Item 4.01 Change in Registrant’s Certifying
Accountant
Dismissal of J&S Associate
and Engagement of Olayinka Oyebola & Co.
On March 3, 2023, the Board
of Directors of Bonanza Goldfields Corp., a Nevada corporation (“we” or “us”), approved the resignation of J&S
Associates (“J&S”) as our independent registered public accountant, effective immediately. Except as noted in the paragraph
immediately below, the reports of J&S on the Company’s consolidated financial statements for the years ended December 31, 2021
and 2020, did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty,
audit scope, or accounting principle.
The reports of J&S on
the Company’s consolidated financial statements as of and for the year ended December 31, 2021, contained explanatory paragraphs
which noted that the Company suffered from an accumulated deficit of $16,157,367 and net loss of $2,121,074, which raised doubt about
its ability to continue as a going concern.
During the years ended December
31, 2021 and 2020, the Company has not had any disagreements with J&S on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if not resolved to J&S’ satisfaction, would have caused
them to make reference thereto in their reports on the Company’s consolidated financial statements for such periods.
During the years ended December
31, 2021 and 2020, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
We have requested that J&S
furnish us with a letter addressed to the Commission stating whether it agrees with the above statements. A copy of this letter is included
herewith as Exhibit 16.2.
Concurrently therewith, we
retained the firm of Olayinka Oyebola & Co. (“OO”), to audit our consolidated financial statements for our fiscal year
ending December 31, 2022.
During the fiscal years ended
December 31, 2021 and 2020, and through the date of this Form 8-K, neither the Company nor anyone acting on its behalf consulted OO regarding
(1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company’s consolidated financial statements, and OO did not provide either a written report or oral advice
to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial
reporting issue, (2) any matter that was either the subject of a disagreement with J&S on accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of J&S, would have caused J&S
to make reference to the matter in their report, or a “reportable event” as described in Item 304(a)(1)(v) of Regulation S-K
of the SEC’s rules and regulations.