UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
BONANZA GOLDFIELDS
CORP.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14c-5(g) and 0-11.
| 1) |
Title of each
class of securities to which transaction applies: |
| 2) |
Aggregate number of securities to
which transaction applies: |
| 3) |
Per unit price or other
underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined): |
| 4) |
Proposed maximum aggregate value
of transaction: |
| 5) |
Total fee paid: |
[ ] Fee paid previously with preliminary
materials.
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount
Previously Paid:
2) Form,
Schedule or Registration Statement No.:
3) Filing
Party:
4) Date
Filed:
37th Floor, Singapore Land Tower
50 Raffles Place
Singapore 048623
NOTICE OF CORPORATE ACTIONS TAKEN BY WRITTEN CONSENT
OF MAJORITY STOCKHOLDERS WITHOUT SPECIAL MEETING OF THE
STOCKHOLDERS
Dear Stockholders:
We are writing to advise you that, on January 10, 2022, the board
of directors of Bonanza Goldfields Corp., a Nevada corporation
(“BONZ,” “the Company,” “we” or “us”), and certain stockholders
holding a majority of the voting rights of our common stock
approved by written consent in lieu of a special meeting the taking
of all steps necessary to effect the following actions
(collectively, the “Corporate Actions”):
| 1. |
Amend the Company’s Articles of Incorporation
filed with the Nevada Secretary of State (the “Articles of
Incorporation”) to change the Company’s name to Marvion Inc.;
and |
| 2. |
Amend
the Articles of Incorporation to increase the Company’s authorized
capital from 2,000,000,000 to 300,000,000,000 shares, consisting of
270,000,000,000 shares of common stock, par value $0.001, and
30,000,000 shares of preferred stock, par value
$0.0001. |
The accompanying information statement, which describes the
Corporate Actions in more detail, is being furnished to our
stockholders for informational purposes only, pursuant to Section
14(c) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the rules and regulations prescribed
thereunder. The consent that we have received constitutes the only
stockholder approval required for the Corporate Actions under the
Nevada Revised Statutes, our Articles of Incorporation and Bylaws.
Accordingly, the Corporate Actions will not be submitted to the
other stockholders of the Company for a vote.
The record date for the determination of stockholders entitled to
notice of the action by written consent is January 10,
2022. Pursuant to Rule 14c-2 under the Exchange Act, the
Corporate Actions will not be implemented until at least twenty
(20) calendar days after the mailing of this information statement
to our stockholders. This information statement will be
mailed on or about January 21, 2022, to stockholders of record on
January 10, 2022. As such, we expect that the Corporate Actions
will be effective no earlier than February 10, 2022.
No action is required by you to effectuate this action. The
accompanying information statement is furnished only to inform our
stockholders of the action described above before it takes effect
in accordance with Rule 14c-2 promulgated under the Exchange
Act.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.
PLEASE NOTE THAT THE HOLDERS OF A MAJORITY OF OUR OUTSTANDING
SHARES OF COMMON STOCK HAVE VOTED TO AUTHORIZE THE CORPORATE
ACTIONS. THE NUMBER OF VOTES RECEIVED IS SUFFICIENT TO SATISFY THE
STOCKHOLDER VOTE REQUIREMENT AND NO ADDITIONAL VOTES WILL
CONSEQUENTLY BE NEEDED TO APPROVE THIS MATTER.
By order of the Board of Directors,
| |
By: |
/s/ Man Chung Chan |
| |
|
Man
Chung Chan |
| |
|
Chief
Executive Officer, Chief Financial Officer, Secretary |
| |
|
January 11, 2022 |
BONANZA GOLDFIELDS CORP.
INFORMATION STATEMENT REGARDING
CORPORATE ACTIONS TAKEN BY WRITTEN CONSENT OF
OUR BOARD OF DIRECTORS AND HOLDERS OF
A MAJORITY OF OUR VOTING CAPITAL STOCK
IN LIEU OF SPECIAL MEETING
Bonanza Goldfields Corp. (“BONZ,” “the Company,” “we” or “us”) is
furnishing this information statement to you to provide a
description of actions taken by our Board of Directors and the
holders of a majority of our outstanding voting capital stock on
January 10, 2022, in accordance with the relevant sections of
Nevada Revised Statutes of the State of Nevada (the “NRS”).
This information statement is being mailed on or about January 21,
2022, to stockholders of record on January 10, 2022 (the “Record
Date”). The information statement is being delivered only to inform
you of the corporate actions described herein before such actions
take effect in accordance with Rule 14c-2 promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
No action is requested or required on your part.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO
STOCKHOLDERS' MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN.
PLEASE NOTE THAT THE HOLDERS OF A MAJORITY OF OUR OUTSTANDING
SHARES OF COMMON STOCK HAVE VOTED TO AUTHORIZE THE CORPORATE
ACTIONS. THE NUMBER OF VOTES RECEIVED IS SUFFICIENT TO SATISFY THE
STOCKHOLDER VOTE REQUIREMENT AND NO ADDITIONAL VOTES WILL
CONSEQUENTLY BE NEEDED TO APPROVE THESE MATTERS.
GENERAL DESCRIPTION OF CORPORATE ACTION
On January 10, 2022, the board of directors of Bonanza Goldfields
Corp., a Nevada corporation, and certain stockholders holding a
majority of the voting rights of our common stock approved by
written consent in lieu of a special meeting the taking of all
steps necessary to effect the following actions (collectively, the
“Corporate Actions”):
| 1. |
Amend the Company’s Articles of Incorporation
filed with the Nevada Secretary of State (the “Articles of
Incorporation”) to change the Company’s name to Marvion Inc.;
and |
| 2. |
Amend
the Articles of Incorporation to increase the Company’s authorized
capital from 2,000,000,000 to 300,000,000,000 shares, consisting of
270,000,000,000 shares of common stock, par value $0.001, and
30,000,000 shares of preferred stock, par value
$0.0001. |
VOTING AND VOTE REQUIRED
Pursuant to BONZ’s Bylaws and the NRS, a vote by the holders of at
least a majority of BONZ’s outstanding capital stock is required to
effect the actions described herein. Each common stockholder is
entitled to one vote for each share of common stock held by such
stockholder. As of the Record Date, BONZ had 1,867,681,876 shares
of common stock issued and outstanding. The voting power
representing not less than 933,840,939 shares of common stock is
required to pass any stockholder resolutions. Pursuant to Section
78.320 of the NRS, the following stockholders holding an aggregate
of 1,229,587,822 shares of common stock, or approximately 65.83% of
the issued and outstanding shares of our common stock on the Record
Date (the “Majority Stockholders”), delivered an executed written
consent dated January 10, 2022, authorizing the Corporate
Actions.
|
Name |
Common
Shares Beneficially Held |
Percentage
of Issued and Outstanding |
| LEE
Ying Chiu Herbert |
1,129,587,822 |
60.48% |
| SO
Han Meng Julian |
100,000,000 |
5.35% |
| TOTAL |
1,229,587,822 |
65.83% |
NO APPRAISAL RIGHTS
Under the NRS, stockholders are not entitled to appraisal rights
with respect to the Corporate Actions, and we will not provide our
stockholders with such rights.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except in their capacity as stockholders, none of our officers,
directors or any of their respective affiliates has any interest in
the Corporate Actions.
CORPORATE ACTION NO. 1
NAME CHANGE
On January 10, 2022, the Board and the Majority Stockholders
approved by written consent in lieu of a special meeting an
amendment to the Company’s Articles of Incorporation to change the
name of the Company to Marvion Inc. (the “Name Change
Amendment”).
Our Board and the Majority Stockholders believe that it is
advisable and in the Company’s best interests to authorize and
approve the Name Change Amendment in order to more accurately
reflect the changes in the Company’s business. After the Effective
Date, the Board intends to enter into discussions to acquire one or
more additional operating companies. We may also conduct private
placements of our securities to secure additional working capital
for the Company. Except as set forth above and in our other
disclosures filed with the Securities and Exchange Commission, as
of the date of this filing we do not have any definitive plans,
proposals or arrangements to issue any of the newly available
authorized shares of common stock for any purpose or which may
result in a change in control of the Company.
Vote Required
Section 78.045 of the NRS provides that proposed amendments to the
Articles of Incorporation must first be adopted by the Board and
then approved by the Majority Stockholders. On January 10, 2022,
our Board and the Majority Stockholders authorized, adopted and
approved by written consent in lieu of a special meeting the Name
Change Amendment. January 10, 2022, or the Record Date, was the
date for determining the stockholders entitled to receive notice of
and to vote on the proposed increase to our authorized capital.
The amendment to change our name will not be effective until the
date of effectiveness specified in the Amendment to the Articles of
Incorporation filed with the Nevada Secretary of State (which we
expect to be February 10, 2022, or thereafter) or the date on which
our Corporate Actions are approved by the Financial Industry
Regulatory Authority (FINRA), whichever is later (the “Effective
Date”). No further action on the part of stockholders is required
to authorize or effect the amendments to the Articles of
Incorporation.
CORPORATE ACTION NO. 2
INCREASE IN AUTHORIZED CAPITAL
On January 10, 2022, the Board and the Majority Stockholders
authorized, adopted and approved by written consent in lieu of a
special meeting an amendment to the Articles of Incorporation to
increase its authorized share capital from 2,000,000,000 to
300,000,000,000 shares, consisting of 270,000,000,000 shares of
common stock, par value $0.001, and 30,000,000 shares of preferred
stock, par value $0.0001. The proposed amendment to our Articles of
Incorporation is included in the Certificate of Amendment, which is
attached hereto as Exhibit 1. The general purpose and effect
of this amendment to our Articles of Incorporation is to increase
our authorized share capital, which we believe will enhance our
ability to finance the development and operation of our
business.
Reasons For The Increase In Authorized Capital
Our Board authorized and approved the proposed amendment to our
Articles of Incorporation to increase our authorized share capital
so that such shares will be available for issuance for general
corporate purposes, including financing activities, without the
requirement of further action by our stockholders. Potential uses
of the additional authorized shares may include, but are not
limited to, public or private offerings, conversions of convertible
securities, issuance of options pursuant to employee stock option
plans, acquisition transactions and other general corporate
purposes. Increasing the authorized number of shares of our common
stock will give us greater flexibility and will allow us to issue
such shares, in most cases, without the expense or delay of seeking
stockholder approval. We are at all times investigating additional
sources of financing, business candidates and other opportunities
which our Board believes will be in our best interests and in the
best interests of our stockholders. We may also conduct one or more
private placements of our securities to secure additional working
capital for the Company. Except as set forth above and in our other
disclosures filed with the Securities and Exchange Commission, as
of the date of this filing we do not have any definitive plans,
proposals or arrangements to issue any of the newly available
authorized shares of common stock for any purpose or which may
result in a change in control of the Company.
Effect of the Increase in Authorized Capital; Anti-Takeover
Implications
The amendment to our Articles of Incorporation to increase our
authorized share capital will not have any immediate effect on the
rights of existing stockholders. However, our Board will have the
authority to issue shares of our Common Stock and Preferred Stock
without requiring future stockholder approval of such issuances,
except as may be required by applicable law or exchange
regulations. To the extent that additional shares of Common Stock
are issued in the future, such issuance will decrease the existing
stockholders' percentage equity ownership, dilute the earnings per
share and book value per share of outstanding shares of Common
Stock and, depending upon the price at which they are issued, could
be dilutive to the existing stockholders.
Although the increase in authorized capital is prompted by business
and financial considerations, stockholders nevertheless should be
aware that such increase could facilitate future efforts by our
management to deter or prevent a change in control of the Company.
By way of example, our management could issue additional shares to
dilute the stock ownership and the voting power of persons seeking
to obtain control of the Company or shares could be issued to
purchasers who would support the Board in opposing a takeover
proposal. In addition, the increase in authorized shares may have
the effect of delaying or discouraging a challenge for control or
make it less likely that such a challenge, if attempted, would be
successful, including challenges that are favored by a majority of
the stockholders or in which the stockholders might otherwise
receive a premium for their shares over then-current market prices
or benefit in some other manner. The Board and executive officers
of the Company have no knowledge of any current effort to obtain
control of the Company or to accumulate large amounts of Common
Stock.
We may also conduct one or more private placements of our
securities to secure additional working capital for the Company.
Except as set forth above and in our other disclosures filed with
the Securities and Exchange Commission, the Board has no current
plans to use any of the additional shares of Common Stock that will
become available when the increase in authorized capital occurs to
deter or prevent a change of control of the Company.
The amendment to increase our authorized capital will not be
effective until the Effective Date. No further action on the part
of stockholders is required to authorize or effect the amendments
to the Articles of Incorporation.
Anti-Takeover Provisions of Nevada State Law
Certain anti-takeover provisions of Nevada law could have the
effect of delaying or preventing a third-party from acquiring us,
even if the acquisition arguably could benefit our
stockholders.
Nevada’s “combinations with interested stockholders” statutes, NRS
78.411 through 78.444, inclusive, prohibit specified types of
business “combinations” between certain Nevada corporations and any
person deemed to be an “interested stockholder” for two years after
such person first becomes an “interested stockholder” unless the
corporation’s board of directors approves the combination, or the
transaction by which such person becomes an “interested
stockholder”, in advance, or unless the combination is approved by
the board of directors and sixty percent of the corporation’s
voting power not beneficially owned by the interested stockholder,
its affiliates and associates. Further, in the absence of prior
approval certain restrictions may apply even after such two-year
period. However, these statutes do not apply to any combination of
a corporation and an interested stockholder after the expiration of
four years after the person first became an interested stockholder.
For purposes of these statutes, an “interested stockholder” is any
person who is (1) the beneficial owner, directly or indirectly, of
ten percent or more of the voting power of the outstanding voting
shares of the corporation, or (2) an affiliate or associate of the
corporation and at any time within the two previous years was the
beneficial owner, directly or indirectly, of ten percent or more of
the voting power of the then outstanding shares of the corporation.
The definition of the term “combination” is sufficiently broad to
cover most significant transactions between a corporation and an
“interested stockholder.” These statutes generally apply to Nevada
corporations with 200 or more stockholders of record. However, a
Nevada corporation may elect in its articles of incorporation not
to be governed by these particular laws, but if such election is
not made in the corporation’s original articles of incorporation,
the amendment (1) must be approved by the affirmative vote of the
holders of stock representing a majority of the outstanding voting
power of the corporation not beneficially owned by interested
stockholders or their affiliates and associates, and (2) is not
effective until 18 months after the vote approving the amendment
and does not apply to any combination with a person who first
became an interested stockholder on or before the effective date of
the amendment. Our Articles of Incorporation provide that we will
not be governed by the provisions of NRS 78.411 through 78.444,
inclusive.
Nevada’s “acquisition of controlling interest” statutes, NRS 78.378
through 78.379, inclusive, contain provisions governing the
acquisition of a controlling interest in certain Nevada
corporations. These “control share” laws provide generally that any
person that acquires a “controlling interest” in certain Nevada
corporations may be denied voting rights, unless a majority of the
disinterested stockholders of the corporation elects to restore
such voting rights. Absent such provision in our bylaws, these laws
would apply to us as of a particular date if we were to have 200 or
more stockholders of record (at least 100 of whom have addresses in
Nevada appearing on our stock ledger at all times during the 90
days immediately preceding that date) and do business in the State
of Nevada directly or through an affiliated corporation, unless our
articles of incorporation or bylaws in effect on the tenth day
after the acquisition of a controlling interest provide otherwise.
These laws provide that a person acquires a “controlling interest”
whenever a person acquires shares of a subject corporation that,
but for the application of these provisions of the NRS, would
enable that person to exercise (1) one fifth or more, but less than
one third, (2) one third or more, but less than a majority or (3) a
majority or more, of all of the voting power of the corporation in
the election of directors. Once an acquirer crosses one of these
thresholds, shares which it acquired in the transaction taking it
over the threshold and within the 90 days immediately preceding the
date when the acquiring person acquired or offered to acquire a
controlling interest become “control shares” to which the voting
restrictions described above apply. Our Articles of Incorporation
provide that we will not be governed by the provisions of NRS
78.378 through 78.379, inclusive.
Nevada law also provides that directors may resist a change or
potential change in control if the directors determine that the
change is opposed to, or not in the best interests of, the
corporation. The existence of the foregoing provisions and other
potential anti-takeover measures could limit the price that
investors might be willing to pay in the future for shares of our
common stock. They could also deter potential acquirers of our
Company, thereby reducing the likelihood that you could receive a
premium for your common stock in an acquisition.
Certain Article and Bylaws Provisions
Our Amended Articles of Incorporation and Bylaws
provide that:
| |
– |
Our board of directors are specifically empowered, without
stockholder approval, to issue up to 30,000,000 shares of preferred
stock with voting, liquidation, conversion, or other rights that
could be superior to and adversely affect the rights of the holders
of the common stock. Among other rights, our board of directors may
determine, without further vote or action by our stockholders:
|
|
· |
the number of shares
and the designation of any series of preferred
securities; |
|
· |
whether to pay
dividends on such series and, if so, the dividend rate, whether
dividends will be cumulative and, if so, from which date or dates,
and the relative rights of priority of payment of dividends on
shares of the series; |
|
· |
whether such series
will have voting rights in addition to the voting rights provided
by law and, if so, the terms of the voting rights; |
|
· |
whether such series
will be convertible into or exchangeable for shares of any other
class or series of stock and, if so, the terms and conditions of
conversion or exchange; |
|
· |
whether or not the
shares of such series will be redeemable and, if so, the dates,
terms and conditions of redemption and whether there will be a
sinking fund for the redemption of that series and, if so, the
terms and amount of the sinking fund; and |
|
· |
the
rights of the shares of such series in the event of our voluntary
or involuntary liquidation, dissolution or winding up and the
relative rights or priority, if any, of payment of shares of such
series. |
| |
|
|
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– |
A
majority of the outstanding shares of the Corporation entitled to
vote, represented in person or any proxy, shall constitute a quorum
at a meeting of stockholders; |
| |
|
|
| |
– |
Our
stockholders may not call special meetings of our stockholders
unless they not less than ten percent of the outstanding shares
entitled to vote at a meeting of
stockholders. |
| |
– |
Subject to certain limitations, our directors
have the power to adopt, amend or repeal our bylaws without
stockholders approval; |
| |
– |
Our
stockholders may not cumulate votes in the election of directors;
and |
| |
– |
We
will indemnify directors and officers against losses that they may
incur in investigations and legal proceedings resulting from their
services to us, which may include services in connection with
takeover defense measures and advance such expenses on their behalf
prior to final adjudication of whether such directors and officers
were entitled to indemnification. |
These provisions of our Amended Articles of Incorporation or Bylaws
may have the effect of delaying, deferring or discouraging another
person or entity from acquiring control of us.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information with respect to
the beneficial ownership of our common stock, as of January 10,
2021, for: (i) each of our named executive officers; (ii) each of
our directors; (iii) all of our current executive officers and
directors as a group; and (iv) each person, or group of affiliated
persons, known by us to be the beneficial owner of more than 5% of
our outstanding shares of common stock.
Except as indicated in footnotes to this table, we believe that the
stockholders named in this table will have sole voting and
investment power with respect to all shares of common stock shown
to be beneficially owned by them, based on information provided to
us by such stockholders. Unless otherwise indicated, the address
for each director and executive officer listed is: c/o Bonanza
Goldfields Corp., 37th Floor, Singapore Land Tower, 50
Raffles Place, Singapore 048623.
|
|
|
Common Stock Beneficially
Owned |
|
Series A Preferred
Stock Owned |
|
Series B Preferred
Stock Owned |
|
Series C Preferred
Stock Owned |
|
Name and Address of Beneficial
Owner |
|
Number of Shares
and Nature of
Beneficial
Ownership |
|
|
Percentage of
Total Common
Equity (1) |
|
Number of Shares
and Nature of
Beneficial
Ownership |
|
Percentage of
Total Series A Preferred
Equity (1) |
|
Number of Shares
and Nature of
Beneficial
Ownership |
|
Percentage of
Total Series B Preferred
Equity (1) |
|
Number of Shares
and Nature of
Beneficial
Ownership |
|
Percentage of
Total Series C Preferred
Equity (1) |
| Man Chung CHAN |
|
|
– |
|
|
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
| Herbert Ying Chiu LEE (2) |
|
|
1,129,587,822 |
|
|
|
60.48% |
|
10,000,000 |
|
100% |
|
337,000
|
|
92%
|
|
1
|
|
100%
|
| Tee Soo TAN |
|
|
– |
|
|
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
| Julian Han Meng SO (3) |
|
|
100,000,000 |
|
|
|
5.35% |
|
|
|
|
|
|
|
|
|
|
|
|
All executive officers and directors as a
Group (4 persons) |
|
|
1,229,587,822 |
|
|
|
65.83% |
|
10,000,000 |
|
100% |
|
337,000
|
|
92%
|
|
1
|
|
100%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5% or Greater Stockholders: |
|
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|
|
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|
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|
|
|
|
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|
|
|
| - |
|
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– |
|
|
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– |
|
– |
|
– |
|
– |
|
– |
|
– |
|
– |
________________
| (1) |
|
Applicable percentage ownership is based on
1,867,681,876 shares of common stock outstanding as of January 10,
2022, together with securities exercisable or convertible into
shares of common stock within 60 days of January 10, 2022.
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. Shares of
common stock that a person has the right to acquire beneficial
ownership of upon the exercise or conversion of options,
convertible stock, warrants or other securities that are currently
exercisable or convertible or that will become exercisable or
convertible within 60 days of January 10, 2022, are deemed to be
beneficially owned by the person holding such securities for the
purpose of computing the number of shares beneficially owned and
percentage of ownership of such person, but are not treated as
outstanding for the purpose of computing the percentage ownership
of any other person. |
| (2) |
|
Herbert Ying Chiu Lee, our Director, owns
1,129,587,822 shares of our common stock, 10,000,000 shares of our
Series A Preferred Stock, 337,000 shares of our Series B Preferred
Stock and 1 share of Series C Preferred Stock. He is entitled to an
additional 129,860,254,628 shares of our common stock in connection
with our acquisition of Marvion Holdings Limited. Each Series of
preferred stock has the voting rights, powers, preferences and
privileges more fully described in the section entitled
“Description of Registrant’s Securities to be
Registered.” |
| (3) |
|
Julian Han Meng So, our Director, owns
100,000,000 shares of our common stock. He is also the
Chief Executive Officer of Marvion Private Limited. He is entitled
to an additional 8,608,462,003 shares of our common stock in
connection with our acquisition of Marvion Holdings
Limited. |
CHANGE IN CONTROL
Change in Control
On August 27, 2021, Ms. Bauman and her affiliated entities sold to
Herbert Ying Chiu Lee 11,823,000 shares of the Company’s common
stock, 10,000,000 shares of the Company’s Series A Preferred Stock,
337,000 shares of the Company’s Series B Preferred Stock and 1
share of the Company’s Series C Preferred Stock for aggregate
consideration of Three Hundred Eighty Thousand Dollars ($380,000).
The funds came from the personal funds of Mr. Lee, and was not the
result of a loan. In connection with the sale of Ms. Bauman and her
affiliated entities’ securities, Ms. Bauman resigned from all of
her positions with the Company and appointed Man Chung CHAN to
serve as Chief Executive Officer, Chief Financial Officer,
Secretary and Director and Herbert Ying Chiu LEE and Tee Soo TAN as
directors of the Company. It is our understanding that the
purchaser is not a U.S. Person within the meaning of Regulations S.
Accordingly, the shares are being sold pursuant to the exemption
provided by Section 4(a)(2) of the Securities Act of 1933, as
amended, Regulation D and Regulation S promulgated thereunder.
On October 18, 2021, we acquired all of the issued and outstanding
shares of Marvion Holdings Limited, a British Virgin Islands
limited liability company, or Marvion, from Lee Ying Chiu Herbert
and So Han Meng Julian, the shareholders of Marvion, in exchange
for 139,686,481,453 shares of our issued and outstanding common
stock, all in accordance with the terms of that certain Share
Exchange Agreement and Confirmation. The Company has issued
1,217,764,822 shares of common stock and will increase the
authorized share to issue the remaining 138,468,716,631 shares of
its common stock. In connection with the acquisition, So Han Meng
Julian was appointed to serve as the Chief Executive Officer of
Marvion Private Limited and a director of the Company. The Company
relied on the exemption from registration pursuant to Section 4(2)
of, and Regulation D and/or Regulation S promulgated under the Act
in selling the Company’s securities to the shareholders of Marvion.
The foregoing descriptions of the Share Exchange Agreement and the
Confirmation are not complete and are qualified in their entirety
by reference to the complete text of the Share Exchange Agreement
and Confirmation, which are incorporated herein by reference and
attached hereto as Exhibits 10.1 and 10.2 to the Registration
Statement on Form 10 filed with the Securities and Exchange
Commission on October 26, 2021.
FORWARD-LOOKING STATEMENTS
This Information Statement may contain certain “forward-looking”
statements (as that term is defined in the Private Securities
Litigation Reform Act of 1995 or by the U.S. Securities and
Exchange Commission in its rules, regulations and releases)
representing our expectations or beliefs regarding our company.
These forward- looking statements include, but are not limited to,
statements regarding our business, anticipated financial or
operational results and objectives. For this purpose, any
statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without
limiting the generality of the foregoing, words such as “may,”
“will,” “expect,” “believe,” “anticipate,” “intend,” “could,”
“estimate,” “might,” or “continue” or the negative or other
variations thereof or comparable terminology are intended to
identify forward-looking statements. These statements, by their
nature, involve substantial risks and uncertainties, certain of
which are beyond our control, and actual results may differ
materially depending on a variety of important factors, including
factors discussed in this and other filings of ours with the
Securities and Exchange Commission.
GENERAL INFORMATION
BONZ will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing.
BONZ will reimburse brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending
this Information Statement to the beneficial owners of BONZ’s
common stock.
BONZ will deliver only one Information Statement to multiple
security holders sharing an address unless BONZ has received
contrary instructions from one or more of the security holders.
Upon written or oral request, BONZ will promptly deliver a separate
copy of this Information Statement and any future annual reports
and information statements to any security holder at a shared
address to which a single copy of this Information Statement was
delivered, or deliver a single copy of this Information Statement
and any future annual reports and information statements to any
security holder or holders sharing an address to which multiple
copies are now delivered. You should direct any such requests to
the following address: Bonanza Goldfields Corp., 37th Floor,
Singapore Land Tower, 50 Raffles Place, Singapore 048623. The
Secretary may also be reached by telephone at + 65 682997017.
ADDITIONAL AND AVAILABLE INFORMATION
BONZ is subject to the informational filing requirements of the
Exchange Act and, in accordance therewith, is required to file
periodic reports, proxy statements and other information with the
SEC relating to its business, financial condition and other
matters. Such reports, proxy statements and other information can
be inspected and copied at the public reference facility maintained
by the SEC at 100 F Street, N.E., Washington, D.C. 20549.
Information regarding the public reference facilities may be
obtained from the SEC by telephoning 1-800-SEC-0330. Our filings
are also available to the public on the SEC’s website
(www.sec.gov).
| Dated: January
11, 2022 |
By order of the Board of Directors
/s/ Man Chung CHAN
By: Man Chung CHAN
Chief Executive Officer, Chief Financial Officer and Secretary
|
Exhibit 1: Form of Certificate of Amendment to
Articles of Incorporation of the Company*.
*Filed herewith.
Exhibit 1
STATE OF NEVADA
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
Bonanza Goldfields Corp. (the “Corporation”), a corporation
organized and existing under and by virtue of the Nevada Revised
Statutes of the State of Nevada, does hereby certify:
FIRST: That the Articles of Incorporation of the Corporation
is hereby amended by amending and restating Article I to read as
follows:
The name of the Corporation shall Marvion Inc.
SECOND: That the Articles of Incorporation of the
Corporation is hereby amended by amending and restating the first
paragraph only of Article IV to read as follows:
Section 1. Authorized Shares. The aggregate number of shares which
the Corporation shall have authority to issue is three hundred
billion (300,000,000,000) shares, consisting of two classes to be
designated, respectively, “Common Stock” and “Preferred Stock,”
with all such shares having a par value of $.0001 per share. The
total number of shares of Common Stock that the Corporation shall
have authority to issue is two hundred seventy billion
(270,000,000,000) shares. The total number of shares of Preferred
Stock that the Corporation shall have authority to issue is thirty
million (30,000,000) shares. The Preferred Stock may be issued in
one or more series, each series to be appropriately designated by a
distinguishing letter or title, prior to the issuance of any shares
thereof. The voting powers, designations, preferences, limitations,
or restrictions thereof, of the Preferred Stock shall hereinafter
be prescribed by resolution of the board of directors pursuant to
Section 3 of this Articles IV.
THIRD: The vote by which the stockholders holding shares in
the corporation entitling them to exercise at least a majority of
the voting power, or such greater proportion of the voting power as
required in the case of a vote by classes or series, or as may be
required by the provisions of the articles of incorporation have
voted in favor of the amendment is 65.83%.
IN WITNESS WHEREOF, said corporation has caused this
certificate to be signed this ____th day of _________, 2022.
| |
By: ______________________ |
| |
Man Chung CHAN
Chief Executive Officer, Chief Financial Officer and
Secretary
|
| |
|
Bonanza Goldfields (PK) (USOTC:BONZ)
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