pay to Tonaquint principal payments of $69,167 plus the sum of any accrued and unpaid interest due on such date by converting such amount at a conversion price equals to the lower of the (i) conversion price in effect ($0.05 per share if no anti-dilution adjustment) (ii) 65% of the arithmetic average of the three lowest volume-weighted average prices of the stock price during the 20 consecutive trading day period immediately preceding the date of the payment date; provided, however, the Company may, at its option as described in the agreement, pay all or any part of such installment amount by redeeming such installment amount in cash or by any combination of a Company conversion and a Company redemption.
At June 30, 2013, the Company offset the notes receivable from Tonaquint of $1,202,486 with notes payable to Tonaquint of $1,651,671 as permitted under the agreement and had interest receivable from Tonaquint of $43,770. During the year ended June 30, 2013, the Company recorded interest income of $43,770 which was offset with interest expense of $101,752 related to the agreement with Tonaquint.
During the year ended June 30, 2013, the Company issued Tonaquint 34,430,262 common shares to repay interest of $101,752 and principal of $8,329.
On September 20, 2013, the entire
Secured Convertible Promissory Note and Warrant Purchase Agreement with Tonaquint, Inc was settled. See note 12.
NOTE 6 - EQUITY
Preferred Stock
On June 14, 2011, the Company authorized 20,000,000 shares of Series A Preferred Stock at $0.0001 par value. The Preferred Stock contains certain rights, preferences, privileges, restrictions and other characteristics. Specifically, the Preferred Stock has 100 votes per share, whereas, each share of Common Stock has 1 vote. Preferred Stock holders may vote with holders of the Company’s Common Stock on all matters which common stockholders may vote. On June 14, 2011, the Company issued 3,000,000 preferred shares valued at $300 to its former CEO/CFO. In August 2011, the former CEO/CFO returned those shares as a result of his resignation from the Company. The preferred shares were then cancelled.
Year ended June 30, 2013
During the year ended June 30, 2013, the Company received cash of $225,003 for the subscription of 13,762,195 common shares, issued 1,000,000 common shares for $10,000 of cash received in the year ended June 30, 2012 and issued 2,000,000 shares of common stock for services to a consultant valued at $40,000.
During the year ended June 30, 2013, the Company also granted 1,000,000 shares valued at $20,000 to one of the directors as a director fee and 10,000,000 shares valued at $200,000 to its Chief Executive Officer as compensation. These shares have not been issued and the value was recorded as stock payable at June 30, 2013.
On November 27, 2012, Leroy Steury converted a note with unpaid principal of $76,875 and accrued interest of $2,821 to 7,500,000 common shares.
During April, May and June of 2013, the Company issued 34,430,262 shares of common stock to Tonaquint to repay accrued interest and note principal totaling $110,081.
On January 29, 2013, Charles Chapman was issued 300,000 common shares each, 600,000 shares in the aggregate, valued at $17,450, for interest payable on a note. Within the 600,000 shares, 500,000 shares were for interest expense in fiscal year 2012 and the value of $15,500 was recorded as stock payable as of June 30, 2012.
On February 19, 2013, David Janney surrendered 3,670,000 common shares of the 6,170,000 common shares he held in the Company as part of the settlement. See Note 10.
Year ended June 30, 2012
During the year ended June 30, 2012, the Company issued 55,904,764 common shares for $559,000 in cash. Within the 55,904,764 shares issued, 7,000,000 shares were issued to an investor with a right to sell the shares back to the Company at an interest rate of 12% after April 11, 2012. On April 12, 2012, the holder waived the right to sell 7,000,000 shares back. As consideration, the Company issued the investor warrants to purchase 2,500,000 shares of the Company’s common stock at $0.02 per share. The warrants expire on October 11, 2013 and have a fair value of $66,330 on the grant date. Proceeds of $56,000 from this issuance originally recorded as refundable subscription has been reclassified to additional paid-in capital.
In June, 2012, the Company received $10,000 for a common stock subscription. Those shares had not been issued as of June 30, 2012 and the cash received was recorded under common stock payable as of June 30, 2012. The 1,000,000 common shares were issued during the year ended June 30, 2013.
On September 23, 2011, the Company issued 750,000 shares of common stock valued at $7,500 to settle payable to purchase equipment valued at $2,000. The Company recorded $5,500 loss on conversion of accounts payable related to this transaction.
During September 2011, as a result of the resignation of David Janney, former Chief Executive Officer and Chief Financial Officer of the Company, Mr. Janney surrendered 20,000,000 common shares and 3,000,000 preferred shares of the Company. These shares were then cancelled and the Company recorded an adjustment to additional paid-in capital of $2,300. Additional paid-in capital was also decreased by $19,327 to write off the accrued compensation payable to Mr. Janney initially recorded in prior periods.
During year ended June 30, 2012, the Company issued 2,200,000 shares of common stock to its director, officer and consultants for services valued at $20,100.
On December 28, 2011, the Company issued 1,000,000 shares of common stock for interest payment to a note held by Mr. Charles Chapman. The shares were valued at $15,000.
On February 26, 2012, the Company issued 2,500,000 common shares to David Janney, former officer, pursuant to a settlement agreement. See Note 10.
On March 19, 2012, the Company agreed to issue 500,000 common shares to a note holder pursuant to an amendment to a note agreement. See Note 4 (p). The shares were valued at $15,500 based on the grant date market price of the stock. Those shares have been issued as of June 30, 2013
On October 25, 2011 and November 4, 2011, the Company granted its interim CFO, Mr. Peng Foo and its consultant, Mr. Jack Chow, 1,000,000 and 3,000,000 common shares, respectively. Those shares, valued at $42,700, have not been issued and are recorded as disputed payable as of June 30, 2012 and 2013.
On May 8, 2012, the Company entered into a consulting agreement with Mr. Michael Stallings where the Company agreed to issue 500,000 shares of common stock. The 500,000 shares of common stock were valued at $12,500 based on the market price of grant date and were recorded as stock payable as of June 30, 2012 and 2013.
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.
On June 6, 2011, the Board of Directors of the Company amended the 2008 Plan to increase the reserved grant shares from 1,000,000 common shares to 25,000,000 common shares. On August 17, 2012 the Board of Directors of the Company amended the 2008 Plan to increase the authorized shares to be granted from 25,000,000 to 35,000,000.
The cost of all employee stock options, as well as other equity-based compensation arrangements, is reflected in the financial statements over the vesting period based on the estimated fair value of the awards.
A summary of warrant activity for the years ended June 30, 2013 and 2012 is presented below:
|
|
Shares
Available for
Grant
|
|
|
Number of
Shares Granted
|
|
|
Weighted
Average
Exercise Price
|
|
|
Weighted Average
Remaining
Contractual Life
(years)
|
|
|
Aggregate
Intrinsic Value
|
|
June 30, 2011
|
|
|
19,000,000
|
|
|
|
6,000,000
|
|
|
$
|
0.01
|
|
|
|
3.99
|
|
|
|
-
|
|
Grants
|
|
|
|
|
|
|
19,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2012
|
|
|
9,500,000
|
|
|
|
25,500,000
|
|
|
$
|
0.02
|
|
|
|
3.72
|
|
|
|
120,000
|
|
Forfeitures/Cancellation
|
|
|
|
|
|
|
(20,000,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2013
|
|
|
29,500,000
|
|
|
|
5,500,000
|
|
|
$
|
0.01
|
|
|
|
1.41
|
|
|
|
-
|
|
The Company values all warrants using the Black-Scholes option-pricing model. Critical assumptions for the Black-Scholes option-pricing model include the market value of the stock price at the time of issuance, the risk-free interest rate corresponding to the term of the warrant, the volatility of the Company’s stock price, dividend yield on the common stock, as well as the exercise price and term of the warrant. The warrants are not subject to any form of vesting schedule and, therefore, are exercisable by the holders anytime at their discretion during the life of the warrant. No discounts were applied to the valuation determined by the Black Scholes option-pricing model.
On May 8, 2012, the Company granted Mr. Peter Cao, a member of the Company’s Board of Directors, 8,000,000 options to purchase common stock of the Company at a price of $0.025 per share. The options have a five-year expected life, and were valued at $198,519, within which $132,348 was recorded during the year ended June 30, 2013. On October 1, 2012, the Company cancelled the 8,000,000 options and concurrently, agreed to issue 8,000,000 shares of the Company’s common stock to Mr. Cao. No additional compensation expense was recorded because the value of the options cancelled on October 1, 2012 was the same as the value of the common stock granted based on the fair market value on grant date.
The following inputs and assumptions were used in the Black-Scholes option-pricing model:
|
|
October 1,
2012
|
|
|
Fiscal year 2012
|
Stock price on grant date
|
|
$
|
0.025
|
|
|
$0.0071
~$0.03
|
Expected dividend yield
|
|
None
|
|
|
None
|
Volatility
|
|
|
469.30
|
%
|
|
238.96%
~273.09%
|
Weighted average risk free interest rate
|
|
|
0.62
|
%
|
|
0.77%
~0.95%
|
Weighted average expected life (in years)
|
|
|
5.00
|
|
|
4.00~5.00
|
On November 4, 2011, the Company granted Mr. Jack Chow, consultant, 3,000,000 warrants to purchase common stock of the Company at a price of $0.01 per share. The warrants are fully vested, have a four-year expected life, and were valued at $29,814.
On August 23, 2011 and June 24, 2011, the Company granted Mr. Michael Cao, consultant, 6,000,000 and 6,000,000 warrants, respectively, to purchase common stock of the Company at a price of $0.01 per share. The warrants are fully vested, have a five-year expected life, and were valued at $42,600 and $42,599, respectively. On March 26, 2013, Michael Cao forfeited his options to purchase 12,000,000 shares of the Company’s common stock.
NOTE 8 - INCOME TAXES
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.
At June 30, 2013, the Company’s had net operating losses approximate $5,262,599 which expire, if unused, in various years through 2030. Utilization of the net operation loss carry-forwards could be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986 of United States, as amended.
The Company fully reserved its deferred tax assets 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. The valuation allowance increased $135,326 for the year ended June 30, 2013.
The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory federal income tax rate
|
|
|
34.0
|
%
|
|
|
34.0
|
%
|
State income taxes and other
|
|
|
7.0
|
%
|
|
|
7.0
|
%
|
Valuation allowance
|
|
|
(41.0
|
%)
|
|
|
(41.0
|
%)
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating loss carryforward
|
|
$
|
1,789,284
|
|
|
$
|
1,653,958
|
|
Valuation allowance
|
|
|
(1,789,284
|
)
|
|
|
(1,653,958
|
)
|
Deferred income tax asset
|
|
$
|
-
|
|
|
$
|
-
|
|
NOTE 9 – RELATED PARTY
As of June 30, 2013 and 2012, the Company has payables to related parties of $0 and $18,000, respectively for services provided
.
During the year ended June 30, 2012, the Company incurred fees totaled $37,725 to Auric Resources International, Inc., a company controlled by a former director. The director resigned on June 20, 2012.
NOTE 10 – COMMITMENT AND CONTINGENCIES
The Company believes that through a fraudulent scheme by former management, 86,000,000 shares of our common stock were improperly issued. The Company is in the process of seeking a legal remedy to this issue however, if the Company is not successful in its efforts to cancel the shares, the stock value could be improperly diminished because of the dilution created by this fraudulent scheme to the detriment of the shareholders. The Company will bring an action in the appropriate court against the original recipients of the shares and the former CEO and to request an order to cancel the shares. Securities issued in violation of section 5 are subject to rescission under section 12(a) (l) of the Act. Sections 12(a) (1) of the Securities Act and Section 5 allow purchasers to sue sellers for offering or selling a non-exempt security without registering it. As long as the purchaser can prove a direct link between the purchaser and the seller and the purchaser may obtain rescission with interest or damages if the investor sold his securities for less than he purchased them. The Company did not receive any consideration for the improper sale of the shares and will pursue all legal remedies available to correct this issue including but not limited to bringing an action in federal court to cancel the shares and for damages sustained by the Company. However, if the Company is not successful the stock value could be improperly diminished because of the dilution created by this fraudulent scheme.
The Company believes that the former CEO in concert with associates and acting outside his authority defrauded the Company. The legitimate purchasers of the shares could have an action against the seller who knew the shares were not registered or exempt from registration.
The Company was not a party to this fraudulent scheme and therefore believes rescission is not available to the Company. The damage sustained by the Company could be at least $985,100, which is the amount that the Company would have realized if the shares had been sold pursuant to a registration statement or as restricted shares to legitimate buyers at the time of this incident.
The Company has classified $985,100 as common stocks subject to rescission.
On May 8, 2012, the Company entered into an employment contract with Mr. Peter Cao, Chief Operating Officer. Pursuant to the agreement, the Company will pay monthly compensation of $1,000. Mr. Cao is also entitled to 2,000,000 common shares for the increase in the Company’s market value for every $15 million up to $100 million. Additionally, Mr. Cao was granted options to purchase a total of 8,000,000 common shares. Options for 4 million common shares are exercisable at $0.025 per share and vested immediately. After six months of Mr. Cao’s employment with the Company (November 8, 2012), additional options to purchase 4,000,000 shares at $0.025 per share have vested. The 8,000,000 options were valued at $198,519, which is expensed over the vesting periods. On October 1, 2012, Mr. Cao entered into a new employment agreement with the Company to replace the agreement dated May 8, 2012. The October 1, 2012 agreement states the following:
(1) Starting October 1, 2012, the Company will compensate Mr. Cao $4,000 monthly;
(2) 8,000,000 shares of common stock were granted immediately and valued at $200,000 based on the market price at October 1, 2012. The stock has not been issued and was recorded as stock payable as of June 30, 2013.
(3) Salary will increase as the Company’s monthly production hits the operational milestones as follows:
|
i.
|
Production of 200 ounces: salary of $5,000 per month
|
|
|
|
|
ii.
|
Production of 400 ounces: salary of $6,000 per month
|
|
|
|
|
iii.
|
Production of 600 ounces: salary of $7,000 per month
|
|
|
|
|
iv.
|
Production of 800 ounces: salary of $8,000 per month
|
|
|
|
|
v.
|
Production of 1,000 ounces: salary of $9,000 per month
|
|
|
|
|
vi.
|
Production of 1,200 ounces: salary of $10,000 per month
|
|
|
|
|
vii.
|
At production of 1,200 ounces per month, another 4,000,000 shares will be granted.
|
(4) Mr. Cao will be eligible for bonuses based on a combination of individual performance and company performance which will be determined by the CEO and Board of Directors.
On June 19, 2012, the Board of Directors appointed Mr. Michael Stojsavljevich as the new Chief Executive Officer, secretary and a member of the Board of Directors. Mr. Stojsavljevich would receive $5,500 for the first two months and $11,000 per month from the third month of his employment. Mr. Stojsavljevich is entitled to 2,500,000 shares of common stock quarterly from July 1, 2012 and every quarter thereafter to a total of 10,000,000 shares. On August 1, 2012, Mr. Stojsavljevich entered into a new employment agreement with the Company to replace the agreement dated June 19, 2012 as follows:
(1) Starting August 1, 2012, the Company will compensate Mr. Stojsavljevich at $5,500 monthly salary;
(2) 10,000,000 shares of common stock were granted immediately and valued at $200,000 based on the market price at August 1, 2012. On October 30, 2012, Mr. Stojsavljevich entered into an amendment to the employment agreement to say that the term to issue 2,500,000 shares of common stock quarterly from July 1, 2012 and every quarter thereafter to a total of 10,000,000 shares stated in the June 19, 2012 agreement is replaced.
(3) Salary will increase as the Company monthly production achieves operational milestones as described below:
|
i.
|
Production of 200 ounces: salary of $6,500 per month
|
|
|
|
|
ii.
|
Production of 400 ounces: salary of 7,500 per month
|
|
|
|
|
iii.
|
Production of 600 ounces: salary of $8,500 per month
|
|
|
|
|
iv.
|
Production of 800 ounces: salary of $9,500 per month
|
|
|
|
|
v.
|
Production of 1,000 ounces: salary of $10,500 per month
|
|
|
|
|
vi.
|
Production of 1,200 ounces: salary of 11,500 per month
|
|
|
|
|
vii.
|
At a monthly production of 1,200 ounces per month, another 4,000,000 shares will be granted.
|
(4) Mr. Stojsavljevich will be eligible for bonuses based on a combination of individual performance and company performance which will be determined by the Board of Directors.
On May 10, 2012, the Company entered into a two-year employment contract with Mr. Scott Geisler, Chief Executive Officer at that time. The agreement allows the immediate accrual of unpaid salary from August 29, 2011 at $100,000 per year. The Company also issued stock options to purchase a total of 17,000,000 common shares. Options for 8,500,000 common shares at an exercise price of $0.01 per share vested immediately. Additional options to purchase 8,500,000 common shares at an exercise price of $0.01 per share vested in August 2012. The 17,000,000 options are valued at $507,862. These options have a term of 5 years and can be exercised on a cashless basis. On June 8, 2012, the Company entered into a Settlement and Mutual Release Agreement with Mr. Geisler. That Settlement and Mutual Release Agreement superseded the employment agreement dated May 10, 2012. Pursuant to the Settlement and Mutual Release Agreement, Mr. Geisler would receive 7,500,000 shares of the Company’s common stock and $75,000 in the next 25 months commencing July 15, 2012. On June 1, 2012, Mr. Geisler resigned as Chief Executive Officer of the Company.
On October 30, 2012, management learned that former President and CEO, Mr. Scott Geisler, filed suit against the Company on September 20, 2012, in the Circuit Court of the Sixth Judicial District in the State of Florida. The Company has not yet been served with the summons and complaint or filed an answer. Mr. Geisler asserts that the Company is in default with respect to payments under a Settlement and Mutual Release Agreement entered into upon his resignation as an officer and director of the Company and effective June 8, 2012. Mr. Geisler claims monetary damages "in excess of $15,000," attorneys' fees, court costs and seeks the issuance of 7,500,000 shares of common stock that is provided for under the Settlement and Mutual Release Agreement. We have engaged legal counsel to represent the Company in this dispute and counsel has identified defenses to the claims and setoffs. We are optimistic that a settlement of the dispute will be reached in the near future without having a materially adverse effect on our financial condition or results of operations.
Currently, the Company is carrying the amount of $263,950 as disputed payables until resolved, which include other disputed payables.
The Company entered into a purchase agreement to purchase mining claims from Gold Exploration LLC in the amount of $99,000 on June 1, 2008. The agreement requires the Company to make royalty payments equal to 2% of the Net Smelter Returns (“NSR”) per year. The Company had no NSR for the years ended June 30, 2013 and 2012 and no royalties have been paid. The agreement does not have any commitment dates of when production is to begin. This agreement is in a legal dispute as the Company believes that Gold Exploration LLC never owned the mining claims that should have been transferred to the Company.
On February 7, 2011, the Company entered into a $250,000 promissory note agreement with Freedom Boat which bears interest rate at 12%. The agreement includes a royalty payment which includes 5% in royalty of its gross profits from gold extraction from the Hull Lode Placer Claim and 5% royalty payment from Hull Placer Mine when and if production occurs. There is currently no production.
On February 7, 2011, David Janney, former officer, entered an agreement with Amazon Holding LLC to pay a finder’s fee for raising $250,000 in the acquisition of mining property. On January 19, 2012, Amazon Holding LLC demanded the Company make the payment. The dispute is still pending but the Company believes that it is not likely that Amazon Holding LLC will prevail if a suit is filed against the Company related to this agreement.
NOTE 11– GAIN (LOSS) ON SETTLEMENT OF LITIGATION
On February 26, 2012, the Company entered into a settlement agreement with David Janney (our former CEO/CFO) for his actions related to wrongfully issued common stock of the Company, among many other things. The settlement agreement includes the following terms:
a.
|
The Company agreed to issue 5 million restricted shares of the Company’s common stock to Mr. Janney as a form of compensation. The shares will be paid in two tranches. The first 2,500,000 shares should be issued upon the execution of the settlement and is issued on March 19, 2012. The second 2,500,000 shares were to be issued six months from the execution date of the settlement but have not been issued.
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b.
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The funds held in escrow by Christine Wright at the Wright Law Firm, P.A. on behalf of Freedom Boat, LLC for a loan under Mr. Janney’s name will be considered payment in full for Mr. Janney's return of 20,000,000 shares to the treasury on August 29, 2011.
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c.
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Mr. Janney agreed not to sell any more than 1,000,000 shares of his personnel holdings of Bonanza Goldfields common stock in the open market in any thirty-day period.
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d.
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Mr. Janney agreed to return to the Company all of the Company’s property in his possession or in the possession of his family or agents including without limitation Bonanza's files and all documentation (and all copies thereof) dealing with the finances, operations and activities of the Company, its clients, employees or suppliers.
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The Company recorded a loss of $59,000 on this settlement during the year ended June 30, 2012.
During the year ended June 30, 2012, the Company learned that the title of the Midas Placer Claim which the Company purchased from Global Minerals, Inc., a company controlled by Mr. David Janney, was never transferred to the Company.
On February 19, 2013, David Janney surrendered 3,670,000 common shares of the 6,170,000 common shares that he held in the Company. David Janney was allowed to retain 2,500,000 shares as part of a settlement in litigation with the Company. The Company recorded the par value of the 3,670,000 shares against additional paid-in capital. In the settlement agreement dated February 19, 2013, David Janney also agreed to forfeit his right to receive 2,500,000 common shares based on the settlement agreement dated February 26, 2012. The Company recorded a gain on the settlement of litigation for the year ended June 30, 2013 of $29,500 and eliminated the corresponding disputed payable previously recorded.
NOTE 12 – SUBEQUENT EVENTS
On July 25, 2013 and August 30, 2013, the Company issued 12,695,369 and 22,802,437 common shares, respectively, to repay accrued interest and principal totaling $40,787 related to the note payable to Tonaquint.
On September 20, 2013, the Company entered into an Amended and Restated Asset Purchase Agreement with Gunner Gold, LLC. Pursuant to the terms of the Amended and Restated Asset Purchase Agreement, Gunner Gold, LLC purchased certain assets and assumed certain liabilities from the Company for 3,300,000 units of Gunner Gold, LLC stock. Assets sold to Gunner Gold LLC includes 1) Mining equipment and materials; 2) Right to conduct mining operations on the Company’s BLM properties for 7 years with the option to acquire the mineral rights for 700,000 additional units of Gunner Gold, LLC’s stock. The Company will receive a 5% of the net proceeds, after the payment of all maintenance costs, earned by Gunner Gold from the mining operation on BLM properties. 3) Right to conduct mining operations on the Company’s
Hull Lode Mining Claim with a monthly payment of $2,500. Liabilities assumed by the Company includes 1) lease payments to Judgetown LLC pursuant to a lease agreement dated September 30, 2012 (See Note 4); 2) $275,000 note payable to Tonaquint; 3) $162,000 of accrued liabilities and accounts payable.
The Company received $307,500 at the closing, $275,000 of which was used to satisfy the Company’s entire obligation to Tonaquint Inc. under
the Secured Convertible Promissory Note and Warrant Purchase Agreement
entered o
n October 1, 2012
and the remaining $32,500 was used to pay other obligations. The
Secured Convertible Promissory Note and Warrant Purchase Agreement
was terminated entirely after this payment. The Company is currently evaluating the accounting impact of the agreement with Gunner Gold LLC.
NOTE 13 – RESTATEMENT
During the year ended June 30, 2011, the Company issued 86,000,000 shares to several parties. The Company believes those shares were improperly issued by former management and is subject to rescission. Shares that are subject to rescission or redemption requirements that are outside of the control of the Company are classified outside of permanent equity until they are no longer subject to rescission or redemption. Accordingly, the Company has reclassified $985,100 as common stock subject to rescission. The $985,100 was calculated at the trading price on the date those shares were issued.
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