Attached files
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EX-32.1 - EX-32.1 - BRIGHTLANE CORP. | ex-32_1.htm |
EX-31.1 - EX-31.1 - BRIGHTLANE CORP. | ex-31_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2015
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________to ________
Commission File Number: 000-54027
BONANZA GOLD CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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20-8560967
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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3270 Sul Ross, Houston, Texas 77098
(Address of principal executive offices) (Zip Code)
(713) 299-0100
(Registrant’s telephone number, including area code)
_____________________
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
As of August 28, 2015, the registrant had 6,923,005 shares of common stock outstanding.
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FINANCIAL INFORMATION
BONANZA GOLD CORP.
INDEX TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2015
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4
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5
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6
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7
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BONANZA GOLD CORP.
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March 31,
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December 31,
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|||||||
2015
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2014
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|||||||
(Unaudited)
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(Audited)
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|||||||
ASSETS
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||||||||
Current Assets
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||||||||
Total current assets
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$
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-
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$
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-
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||||
Equipment, net of accumulated depreciation of $2,481 and $2,239
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425
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667
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||||||
TOTAL ASSETS
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425
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667
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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||||||||
LIABILITIES
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||||||||
Current Liabilities
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||||||||
Accounts payable
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$
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52,871
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$
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52,657
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||||
Accrued expenses
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26,200
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22,000
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||||||
Total current liabilities
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79,071
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74,657
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||||||
TOTAL LIABILITIES
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79,071
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74,657
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||||||
Commitments and Contingencies (Note 3)
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-
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-
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||||||
STOCKHOLDERS' DEFICIT
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||||||||
Common stock, par $0.001, 250,000,000 shares authorized, 6,923,005 shares issued and outstanding at March 31, 2015 (Unaudited) and December 31, 2014 (Audited), respectively
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6,923
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6,923
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||||||
Additional paid in capital
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1,150,570
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1,150,570
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Accumulated deficit
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(1,236,139
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)
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(1,231,483
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)
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TOTAL STOCKHOLDERS' DEFICT
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(78,646
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)
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(73,990
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)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$
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425
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$
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667
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The accompanying notes to the unaudited condensed financial statements are an integral part of these statements.
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BONANZA GOLD CORP.
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(UNAUDITED)
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Three Months Ended March 31,
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||||||||
2015
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2014
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|||||||
REVENUE
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$
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-
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$
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-
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||||
OPERATING EXPENSES
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||||||||
Selling, general and administrative
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4,656
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40,205
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NET OPERATING LOSS
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(4,656
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)
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(40,205
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)
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OTHER INCOME (EXPENSE)
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-
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-
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||||||
NET LOSS BEFORE INCOME TAXES
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(4,656
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)
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(40,205
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)
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PROVISION FOR INCOME TAXES
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-
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-
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NET LOSS
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$
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(4,656
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)
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$
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(40,205
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)
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OTHER COMPREHENSIVE INCOME (LOSS)
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||||||||
Foreign currency translation gain (loss)
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-
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(725
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)
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TOTAL COMPREHENSIVE LOSS
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$
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(4,656
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)
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$
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(40,930
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)
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Net Loss Per Share: Basic and Diluted
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$
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(0.00
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)
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$
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(0.01
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)
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Weighted Average Number of Shares Outstanding: Basic and Diluted
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6,923,005
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6,194,125
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The accompanying notes to the unaudited condensed financial statements are an integral part of these statements.
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BONANZA GOLD CORP.
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(UNAUDITED)
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Three Months Ended March 31,
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||||||||
2015
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2014
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|||||||
Cash Used In Operating Activities:
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||||||||
Net loss for the year
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$
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(4,656
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)
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$
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(40,205
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)
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Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
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||||||||
Depreciation expense
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242
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242
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Changes in Assets and Liabilities
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||||||||
Accounts payable
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214
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2,372
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Accrued expenses
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4,200
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4,600
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Accrued payroll
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-
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(5,970
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)
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Net Cash Used In Operating Activities
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-
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(38,961
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)
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Cash Flows from Investing Activities:
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||||||||
Net Cash Used In Investing Activities
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-
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-
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Cash Flows from Financing Activities:
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||||||||
Proceeds from sale of common stock
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-
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35,000
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Net Cash Provided by Financing Activities
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-
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35,000
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||||||
Effect of Exchange Rate changes on cash and cash equivalents
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-
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(725
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)
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Net Decrease in Cash and Cash Equivalents
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-
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(4,686
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)
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|||||
Cash and Cash Equivalents - Beginning
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-
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5,457
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||||||
Cash and Cash Equivalents - Ending
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$
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-
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$ |
771
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Supplemental disclosures:
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||||||||
Cash paid for interest
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$
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-
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$
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-
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Cash paid for income taxes
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$
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-
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$
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-
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The accompanying notes to the unaudited condensed financial statements are an integral part of these statements.
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BONANZA GOLD CORP.
MARCH 31, 2015
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Organization and Business
Bonanza Gold Corp. (“we” the “Company” or the “Registrant”) was incorporated under the laws of the State of Delaware in December 2006 under the name “Cold Gin Corporation.” Effective December 10, 2010, we transitioned our business focus from that of a developer of Internet media for martial arts to a company engaged in the exploration and mining of minerals. On December 27, 2010, we entered into an Agreement and Plan of Reorganization with Bonanza Gold Corp., a wholly-owned subsidiary of the Company, pursuant to which we merged with and into Bonanza Gold Corp, with Bonanza Gold Corp. being the surviving corporation.
Basis of Presentation
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended March 31, 2015 are not necessarily indicative of the results for the full years. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited combined financial statements and the footnotes thereto for the fiscal year ended December 31, 2014 originally filed on Form 10-K with the Securities and Exchange Commission (the “SEC”) on September 2, 2015. All activities of the Company to date relate to its organization, initial funding and share issuances. The accompanying financial statements have been prepared in accordance with generally accepted accounting principles.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses of approximately $1,236,000, has not yet produced revenues from operations, has no operations, and has a working capital deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. Management anticipates that it will be able to raise additional working capital through the issuance of stock and through additional loans and advances from investors.
The ability of the Company to continue as a going concern is dependent upon the Company’s ability to attain a satisfactory level of profitability and obtain suitable and adequate financing. There can be no assurance that management's plan will be successful.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
For the purpose of the financial statements cash equivalents include all highly liquid investments with an original maturity of three months or less. Cash and cash equivalents were $0 at March 31, 2015 and December 31, 2014, respectively.
Cash Flows Reporting
The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230 to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.
Commitments and Contingencies
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies at March 31, 2015 and December 31, 2014.
Deferred Income Taxes and Valuation Allowance
The Company accounts for income taxes under ASC 740, Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at March 31, 2015 or December 31, 2014.
Earnings (Loss) Per Share
The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic income (loss) per share is calculated by dividing the Company’s net income (loss) applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. For the three month periods ended March 31, 2015 and 2014, the effect of common stock equivalents has been excluded from the calculation of diluted earnings per share as their effect would be anti-dilutive.
Financial Instruments
The Company's balance sheet includes certain financial instruments: primarily accounts payable and accrued expenses. The carrying amounts of current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
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·
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Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities
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·
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Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
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·
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Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
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Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2015.
Recently Issued Accounting Pronouncements
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.
We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.
NOTE 4 – SHAREHOLDERS’ EQUITY
Common Stock
The Company has 250,000,000 authorized common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
During the period ended December 31, 2014, 800,000 shares of restricted common stock were issued in exchange for $160,000.
Each Unit consists of one share of common stock of the Company and one common share purchase warrant subject to adjustment. One Warrant shall be non-transferable and shall entitle the holder thereof to purchase one share of common stock of the Company, as presently constituted, for a period of three (3) years commencing from the closing, at a price of $1.25 per Warrant Share.
There were 6,923,005 common shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively.
Warrants
The following table shows the Company's warrants that are outstanding:
Issue Date
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Expiration Date
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Number of Warrant
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Remaining Life
(in Years) |
||||||
9/4/2012
|
9/3/2016
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750,000
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1.43
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||||||
12/3/2012
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12/2/2016
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225,000
|
1.68
|
||||||
5/13/2013
|
5/12/2017
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175,000
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2.12
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||||||
5/14/2013
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5/13/2017
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225,000
|
2.12
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||||||
7/25/2013
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7/24/2017
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225,000
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2.32
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||||||
1/9/2014
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1/8/2018
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175,000
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2.78
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||||||
1,775,000
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As of March 31, 2015, the Company had issued 1,775,000 warrants that are exercisable at $1.25 per warrant for one share of common stock and remain outstanding, with an average remaining life of 2.07 years.
The Company has no other potentially dilutive securities as of March 31, 2015 or December 31, 2014.
NOTE 5 – INCOME TAXES
At March 31, 2015, the Company had net operating loss carry forwards ("NOLs") aggregating approximately $1,236,000 which begin to expire in 2026. The utilization of these NOLs may become subject to limitations based on past and future changes in ownership of the Company pursuant to Internal Revenue Code Section 382.
The Company records a valuation allowance against deferred tax assets to the extent that it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. The Company does not believe that it will be able to utilize its NOLs and as such, a valuation allowance for the full amount of the deferred tax assets has been established at March 31, 2015. As a result of this valuation allowance there are no income tax benefits reflected in the accompanying statement of operations to offset pre-tax losses.
The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of March 31, 2015, the Company has incurred net losses of approximately $1,236,000 resulting in a net operating loss for income tax purposes. The loss results in a deferred tax asset of approximately $432,600 at the effective statutory rate of 35%. The deferred tax asset has been off-set by an equal valuation allowance.
March, 31
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
Deferred tax asset, generated from net operating loss at statutory rates
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$
|
432,600
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$
|
431,000
|
||||
Valuation allowance
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(432,600
|
)
|
(431,000
|
)
|
||||
$
|
-
|
$
|
-
|
The reconciliation of the effective income tax rate to the federal statutory rate is as follows:
Federal income tax rate
|
35.0
|
%
|
||
Increase in valuation allowance
|
(35.0
|
%)
|
||
Effective income tax rate
|
0.0
|
%
|
The Company has no uncertain tax positions as of March 31, 2015.
Income taxes for the years ended December 31, 2014 and 2013 remain subject to examination.
NOTE 6 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation the below listed events/transactions occurred and require adjustment or disclosure.
On July 14, 2015, the Company’s Board of Directors, not subject to stockholder approval, approved the Amendment and Restatement of Outstanding Warrants. The amendments extend the expiry date for a period of one year and add a provision for cashless exercise.
The following table shows the Company's warrants that have been amended:
Issue Date
|
Amendment Date
|
Expiry Date
|
Number of Warrants
|
||||
Amended and restated warrant certificate No.1006
|
7/25/2013
|
7/14/2015
|
7/24/2017
|
225,000
|
|||
Amended and restated warrant certificate No.1006
|
5/13/2013
|
7/14/2015
|
5/12/2017
|
175,000
|
|||
Amended and restated warrant certificate No.1006
|
5/14/2013
|
7/14/2015
|
5/13/2017
|
225,000
|
|||
Amended and restated warrant certificate No.1103
|
9/4/2012
|
7/14/2015
|
9/3/2016
|
750,000
|
|||
Amended and restated warrant certificate No.1104
|
12/3/2012
|
7/14/2015
|
12/3/2016
|
225,000
|
|||
Amended and restated warrant certificate No.1105
|
1/9/2014
|
7/14/2015
|
1/8/2018
|
175,000
|
|||
1,775,000
|
The following analysis of our financial condition and results of operations for the period January 1, 2015 through March 31, 2015 should be read in conjunction with the financial statements, including footnotes, and other information presented elsewhere in this Report on Form 10-Q and the risk factors and the financial statements for the year ended December 31, 2014 and the other information set forth in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on September 2, 2015. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Where possible, we have tried to identify these forward looking statements by using words such as “anticipate,” “believe,” “intends,” or similar expressions. Our actual results could differ materially from those anticipated by the forward-looking statements due to important factors and risks including, but not limited to, those set forth under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 2, 2015.
Company Overview
The Company was incorporated under the laws of the State of Delaware in December 2006 under the name “Cold Gin Corporation.” On December 27, 2010, we entered into an Agreement and Plan of Reorganization with Bonanza Gold Corp., a wholly-owned subsidiary of the Company, pursuant to which we merged with and into Bonanza Gold Corp., with Bonanza Gold Corp. being the surviving corporation. In connection with the reincorporation merger we changed our domicile from Delaware to Nevada, our name to Bonanza Gold Corp. and each outstanding share of our common stock was exchanged for one hundred fifty shares of the common stock of the Nevada entity. Thereafter, our trading market experienced some unusual activity. In an effort to stabilize the market, we effectuated a 150:1 reverse stock split on January 5, 2011.
In the fourth quarter of 2014, we decided to seek a take-over candidate in an attempt to enhance shareholder value. In the third quarter of 2015, Brightlane Acquisition Corp. entered into an agreement to acquire a controlling interest in the Company from existing shareholders.
Recent Developments
In connection with the aforementioned change of control, we have been advised that our business model will transition into a rent –to-own real estate model in which we will enter into contracts for deeds in which tenants can lease their single-family homes. Once the tenants fulfill their obligations under the contract, we are obligated to deliver the deed to them. In connection with this transition, we expect to acquire a portfolio of 332 contracts from Brightlane Housing Corp., a South Carolina Corp. We also expect to change our name to Brightlane Corp.
Results of Operations
Working Capital
March 31,
2015
|
December 31,
2014
|
|||||||
Current Assets
|
$
|
-
|
$
|
-
|
||||
Current Liabilities
|
$
|
79,071
|
$
|
74,657
|
||||
Working Capital Deficiency
|
$
|
(79,071
|
)
|
$
|
(74,657
|
)
|
Cash Flows
Three Months Ended March 31,
|
||||||||
2015
|
2014
|
|||||||
Cash Flows used in Operating Activities
|
$
|
-
|
$
|
(38,961
|
)
|
|||
Cash Flows used in Investing Activities
|
$
|
-
|
$
|
-
|
||||
Cash Flows from Financing Activities
|
$
|
-
|
$
|
35,000
|
||||
Net change in Cash During Period
|
$
|
-
|
$
|
(4,686
|
)
|
Results of Operations for the three months ended March 31, 2015 and 2014
For the three months ended March 31, 2015 and 2014, total revenues were $0 and net losses were $4,656 and $40,205, respectively. The net losses were attributable to operating expenses of $4,656 for the three months ended March 31, 2015 as compared to $40,205 in operating expenses for the same period in 2014. The decrease in operating expenses of approximately $35,500 is attributable to decreases in rent expense of $3,100, officer salary of $19,500 and professional fees of $12,100.
Liquidity and Capital Resources
At March 31, 2015 we had no cash and had a working capital deficit of $79,071. At March 31, 2015 our assets consisted of IT equipment with a net book value of $425.
Our net cash used in operating activities for the three months ended March 31, 2015 was $0. Our net cash used in operating activities for the three months ended March 31, 2014 was $38,961 and was primarily the result of our net loss of $40,205. Net cash used in investing activities for the three months ended March 31, 2015 and 2014 was $0. Our cash provided by financing activities for the three months ended March 31, 2015 was $0. Our cash provided by financing activities for the three months ended March 31, 2014 was $35,000 from the proceeds of a stock subscription that we received.
Our working capital deficiency at March 31, 2015 and December 31, 2014 was $79,071 and $74,657, respectively. The increased deficiency of $4,414 was attributable to an increase in accounts payable of $214 and accrued expenses of $4,200.
The amount of funds we will need to operate is subject to many factors, some of which are beyond our control. We have based our estimate on assumptions that may prove to be wrong. We may need to obtain additional funds sooner or in greater amounts than we currently anticipate. Potential sources of financing include strategic relationships, public or private sales of our shares or debt and other sources. We may seek to access the public or private equity markets when conditions are favorable due to our long-term capital requirements. We do not have any committed sources of financing at this time, and it is uncertain whether additional funding will be available when we need it on terms that will be acceptable to us, or at all. If we raise funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of our existing stockholders will be diluted. If we are not able to obtain financing when needed, we may be unable to carry out our business plan. As a result, we may have to significantly limit our operations and our business, financial condition and results of operations would be materially harmed.
Liquidity
We have no known demands or commitments and are not aware of any events or uncertainties as of March 31, 2015 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.
Capital Resources
We had no material commitments for capital expenditures as of March 31, 2015 and December 31, 2014.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies
We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed financial statements.
While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.
For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2014 Annual Report on Form 10-K.
Not applicable because the Company is a smaller reporting company.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer who is also our Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer who is also our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer who is also our Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2015, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.
For a full discussion of our internal control over financial reporting, please refer to Item 9A, "Controls and Procedures" in our 2014 Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Not applicable because the Company is a smaller reporting company.
1. Quarterly Issuances:
Other than as previously disclosed, we did not issue any unregistered securities during the quarter.
2. Subsequent Issuances:
Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.
None.
Not Applicable.
None.
(1) Filed herewith.
101 | Interactive Data File (Form 10-Q for the quarterly period ended September 30, 2012 furnished in XBRL). (1) |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
(1) Filed herewith.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BONANZA GOLD CORP.
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Date: September 2, 2015
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By:
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/s/ Steve Helm
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Steve Helm
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President and Chief Executive Officer
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(Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer)
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