BONANZA GOLDFIELD S-1/A Filing by BONZ-Agreements

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									                                                       As filed with the Securities and Exchange Commission on August 19, 2008
                                                                                                                                                       Registration No. 333-152273




                                                         UNITED STATES SECURITIES AND EXCHANGE COMMISSIO N
                                                                         Washington, D.C. 20549
                                                                              Form S-1/A
                                                                           Amendment No. 2

                                                                      REGISTRATIO N STATEMENT UNDER
                                                                        TH E SECURITIES ACT O F 1933
                                                                               UNITED STATES
                                                                         BONANZA GO LDFIELDS CORP.
                                                                   (Exact name of registrant as specified in its charter)


                             Nevada                                                       1000                                                26-2723015
                   (State or other jurisdiction of                            (Primary Standard Industrial                                   (I.R.S. Employer
                  incorporation or organization)                              Classification Code Number)                                 Identification Number)


                                                                            736 East Braeburn Drive
                                                                              Phoenix, AZ 85022
                                                               Telephone (602-488-4958) Facsimile 602-283-5122
                                                     (Address and telephone number of registrant’s principal executive offices)
                                                                                Transfer Online, Inc.
                                                                           317 SW Alder Street, 2 nd Floor
                                                                                Portland, OR 97204
                                                              Telephone (503) 227-2950 Facsimile (503) 227-6874
                                                            (Name, address and telephone number of agent for service)
                                                                                _____________
                                                                                   Copies to :
                                                                               JOSEPH I. EMAS
                                                                           1224 Washington Avenue
                                                                         M iami Beach, Florida 33139
                                                                        Telephone No.: (305) 531-1174
                                                                        Facsimile NO.: (305) 531-1274
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 41 5 under the Securities Act of 1933, check the following
box. 
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. 
If this form is a post -effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. 
If this form is a post -effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration stat ement number
of the earlier effective registration statement for the same offering. 
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. 
Large Accelerated Filer
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                                                                               Non-Accelerated Filer
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                                                                  CALC ULATION OF REGIS TRATION FEE
                                                                                                                                           Proposed
                                                                                                                     Proposed              Maximum
                                                                                                                     Maximum               Aggregate                   Amount of
           Title of Each Class of                                                         Amount to be               Offering              Offering                   Re gistration
         Securities to be Registe re d                                                     Registered                 Price (1)             Price (1)                     Fee (7)

Common Stock                                                                                 3,302,100                 $0.026               $85,000                      $4.00


Total:                                                                                       3,302,100                                                                       $4.00(2)

(1)
       Estimated solely for the purpose of calculating the registration fee required by Section 6(B) of the Securities Act and computed pursuant to Rule 457 under the Securities
       Act. No exchange or over the counter market exists for our common stock. The most recent price paid for our common stock in a private placement was $0.026. The selling
       shareholders will sell our shares at $0.026 per share until out share are quoted on the OT C Bulletin Board, and thereafter at prevailing market prices or privately negot iated
       prices. As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a tra ding market for our securities will ever develop.
(2)
        Previously paid.
The Registrant he reby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or
until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
TH E INFO RMATIO N IN THIS PROSPECTUS IS NO T CO MPLETE AND MAY BE CHANGED. TH E SELLING STOCKHOLDERS MAY NO T SELL THESE
SECURITIES UNTIL THE REGISTRATIO N STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSIO N IS EFFECTIVE. THIS
PROSPECTUS IS NO T AN O FFER TO SELL THESE SECURITIES AND IT IS NO T SOLICITING AN O FFER TO BUY THESE SECURITIES IN ANY
JURISDICTIO N WHERE THE O FFER O R SALE IS NO T PERMITTED.
.


                                                                  PROSPECTUS

                                                           Bonanza Gol dfields Corp.
                                                       3,302,100 shares of Common Stock
The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospec tus. Please refer to
―Selling Security holders‖ beginning on page 11.

The informat ion in this pros pectus is not complete and may be changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Co mmission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer
to buy these securities in any state where the offer o r sale is not permitted.

We are not selling any shares of common stock in this offering and therefore will not receive any proceeds from this offering . All costs
associated with this registration will be borne by us.

The selling shareholders will sell our shares at $0.026 per share until out share are quoted on the OTC Bu lletin Board, and t hereafter at
prevailing market prices or privately negotiated prices. As of the date of this prospectus, th ere is no public trading market for o ur common
stock and no assurance that a trading market fo r our securities will ever develop.

An i nvestment in our Common Stock invol ves significant risks. Investors shoul d not buy our Common Stock unless they can affor d to
lose their entire investment. See “Risk Factors” beginning on page 4.

NEITHER THE S ECURITIES AND EXCHANGE COMMISS ION NOR ANY STATE S ECURITIES COMMISS ION HAS
APPROVED OR DIS APPROVED OF THES E S ECURITIES OR DET ERMIN ED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRES ENTATION TO THE CON TRARY IS A CRIMINAL OFFENS E.
                           BONANZA GOLDFIELDS CORP.

                               TABLE OF CONTENTS

                                                                   Page No.
SUMMARY OF PROSPECTUS                                                    1
   General Information about Our Co mpany                                1
   The Offering                                                          2
SUMMARY FINANCIA L DATA                                                  3
RISK FA CTORS                                                            4
RISKS ASSOCIATED W ITH OUR COMPANY                                       4
RISKS ASSOCIATED W ITH THIS OFFERING                                     5
FORWARD-LOOKING STATEM ENTS                                             10
USE OF PROCEEDS                                                         11
SELLING SECURITY HOLDERS                                                11
PLAN OF DISTRIBUTION                                                    13
DESCRIPTION OF SECURITIES                                               15
INTEREST OF NAM ED EXPERTS AND COUNSEL                                  16
DESCRIPTION OF OUR BUSINESS                                             16
   Glossary                                                             17
   Summary                                                              18
   Acquisition of Mineral Claim                                         19
   Location, Access and Climate                                         19
   Previous Work                                                        19
   Geological Setting                                                   19
   Co mpetition                                                         20
   Co mpliance with Govern ment Regulations                             20
   Patents and Trademarks                                               20
   Need for Any government Approval of Principal Products               20
   Research and Development Costs during the Last Two Years             20
   Emp loyees and Employ ment Agreements                                20
DESCRIPTION OF PROPERTY                                                 21
LEGA L PROCEEDINGS                                                      21
MARKET FOR COMM ON EQUITY AND RELATED STOCKHOLDER MATTERS               21
FINA NCIA L STATEM ENTS                                                 22
MANAGEM ENT'S DISCUSSION A ND ANA LYSIS OR PLA N OF OPERATION           23
DIRECTOR, EXECUTIVE OFFICER, PROM OTER AND CONTROL PERSON               30
EXECUTIVE COMPENSATION                                                  32
SECURITY OWNERSHIP OF CERTAIN BENEFICIA L OWNER AND MANA GEM ENT        43
CERTAIN RELATIONSHIPS A ND RELATED TRANSACTIONS                         44
                                                          PROSPECTUS S UMMARY
          This summary highlights important information about our company and business. Because it is a summary, it may not contain all
of the information that is important to you. To understand this offering fully, you should read this entire prospectus and th e financial
statements and related notes included in this prospectus carefully, including the "Risk Factors" section. Unless the context requires
otherwise, “we”, “us”, “our”, “Bonanza” and “Bonanza Goldfields” are to Bonanza Goldfields Corp while the term " Bona nza Goldfields
" refers to Bonanza Goldfields Corp.” in its corporate capacity.
Summary

    General Information
         Bonanza Go ldfields Corp. was incorporated in the State of Nevada on March 6, 2008 to engage in the acquisition, explorat ion and
development of natural resource properties. We intend to use the net proceeds from this offering to develop our business operations. (See
"Business of the Company" and "Use of Proceeds".) We are an exp loration stage company with no revenues or operating history. The principal
executive offices are located at 736 East Braeburn Drive, Phoenix, Arizona 85022. The telephone number is (602-488-4958).
         Fro m inception until the date of this filing we have had limited operating activities. Our financial statements fro m inceptio n (March 6,
2008) through the period ended June 18, 2008 report no revenues and a net loss of $103,723. Our independent auditor has issued an audit
opinion for Bonanza Go ldfields Corp. which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
         Our mineral claim has been staked and we are in the process of initiating phase 1 of exp loration activ ities on the claim. We have not
yet commenced any exploration activ ities on the claims, however 400 assay tests were previous ly comp leted and tested by the prior o wners
who have provided us with all the results. Our property (BRB Mineral Claim) may not contain any reserves and funds that we sp end on
exploration will be lost. Even if we co mp lete our current exp loration program an d are successful in identify ing a mineral deposit we will be
required to expend substantial funds to bring our claim to production.
        There is no current public market for our securities. As our stock is not publicly traded, investors should be aware they probably will
be unable to sell their shares and their investment in our securities is not liquid.
About Us
        Our principal executive offices are located at executive offices are located at 736 East Braeburn Drive Ph oenix, Arizona 85022. Our
telephone number is (602) 488-4958.
         Our co mmon stock is not listed on any exchange or quoted on any similar quotation service, and there is currently no public market
for our co mmon stock. Management plans to apply to enable our common stock to be quoted on the OTC Bulletin Board.




                                                                         1
                                                                THE OFFERING
         This prospectus relates to the sale of up to 3,302,100 currently issued and outstanding shares of our common stock by the sellin g
security holders.
          We agreed to file a reg istration statement with the Co mmission in order to register the resale of the common shares issued to the
selling security holders.
        As of August 5, 2008, we had 10,300,000 shares of common stock outstanding. The number of shares registered under this prospe ctus
would represent approximately 32% of the total common stock outstanding.
          The common shares offered under this prospectus may not be sold by the selling security holders, except in negotiated transactions
with a bro ker-dealer o r market maker as principal or agent, or in privately negotiated transactions not involving a broker or deal er. As of the
date of this prospectus, we have not contacted or engaged any market maker. Information regard ing the selling security holder s, the common
shares they are offering to sell under this prospectus and the times and manner in which they may offer and sell those shares is provided in the
sections of this prospectus captioned "Selling Security Holders" and "Plan of Distribution."
         We will not commence seeking a market for our co mmon stock until the registration statements have cleared all co mments fro m the
Securities and Exchange Co mmission.




                                                                         2
                                                     SUMMARY FINANCIAL DATA
          The following selected financial data have been derived from the Co mpany ’s and its predecessor’s financial statements which have
been audited by Tarvaran, Askelson & Co mpany, CPAs, an independent registered public accounting firm, as of and for the perio d ended at
June 18, 2008, and the related statements of operations, stockholders’ equity and cash flows fro m inception March 6, 2008 through June 18,
2008 and for the period then ended. The summary financial data as of June 18, 2008, are derived fro m our audited financial statements, which
are included elsewhere in this prospectus. The condensed financial statements presented have been prepared on the same basis as our audited
financial statements and include all adjustments, consisting of normal and recurring adjustments, that we consider necessary for a fair
presentation of our financial position and operating results from inception March 6, 2008 through June 18, 2008 and for the period then ended.
The following data should be read in conjunction with ―Management’s Discussion and Analysis of Financial Condit ion and Results of
Operations‖ in this Prospectus and the Financial Statements and notes thereto included in this Prospectus.
                                                BONANZA GOLDFIELDS CORP.
                                           SUMMARY OF S TATEMENTS OF OPERATIONS
                                                                                                                       Period from
                                                                                                                      March 6, 2008
                                                                                                                      (Ince ption) to
                                                                                                                         June 18,
                                                                                                                           2008

         REVENUES                                                                                                                   0

         EXPENSES:
           Cost of Sales
           Consulting, Legal and Accounting                                                                                  30,886
           Stock co mpensation                                                                                               72,479

         TOTA L OPERATING EXPENSES                                                                                          103,365

         OTHER (INCOM E) AND EXPENSES:
           Interest expense                                                                                                      358
               Total other expense                                                                                               358


         NET LOSS                                                                                                           103,723


         NET LOSS PER COMMON SHARE - BASIC A ND DILUTED                                                                           .01


         WEIGHTED A VERA GE NUM BER OF SHARES OUTSTANDING - BASIC A ND
          DILUTED                                                                                                       10,300,000




                                                                      3
                                                                RIS K FACTORS
         We are subject to various risks that may materially harm our business, financial condition and results of operations. You sho uld
carefully consider the risks and uncertainties described below and the other information in this filing before deciding to pu rchase our
common stock. If any of these risks or uncertainties actually occurs, our busi ness, financial condition or operating results could be
materially harmed. In that case, the trading price of our common stock could decline and you could lose all or pa rt of your investment.
Risk Factors
        An investment in these securities involves an exceptionally h igh degree of risk and is ext remely speculative in nature. Follo win g are
what we believe to be all the material risks involved if you decide to purchase shares in this offering.
    Risks Associated With Our Company:
O ur auditors have issued a going concern opinion, therefore there is substantial uncertainty we will continue activities in wh ich case you
could lose your investment.
         Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing
business for the next t welve months. As such we may have to cease activities and you could lose your investment.
Because the probability of an individual prospect ever having reserves is extremely remote, any funds spent on exploration will probably be
lost.
         The probability of an individual prospect ever having reserves is extremely remote. In all probability the property does not contain any
reserves. As such, any funds spent on explorat ion will probably be lost which will result in a loss of your investment.
We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease
activities.
         We were incorporated in March 6, 2008 and we have not started our proposed business activities or realized any revenues. We have no
operating history upon which an evaluation of our future success or failure can be made. Our net loss was $103,723 fro m incep tion to June 18,
2008. Our ab ility to achieve and maintain profitability and positive cash flow is dependent upon:
         *
               our ability to locate a profitable mineral property
         *
               our ability to generate revenues
         *
               our ability to reduce explorat ion costs.
         Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses
associated with the research and explorat ion of our mineral properties. As a result, we may not generate revenues in the futu re. Failure to
generate revenues will cause us to suspend or cease activities.
Because we will have to spend additional funds to determine if we have a reserve, if we can't raise the money we will have to cease
operations and you could lose your investment.
         Even if we co mplete our current exp loration program and it is successful in identify ing a mineral deposit, we will have to spend
substantial funds on further drilling and engineering studies before we will know if we have a co mmercially viable mineral de posit, a reserve.
Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages, whic h could hurt
our financial position and possibly result in the failure of our business.
         The search for valuable minerals involves numerous hazards. As a result, we may beco me subject to liability for such hazards,
including pollut ion, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of
such liabilities may have a material adverse effect on our financial position.




                                                                         4
Because we are small and do not have much capital, we may have to limit our exploration activity which may result in a loss o f your
investment.
         Because we are s mall and do not have much capital, we must limit our exp loration activity. As such we may not be able to comp lete
an exploration program that is not as thorough as we would like. In that event, an existing reserve may go undiscovered. With out a reserve, we
cannot generate revenues and you will lose your investment.
We may not have access to all of the supplies and materials we need to begin exploration which could cause us to delay or sus pend activities
.
          Co mpetition and unforeseen limited s ources of supplies in the industry could result in occasional spot shortages of supplies, such as
dynamite, and certain equip ment such as bulldozers and excavators that we might need to conduct exp loration. We have not atte mpted to locate
or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this
offering is comp lete. If we cannot find the products and equipment we need, we will have to suspend our explo ration plans unt il we do find the
products and equipment we need.
Because our officers and directors have other outside business activities and will only be devoting approximately five hours per week to our
operations, our operations may be sporadic which may result in periodic i nterruptions or suspensions of exploration .
         Because our officers and directors have other outside business activities and will only be devoting five hours per week to our
operations, our operations may be sporadic and occur at times wh ich are convenient t o our officer and director. As a result, exploration of the
property may be period ically interrupted or suspended.
    Risks Associated With This Offering:
If a market for o ur commo n stock does not develop, shareholders may be unable to sell their shares and w ill incur losses as a result.

           There is currently no market for our co mmon stock and no certainty that a market will develop. We currently p lan to apply for listing
of our co mmon stock on the over the counter bulletin board upon the effectiveness of the reg istration statement, of which this prospectus forms
a part. Our shares may never trade on the bulletin board. If no market is ever developed for our shares, it will be difficult for shareholders to
sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.
A purchaser is purchasing penny stock which limits his or her ability to sell the stock.

           The shares offered by this prospectus constitute penny stock under the Exchange Act. The shares will rema in penny stock for the
foreseeable future. The classificat ion of penny stock makes it mo re d ifficult for a broker -dealer to sell the stock into a secondary market, thus
limit ing investment liquidity. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be
subject to rules 15g -1 through 15g-10 of the Exchange Act. Rather than creating a need to comp ly with those rules, some broker-dealers will
refuse to attempt to sell penny stock.
We are selling this offering without an underwriter and may be unable to sell any shares.

         This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell
them through our officers and directors, who will receive no co mmissions. They will offer the shares to friends, relatives, acquaintances and
business associates, however; there is no guarantee that they will be ab le to sell any of the shares. Unless they are success ful in selling all of the
shares and we receive the proceeds from this offering, we may have to seek alternative financing to imp lement our business plans.
We will be holding all the proceeds from the offering i n a standard bank checking account until all shares are sold. Because the shares are
not held in an escrow or trust account there is a risk your money will not be returned if all the shares are not sold.
         All funds received fro m the sale of shares in this offering will be deposited into a standard bank checking account until all shares are
sold and the offering is closed, at which time, the proceeds will be transferred to our business operating account. In the ev ent all shares are not
sold we have committed to promptly return all funds to the




                                                                           5
original purchasers. However since the funds will not be placed into an escrow, trust or other similar account, there can be no guarantee that
any third party creditor who may obtain a judgment or lien against us would not satisfy the judgment or lien by e xecuting on the bank account
where the offering proceeds are being held, resulting in a loss of any investment you make in our securities.
We will incur ongoing costs and expenses for SEC reporting and compliance. Without revenue we may not be able to remain in
compliance, making it difficult for investors to sell their shares, if at all.
           Our business plan allo ws for the payment of the estimated costs of this registration statement $30,000 to be paid fro m existing cash on
hand. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on FINRA ’s
Over the Counter Bulletin Board (OTCBB). As of the date of this prospectus, we have not contacted or engaged any market maker . To be
elig ible for quotation, issuers must remain current in their filings with the Securit ies and Exchange Co mmission. In order for us to remain in
compliance we will require future revenues to cover the cost of these filings, which could co mprise a substantial portion of our available cash
resources. If we are unable to generate sufficient revenues to remain in co mpliance it may be difficult for you to resell any shares you may
purchase, if at all.
Our officer and directors, beneficially owns 100% of the outstanding shares of our common stock. After the completion of this offering t hey
will own 68% of the outstanding shares. If they choose to sell their shares in the future, it might have an adverse effect on t he price of our
stock.
         Due to the amount of their o wnership in our co mpany, if they choose to sell their shares in the public market, the market price of our
stock could decrease and all shareholders suffer a dilution of the value of their stock.
Failure to achieve and maintain effective internal controls in accordance with section 404 of the Sarbanes -Oxley act could have a material
adverse effect on our business and operating results.
         It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and
reporting procedures required by the Sarbanes -Oxley Act. We may need to hire additional financial reporting, internal audit ing and other
finance staff in order to develop and implement appropriate addit ional internal controls, processes and reporting procedures. If we are unable to
comply with these requirements of the Sarbanes -Oxley Act, we may not be able to obtain the independent accountant certifications that the
Sarbanes-Oxley Act requires of publicly traded co mpanies.
          If we fail to co mply in a t imely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regard ing internal control
over financial report ing or to remedy any material weaknesses in our internal controls that we may identify, such failu re could result in material
misstatements in our financial statements, cause investors to lose confidence in our reported financial informat ion and have a negative effect on
the trading price of our co mmon stock.
          Pursuant to Section 404 o f the Sarbanes-Oxley Act and current SEC regulations, beginning with our September 30, 2008 report on
Form 10-Q fo r our fiscal period ending June 30, 2008, we will be required to prepare assessments regarding internal controls over financial
reporting and beginning with our annual report on Form 10-K for our fiscal period ending June 30, 2008, furn ish a report by our management
on our internal control over financial report ing. We have begun the process of documenting and testing our internal control pro cedures in order
to satisfy these requirements, which is likely to result in increased general and administrative expenses and may shift manag ement time and
attention from revenue-generating activities to compliance activit ies. While our management is expending significant resources in an effort to
complete this important project, there can be no assurance that we will be able to achieve our objective on a t imely basis. T here also can be no
assurance that our auditors will be able to issue an unqualified opin ion on management's assessment of the effectiveness of our internal control
over financial report ing. Failure to achieve and maintain an effective internal control environment or co mp lete our Section 404 certifications
could have a material adverse effect on our stock price.
         In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may
discover ―material weaknesses‖ in our internal controls as defined in standards established by the Public Co mpany Accounting Oversight
Board, or the PCAOB. A material weakness is a significant deficiency, or co mbination of significant deficiencies, that result s in more than a
remote likelihood that a material misstatement of the annual or interim fin ancial statements will not be prevented or detected. The PCA OB
defines ―significant deficiency‖ as a deficiency that results in mo re than a remote likelihood that a misstatement of the financial statements that
is more than inconsequential will not be prevented or detected.




                                                                         6
         In the event that a material weakness is identified, we will emp loy qualified personnel and adopt and implement policies and
procedures to address any material weaknesses that we identify. However, the process of designing and imp lementing effective internal
controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regu latory environments
and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public
company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify o r that we will
implement and maintain adequate controls over our financial process and reporting in the future.
          Any failure to co mp lete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we
may identify or to imp lement new or imp roved controls, or difficult ies encountered in their imp lementation, could harm our operating re sults,
cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also
adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any
material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our
internal control over financial reporting that are required under Sect ion 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also
cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our co mmon
stock.
                          RIS K FACTORS RELATING TO OUR COMMON STOCK AND THIS OFFERING
There is no p ublic (trading) market for our common stock and there is no assurance that t he common stock will ever trade on a recognized
exchange or dealers’ network; therefore, o ur investors may not be able to sell their shares.
           Our co mmon stock is not listed on any exchange or quoted on any similar quotation service, and there is currently no public market
for our co mmon stock. We have not taken any steps to enable our common stock to be quoted on the OTC Bu llet in Board, and can provide no
assurance that our common stock will ever be quoted on any quotation service or that any mar ket fo r our co mmon stock will ever develop. We
have not, as of the date of this prospectus, contacted or engaged any market maker. As a result, stockholders may be unable t o liquidate their
investments, or may encounter considerable delay in selling shares of our common stock. Neither we nor our selling stockholders have engaged
an underwriter for this offering, and we cannot assure you that any brokerage firm will act as a market maker of our securities. A trading
market may not develop in the future, and if one does develop, it may not be sustained. If an active trading market does develop, the market
price of our co mmon stock is likely to be highly volatile due to, among other things, the nature of our business and because we are a new public
company with a limited operating history. Further, even if a public market develops, the volume o f trading in our co mmon stock will
presumably be limited and likely be do minated by a few ind ividual stockholders. The limited volu me, if any, will make the price of our
common stock subject to manipulation by one or more stockholders and will significantly limit the number of shares that one ca n purchase or
sell in a short period of time. The market price of our co mmon stock may also fluctuate significantly in response to the follo win g factors, most
of which are beyond our control:
         
               variations in our quarterly operating results;
         
               changes in general economic conditions;
         
               changes in market valuations of similar co mpanies;
         
               announcements by us or our competitors of significant new contracts, acquisitions, strategic partnerships or joint ventures, or
               capital co mmit ments;
         
               loss of a major customer, partner or joint venture participant; and
         
               the addition or loss of key managerial and collaborative personnel.
          The equity markets have, on occasion, experienced significant price and volume fluctuations that have affected the market prices for
many co mpanies’ securities and that have often been unrelated to the operating performance of these companies. Any such fluctuations may
adversely affect the market price of our co mmon stock, regardless of our actual operating performance. As a result, stockhold ers may be unable
to sell their shares, or may be fo rced to sell them at a loss.




                                                                        7
Once publicly trading, the application of the “penny stock” rules could adversely affect the market price of our common sha res and
increase your transaction costs to sell those shares. The Securities and Exchange Commission has adopted rule 3a51 -1 which establishes
the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share
or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless
exempt, rule 15g-9 require:
         
               that a broker or dealer approve a person’s account for transactions in penny stocks; and
         
               the broker or dealer receive fro m the investor a written agreement to the transaction, setting forth the identity and quantit y of the
               penny stock to be purchased
         In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
         
               obtain financial info rmation and investment experience objectives of the person; and
         
               make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient
               knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
         The broker or dealer must also deliver, p rior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating
to the penny stock market, which, in h ighlight form:
         
               sets forth the basis on which the broker or dealer made the suitability det ermination; and
         
               that the broker or dealer received a signed, written agreement fro m the investor prior to the transaction.
         
               Generally, bro kers may be less willing to execute transactions in securities subject to the ―penny stock‖ rules. This may make it
               more difficult fo r investors to dispose of our common stock and cause a decline in the market value of our stock.
The market price for our common shares is particularly volatile given our status as a relatively unknown company with a small and thinly
traded public float, limited operating history and lack of profits which could lead to wide fluctuations in our share price. The price at which
you purchase our common shares may not be indicative of the price that will prevail in the t rading market. You may be una ble to sell your
common shares at or above your purchase price, which may result in substantial losses to you.
          The market for our co mmon shares is characterized by significant price volatility when co mpared to seasoned issuers, and we expect
that our share price will continue to be more volatile than a seasoned issuer for the indefin ite future. The volatility in ou r share price is
attributable to a number of factors. First, as noted above, our common shares are sporadically and thinly traded. As a consequence of this lack
of liquidity, the trading of relatively s mall quantities of shares by our shareholders may disproportionately influence the p rice o f those shares in
either direction. The price for our shares could, for examp le, decline precipitously in the event that a large number of our co mmon shares are
sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales withou t adverse
impact on its share price. Secondly, we are a speculative or ―risky‖ investment due to our limited operating history and lack o f profits to date,
and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors
may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their
shares on the market mo re quickly and at greater d iscounts than would be the case with the stock of a seasoned issuer. Man y of these factors
are beyond our control and may decrease the market price of our co mmon shares, regardless of our operating performance. We ca nnot make
any predictions or projections as to what the prevailing market price for our co mmon shares will be at any time, including as to whether our
common shares will sustain their current market p rices, or as to what effect that the sale of shares or the availability of c o mmon shares for sale
at any time will have on the prevailing market price.
          Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years
fro m patterns of fraud and abuse. Such patterns include (1) control of the market fo r the security by one or a few b roker -dealers that are often
related to the promoter or issuer; (2) manipulat ion of prices through prearranged matching of purchases and sales and false and misleading
press releases; (3) boiler roo m practices involving high-pressure sales tactics and unrealistic price pro jections by inexperienced sales persons;
(4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale




                                                                          8
dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occu rred historically
in the penny stock market. A lthough we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of practical limitations to prevent the described patte rns from being
established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.
We will be a "shell" company and our shares will subject to restrictions on resale.

          As we currently have nominal operations and our assets consist of cash, and/or cash equivalents, we will be deemed a "shell c o mpany"
as defined in Ru le 12b-2 o f the Securities Exchange Act of 1934. Accordingly, until we are no longer a "shell co mpany," we will file a
Form 10 level d isclosure, and continue to be a reporting company pursuant to the Securities Exchange Act of 1934, as amended, and for twelve
months, shareholders holding restricted, non-registered shares will not be able to use the exempt ions provided under Rule 144 for the resale of
their shares of common stock. Preclusion fro m any prospective investor using the exemptions provided by Rule 144 may be mo re difficult fo r
us to sell equity securities or equity-related securities in the future to investors that require a shorter period before liquidity or may require us to
expend limited funds to register their shares for resale in a future prospectus.
Volatility in our common share price may subject us to securities litigation, thereby diverting o ur resources that may have a material effect
on our profitability and results of operations.
          As discussed in the preceding risk factors, the market for our co mmon shares is characterized by significant price volatility when
compared to seasoned issuers, and we expect that our share price will continue to be more volat ile than a seasoned issuer for th e indefin ite
future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods o f volatility in the ma rket
price of its securities. We may in the future be the target of similar litigation. Securit ies lit igation could result in subs tantial costs and liabilit ies
and could divert management’s attention and resources.
SHOULD ONE OR MORE OF THE FOREGOING RIS KS OR UNCERTAINTIES MATERIALIZE, OR S HOULD THE
UNDERLYING ASS UMPTIONS PROVE INCORRECT, ACTUAL RES ULTS MAY DIFFER S IGNIFICANTLY FROM THOS E
ANTICIPATED, B ELIEVED, ES TIMATED, EXPECTED, INTEND ED OR PLANNED.




                                                                              9
                                                   FORWARD-LOOKING S TATEMENTS
          This Prospectus contains certain forward-looking statements regarding management’s plans and objectives for future operations
including plans and objectives relating to our planned marketing efforts and future economic performance. The forward -lookin g statements and
associated risks set forth in this Prospectus include or relate to, among other things, (a) our projected sales and profitabilit y, (b) our growth
strategies, (c) anticipated trends in our industry, (d) our ab ility to obtain and retain sufficient capital for future operations, and (e) our
anticipated needs for working capital. These statements may be found under ―Management’s Discussion and Analysis or Plan o f Operat ions ‖
and ―Business,‖ as well as in th is Prospectus generally. Actual events or results may differ materially fro m those discussed in forward-looking
statements as a result of various factors, including, without limitation, the risks outlined under ―Risk Factors‖ and matters described in this
Prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this
Prospectus will in fact occur.
          The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such
forward-looking statements are based on assumptions that we will be able to make acquisit ions on a timely basis, that we will retain the
acquiree’s customers, that there will be no material adverse competitive or technological change in conditions in our business, th at demand for
our products will significantly increase, that our President and Chief Executive Officer will remain emp loyed as such, that o ur forecasts
accurately anticipate market demand, and that there will be no material adverse change in our operations or business or in governmental
regulations affecting us or our manufacturers and/or suppliers. The foregoing assumptions are based on judgments with respect to, among other
things, future economic, co mpetitive and market conditions, and future business de cisions, all of which are difficult or impossible to predict
accurately and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the for ward -looking
statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results
contemplated in forward -looking statements will be realized. In addition, as disclosed elsewhere in the ―Risk Factors‖ section of this
prospectus, there are a number of other risks inherent in our business and operations which could cause our operating results to vary marked ly
and adversely fro m prior results or the results contemplated by the forward -looking statements. Gro wth in absolute and relative amounts of cost
of goods sold and selling, general and administrative expenses or the occurrence of extrao rdinary events could cause actual results to vary
materially fro m the results contemplated by the forward-looking statements. Management decisions, including budgeting, are subject ive in
many respects and periodic rev isions must be made to reflect actual conditions and business developments, the impact of wh ich may cause us
to alter marketing, cap ital investment and other expenditures, which may also materially adversely affect our results of operations. In light of
significant uncertainties inherent in the forward-looking information included in this prospectus, the inclusion of such informat ion should not
be regarded as a representation by us or any other person that our objectives or plans will be achieved.
          Some of the information in this prospectus contains forward-looking statements that involve substantial risks and uncertainties. Any
statement in this prospectus and in the documents incorporated by reference into this prospectus that is not a statement of a n historical fact
constitutes a ―forward-looking statement‖. Further, when we use the words ―may‖, ―expect‖, ―anticipate‖, ―plan‖, ―believe‖, ―s eek‖,
―estimate‖, ―internal‖, and similar words, we intend to identify statements and exp ressions that may be fo rward- looking statements. We
believe it is important to communicate certain of our expectations to our investors. Forward -looking statements are not guarantees of future
performance. They involve risks, uncertainties and assumptions that could cause our future results to differ materially fro m those expressed in
any forward-looking statements. Many factors are beyond our ability to control or p redict. You are accordingly cautioned not to place und ue
reliance on such forward-looking statements. Important factors that may cause our actual results to differ fro m such forward -lo oking statements
include, but are not limited to, the risk factors discussed below. Before you invest in our common stock, you should be aware that the
occurrence of any of the events described under ―Risk Factors‖ in this prospectus could have a material adverse effect on our business,
financial condition and results of operation. In such a case, the trading price of our co mmon stock could decline and you cou ld lose all or part
of your investment.
         With respect to the sale of unregistered securities referenced above, all transactions were exempt fro m reg istration pursuant to
Section 4(2) of the Securities Act of 1933 (the ― 1933 Act ‖), and Regulat ion D p ro mulgated under the 1933 Act. In each instance, the
purchaser had access to sufficient info rmation regard ing the Co mpany so as to make an in formed investment decision.




                                                                        10
                                                              US E OF PROCEEDS
        This Prospectus relates to shares of our common stock that may be offered and sold fro m time to time by certain selling stockholders.
There will be no proceeds to us fro m the sale of shares of common stock in this offering.
                                                       SELLING S ECURITY HOLDERS
          The following table presents information regard ing the selling security holder. Unless otherwise stated below, to our knowledge n o
selling security holder nor any affiliate of such shareholder has held any position or office with, been employed by or other wise has had any
material relationship with us or our affiliates during the three years prior to the date of this prospectus. None of the selling security holders are
members of the National Association of Securit ies Dealers, Inc. The selling security holders may be deemed to be "underwriters" within the
mean ing of the Securit ies Act of 1933. The number and percentage of shares beneficially owned before and after the sales is determined in
accordance with Ru le 13d-3 and 13d-5 o f the Exchange Act, and the information is not necessarily indicative of beneficial o wnership for any
other purpose. We believe that each individual or entity named has sole investment and voting power with respect to the secur ities indicated as
beneficially o wned by them, subject to community property laws, where applicab le, except where otherwise noted. The total number of
common shares sold under this prospectus may be adjusted to reflect adjustments due to stock dividends, stock distributions, splits,
combinations to reflect ad justments due to stock dividends, stock distributions, splits, comb inations or recapitalizations.
         For purposes of calculating the percentage of shares owned after the offering, we assumed the sale of all co mmon shares offered
under this prospectus. However, the selling security holders are under no obligation to sell all or any portion of the co mmon shares offered for
sale under this prospectus. Accordingly, no estimate can be given as to the amount or percentage of our common shares that will ult imately be
held by the selling security holders upon termination of sales pursuant to this prospectus.
                                                                         Percent of
                                                                          Common
                                                     Shares of              Stock                                   Shares of           Pe rcentage of
                                                   Common Stock            Owned               Shares of          Common Stock          Shares Owned
                                                    Owned Prior           Prior to          Common Stock           Owned After               Upon
Name of Selling Stockholde r                        to Offering          Offering (1)         to be Sold            Offering             Completion
Advantage Systems Enterprises
Limited(2)                                         192,000                1.9%              192,000                  0                  0%
Starflyer Enterprise Limited (3)                   194,500                1.9%              194,500                  0                  0%
Venture Capital International Inc. (4)             195,000                1.9%              195,000                  0                  0%
Amphion Investments Corp. (5)                      191,500                1.9%              191,500                  0                  0%
Noble Luck Business Limited (6)                    195,100                1.9%              195,100                  0                  0%
Rushmore Consultants Limited (7)                   194,000                1.9%              194,000                  0                  0%
Wilco x Ho lding & Finance Limited (8)             197,000                1.9%              197,000                  0                  0%
Taylor Invest & Finance S.A. (9)                   196,000                1.9%              196,000                  0                  0%
Droyton Associated S.A. (10)                       196,500                1.9%              196,500                  0                  0%
Seymore Investments Limited (11)                   193,400                1.9%              193,400                  0                  0%
Helvetic Cap ital Ventures AG (12)                 194,200                1.9%              194,200                  0                  0%
Zane Resources Inc. (13)                           194,900                1.9%              194,900                  0                  0%
Sandoval Enterprises Ltd. (14)                     193,900                1.9%              193,900                  0                  0%
Davila Consulting SA (15)                          189,000                1.8%              189,000                  0                  0%
Crestwell Consultants Ltd. (16)                    195,300                1.9%              195,300                  0                  0%
The Quentin Corporat ion (17)                      194,800                1.9%              194,800                  0                  0%
Lonestar Investments Inc. (18)
———————
(1)
      Applicable percentage of ownership is based on 10,300,000 shares as of June 18 th , 2008 (there are no securities exercisable or
      convertible into shares of common stock within 60 days of June 18 th , 2008, for each stockholder). Beneficial ownership is determined in
      accordance with the rules of the Co mmission and generally includes voting or investment power with respect to securities. Sha res of
      common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable
      within 60 days of June 18, 2008 are deemed to be beneficially owned by the person holding such securities for



                                                                         11
       the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing
       the percentage ownership of any other person. Note that affiliates are subject to Rule 144 and Insider trading regulations – percentage
       computation is for form purposes only.
(2)
       Control person: Jonathan Kensington
(3)
       Control person: Nicholas Vippach
(4)
       Cointrol person: Nicholas Vippach
(5)
       Control person: Adrian Crosbie
(6)
       Control person: Illon Klausgaard
(7)
       Control person: Morena Vippach
(8)
       Control person: Andrew Moustras
(9)
       Control person: Andrew Moustras
(10)
       Control person: Hans Wadsack
(11)
       Control person: Nick Klausgaard
(12)
       Control person: Dr. Urs Felder
(13)
       Control person: Karl Grambow
(14)
       Control person: Karl Grambow
(15)
       Control person: Urs Leiser
(16)
       Control person: Henrik Klausgaard
(17)
       Control person: Illon Klausgaard
(18)
       Control person: Jonathan Kensington



                                                                        12
                                                           PLAN OF DIS TRIB UTION
          We are registering the shares of stock being offered by this prospectus for resale in accordance with certain registration rights granted
the selling shareholders, including their p ledgees, donees, transferees or other successors -in-interest, who may sell the shares from t ime to t ime,
or who may also decide not to sell any or all of the shares that may be sold under this prospectus. We will pay all reg istrat ion expenses
including, without limitation, all the SEC and blue sky registration and filing fees, print ing expenses, transfer agents ’ and registrars’ fees, and
the fees and disbursements of our outside counsel in connection with this offering, but the selling shareholders will pay all selling expenses
including, without limitation, any underwriters ’ or brokers’ fees or discounts relating to the shares registered hereby, or the fees or expenses of
separate counsel to the selling shareholders.
         The selling stockholders and any of their pledgees, assignees and successors -in-interest may, fro m time to time, sell any or all of their
shares of common stock on any stock exchange, market or trad ing facility on which the shares are traded or in private transac tions. These sales
may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:
         
               ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
         
               block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
               as principal to facilitate the transaction;
         
               purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
         
               an exchange distribution in accordance with the rules of the applicable exchange;
         
               privately negotiated transactions;
         
               a distribution to a selling stockholder’s partners, members or stockholders;
         
               settlement of short sales;
         
               broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
         
               a comb ination of any such methods of sale;
         
               through the writ ing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or
         
               any other method permitted pursuant to applicable law.
         The selling stockholders may also sell shares under Rule 144 under the Securit ies Act of 1933, as amended, if availab le, rather than
under this prospectus.
         Bro ker-dealers engaged by the selling stockholders may arrange fo r other brokers -dealers to participate in sales. Broker-dealers may
receive co mmissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, fro m the
purchaser) in amounts to be negotiated. Each selling stockholder does not expect these commissions and discounts relating to it s sales of shares
to exceed what is customary in the types of transactions involved.
          In connection with the sale of our co mmon stock or interests therein, the selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the
positions they assume. The selling stockholders may also sell shares of our co mmon stock short and deliver these securities to close ou t their
short positions, or loan or pledge the co mmon stock to broker-dealers that in turn may sell these securities. The selling stockholders may also
enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivativ e securities
which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such tran saction).
         The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be ―underwriters‖
within the mean ing of the Securit ies Act in connection with such sales. Selling shareholders that are either broker -dealers or affiliated with
broker-dealers may be deemed to be underwriters within the meaning of the Securit ies Act in connection with resale of their shares. Any
commissions received by such broker-dealers, affiliates, or agents and any profit on the resale of the shares purchased by them will be deemed
to be
13
underwrit ing commissions or discounts under the Securities Act. The selling stockholders, have informed us that at the time t hey purchased our
common stock they did not, and currently do not have, any agreement or understanding, directly or ind irectly, with any person to distribute the
common stock being sold pursuant to this prospectus.
          We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemn ify
the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securit ies Act.
         Because selling stockholders may be deemed to be ―underwriters‖ within the meaning of the Securit ies Act, they will be subject to the
prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus that qualify for sale pursuant to
Rule 144 under the Securit ies Act may be sold under Ru le 144 rather than under this prospectus. Each selling stockholder has ad vised us that
they have not entered into any agreements, understandings or arrangements with any underwriter or bro ker -dealer regarding the sale of the
resale shares. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling
stockholders.
          We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the sellin g
stockholders without registration and without regard to any volume limitation s by reason of Rule 144(e) under the Securit ies Act or any other
rule of similar effect or (ii) all of the shares have been sold pursuant to the prospectus or Rule 144 under the Securit ies Act or any other rule of
similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable s tate securities
laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state
or an exemption fro m the reg istration or qualificat ion requirement is available and is comp lied with.
          Under applicab le ru les and regulations under the Exchange Act, any person engaged in the distribution of the resale shares ma y not
simu ltaneously engage in market making activit ies with respect to our common stock for a period of two business days prior to the
commencement of the distribution. In addit ion, the selling stockholders will be subject to applicable provisions of the Excha nge Act and the
rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of our common stock by
the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and have informed
them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale.




                                                                         14
                                                       DES CRIPTION OF S ECURITIES
    Common Stock
         The authorized capital stock of the Co mpany consists of 100,000,000 shares of Co mmon Stock, par value $.0001. The holders of
common stock currently (i) have equal ratable rights to dividends from funds legally available therefore, when, as and if dec lared by the Board
of Directors of the Co mpany; (ii) are entitled to share ratably in all of the assets of the Co mpany available for d istributio n to holders of
common stock upon liquidation, dissolution or winding up of the affairs of the Co mpany; (iii) do not h ave preemptive, subscription or
conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one
non-cumulative vote per share on all matters on which stockholders may vote. All shares of c ommon stock now outstanding are fully paid for
and non-assessable and all shares of co mmon stock which are the subject of this Offering, when issued, will be fully paid for an d
non-assessable. Please refer to the Co mpany’s Articles of Incorporation, By laws and the applicable statutes of the State of Nevada for a more
complete description of the rights and liabilit ies of holders of the Co mpany ’s securities.
    Non-cumulative Voting
         The holders of shares of common stock of the Co mpany do not have cumulative voting rights, which means that the holders of more
than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if t hey so choose, and, in
such event, the holders of the remaining shares will not be able to elect any of the Co mpany’s directors. After this Offering is completed, the
majority present stockholder will own 52% of the outstanding shares. (See "Principal Stockholders".)
    Cash Dividends
         As of the date of this prospectus, the Company has not declared or paid any cash dividends to stockholders. The declaration or
payment of any future cash dividend will be at the discretion of the Board of Directors and will depend upon the earnings, if an y, capital
requirements and financial position of the Co mpany, general economic conditions, and other pertinent factors. It is the present intention of the
Co mpany not to declare or pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in the Co mpany’s business
operations.
Nevada Laws
          The Nevada Business Corporation Law contains a provision governing "Acquisition of Controlling Interest." This law provides
generally that any person or entity that acquires 20% or mo re of the outstanding voting shares of a publicly -held Nevada corporation in the
secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested
stockholders of the corporation elects to restore such voting rights in whole or in part . The control share acquisition act provides that a person
or entity acquires "control shares" whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its
voting power with in any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/ 3 to 50%, or (3) mo re than 50%. A "control share
acquisition" is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding
control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation fro m the provisions of
the control share acquisition act through adoption of a provision to that effect in the articles of incorporation or bylaws o f the corporation. Our
articles of incorporation and bylaws do not exempt our co mmon stock fro m the control share acquisition act. The control share ac quisition act
is applicable only to shares of "Issuing Corporations" as defined by the act. An Issuing Corporation is a Nevada corp oration, which; (1) has 200
or more stockholders, with at least 100 o f such stockholders being both stockholders of record and residents of Nevada; and (2) does business
in Nevada directly or through an affiliated corporation.
          At this time, we do not have 100 stockholders of record resident of Nevada. Therefore, the provisions of the control share acquisition
act do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply
to us, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or
control of the Co mpany, regard less of whether such acquisition may be in the interest of our stockholders.
          The Nevada "Co mbination with Interested Stockholders Statute" may also have an effect of delay ing or making it more difficult to
effect a change in control of the Co mpany. This statute prevents an "interested stockholder" and a resident domestic Nevada c orporation fro m
entering into a "combination", unless certain




                                                                          15
conditions are met. The statute defines "combination" to include any merger or consolidation with an "interested stockholder, " or any sale,
lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions wit h an "interested stockholder"
having; (1) an aggregate market value equal to 5 percent or more of the aggregate market value of the assets of the corporation; (2) an
aggregate market value equal to 5 percent or more o f the aggregate market value of all outstanding shares of the corporation; or (3)
representing 10 percent or more of the earning power or net income o f the corporation. An "interested stockholder" means the beneficial o wner
of 10 percent or mo re of the voting shares of a resident domestic corpo ration, or an affiliate or associate thereof. A corporation affected by the
statute may not engage in a "combination" within three years after the interested stockholder acquires its shares unless the combination or
purchase is approved by the board of directors before the interested stockholder acquired such shares. If approval is not obtained, then after the
expirat ion of the three-year period, the business combination may be consummated with the approval of the board of directors or a majority of
the voting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at least eq ual to the
highest of: (1) the highest price per share paid by the interested stockholder within the three years immediately preced ing the date of the
announcement of the comb ination or in the transaction in wh ich he became an interested stockholder, wh ichever is higher; (2) the market value
per common share on the date of announcement of the comb ination or the date the interested sto ckholder acquired the shares, whichever is
higher; or (3) if higher for the holders of preferred stock, the highest liquidation value of the preferred stock.
Li mitation of Li ability: Indemnification
            Our Bylaws provide that the Company shall indemnify its officers, directors, emp loyees and other agents to the maximu m extent
permitted by Nevada law. Our Bylaws also permit it to secure insurance on behalf of any officer, d irector, employee or other ag ent for any
liab ility arising out of his or her actions in such capacity, regardless of whether the Bylaws would permit indemnification.
          We believe that the provisions in its Articles of Incorporation and its Bylaws are necessary to attract and retain qualified persons as
officers and directors.
         Insofar as indemnificat ion for liabilit ies arising under the 1933 Act may be permitted to d irectors, officers and controlling persons of
Co mpany pursuant to the foregoing, or otherwise, the Co mpany has been advised that in the opinion of the SEC such indemnifica tion is against
public policy as exp ressed in the 1933 Act and is, therefore, unenforceable.
Anti -Takeover Effects Of Provisions of the Articles Of Incorporati on
          Our Cert ificate of Incorporation and Bylaws include a nu mber of p rovisions which may have the effect of discouraging persons fro m
pursuing non-negotiated takeover attempts. These provisions include limitations on stockholder action initiated by Interested Stockholders, a
prohibition on the call of special meetings of stockholders by persons other than the Board of Directors, and a requirement o f advance notice
for the submission of stockholder proposals or director nominees.
                                             INTEREST OF NAMED EXPERTS AND COUNS EL
          None of the below described experts or counsel have been hired on a contingent basis and none of them will receive a direct o r
indirect interest in the Co mpany.
         Our financia l statements for the period fro m inception to the period ended June 18, 2008 included in this prospectus, have been
audited by Tarvaran, Askelson & Co mpany, CPAs. We include the financial statements in reliance on their reports, given upon t heir authority
as experts in accounting and auditing.
         The Law Office of Joseph I. Emas, P.A. has passed upon the validity of the shares being offered and certain other legal matte rs and is
representing us in connection with this offering.
                                                        DES CRIPTION OF B US INESS
        We are an explorat ion stage company with no revenues and a limited operating history. Our independent auditor has issued an a udit
opinion which includes a statement expressing substantial doubt as to our ability to continue as a going conce rn. The source of information
contained in this discussion is our geology report.




                                                                         16
                                                  BRB (B LACK ROCK B ASIN) PROJ ECT
GLOSSERY:
ADIT -an entrance to a mine, and is generally a horizontal tunnel.
AMALGAMATION -the technique of using mercury to attract small particles of crushed gold, and join with them in an amalg am, or alloy.
Go ld may be recovered by distilling off the mercury.
ARRASTRA -a mill, consisting of one or more large stones dragged around on a circu lar bed, used to grind ore.
BASALT- An ext rusive volcanic rock co mposed primarily of p lagioclase, pyro xene and minor olivine
BRECCIA - A type of rock whose components are angular in shape, as distinguished from a conglomerate, whose components are water -
worn into a rounded shape.
CHILEAN MILL -a machine, somewhat like the arrastra, in wh ich a heavy stone wheel turns about a central shaft and crush's ore.
CORNIS H PUMP -A type of pump developed in Corn wall, England, and common ly used in deep mines of the nin eteenth century to raise
underground water.
CROSSCUT -a horizontal tunnel driven perpendicular to the main d irection of a vein.
DREDGE -a motorized device for vacuuming stream, creek and river bottoms for gold.
DRIFT -an underground tunnel which follows the course of a vein.
DRY WAS HER -a method of gold recovery that was first used sometime in the early 1920's, and is a device that will separate heavy gold fro m
lighter material using air.
FOOTWALL -the wall or rock usually on the underside of a Stope.
GALLERY -a drift which has been enlarged or expanded into an underground room, by the extract ion of ore.
GANGUE -the worthless rock in a vein wh ich holds valuable metals.
GEOLOGY -the science or study of minerals in the earth.
GOLD PAN -a shallo w metal or p lastic dish used for washing dirt and gravel to separate the gold.
HANGING WALL -the wall or rock on the upper or topside of an ore deposit.
KIBB LE -Iron Co rnish bucket used to hoist ore and miners to the surface.
LEVEL -Horizontal passageways or tunnels in the mine leading fro m shafts, established at regular intervals.
LODE -an ore deposit occurring in place within definite boundaries separating it fro m the adjoin ing rocks.
MCP -min ing claim property
METAL DET ECTOR -an electronic device used for finding metal.
META MORPHIS M -A pronounced change in the constitution of rock effected by pressure, heat, and water that results in a more compact and
more highly crystalline condition.
MINERAL -a substance which may, or may not, be of economic value, that occurs naturally in the earth. It is homogenous, has certain
chemical makeup and usually appears in crystal or grain form.
ORE -a mixtu re of minerals or gangue, which at least one of the minerals can be extracted for a profit.
PLACER -an alluvial or g lacial deposit containing particles of gold or other valuable minerals.
PYRITE- A co mmon sulphide mineral, shiny and yellow in co lor and co mposed of sulphur and iron, sometimes known as "fool's gold"




                                                                       17
RETORT -a vessel in which substances are distilled or decomposed by heat.
ROCKER -a device for washing, gold bearing d irt, to recover precious metal.
RHYOLITE- A fine-grained (extrusive) igneous rock which has the same chemical co mposition as granite
SHAFT -a vertical entrance to a mine cut downward fro m the surface.
SILICEOUS- A rock containing an abundance of quartz
SLUICEBOX -a device used in moving water to recover p lacer gold.
SQUARE S ET -a set of timbers used for support in underground min ing.
STAMP MILL -a machine for crushing ore by the weight of constantly falling pieces of iron, stone, or wood. The action approximates the
pulverizing of material with a mortar and pestle.
STOPE -an excavation created by the removal of ore and consequent widening of the drift.
TAILINGS -finely g round particles of ore deposited as waste after processing by a mill o r smelter.
TERTIARY- Lateral or panel openings (e.g., ramp , crosscut).
VEIN -an opening, fissure, or crack in rock, containing mineralized material.
WASTE -Rock containing no ore but removed in the course of mining operations.
WHIM -a winding machine used for hoisting ore out of a shaft.
WINDLASS - A device, much smaller than a wh im, used to raise ore fro m a shaft.
WINZE -a vertical or inclined opening sunk fro m a point inside a mine.
Summary
         The BRB Claim group is currently co mprised of two unpatented placer claims (320 acres) on BLM ground in the southern part of the
Vu lture M ining District, Maricopa County Arizona on the northeastern flank of the Belmont Mou ntains. The property is located along a twelve
mile northwest striking mineralized t rend where several gold and copper mines previously operated (production unknown). Rock chip sampling
during our reconnaissance reveals exceptionally high-level gold values over 6 large zones or target areas with in a much larger area.
          About 400 soil samp les were taken on a surveyed grid and these samples were sent to Chemex Labs in Reno for analysis. Most of the
samples were collected fro m the ―B‖ horizon and analy zed for 32 elements including gold, silver, copper, lead & zinc. The results obtained
fro m this work indicate a min imu m of six gold ano malies within the claim boundaries. If our claim does not contain any reserves all funds that
we spend on exploration will be lost. If we co mp lete our current exp loration program and are successful in identify ing a mineral deposit we
will need to expend substantial funds on further drilling and engineering studies before we will know if we have a co mmercial ly viable mineral
deposit or reserve.
         Location-Access Ground comprising the BRB Project is located within sections, 17 & 20, Township 4 North, Range 7 West, in the
northeast portion of the Belmont Mountain Range in western Maricopa County, Arizona. The project area is covered by the Belmont Mountain
7½ minute topographic map. Access to the project area is possible year around. The property is located approximately 80 miles we st of
Phoenix and about 25 miles southwest of Wickenburg, Arizona.
         Land Status The BRB Project is made up of two unpatented placer mining claims amounting to 320 acres. One might consider leasing
the south half of section 16 fro m the State of Arizona wh ich will add an additional 320 acres to the holdings. The project is located on lands
administered by the BLM (Bureau of Land Management). There is a WSA (W ilderness Study Area) west of the property. No other withdrawals
are known to exist on or near the project area.




                                                                        18
         Located in Sect ions 17 & 20 - T4N R7W, SRBM
                                                                 Maricopa County, AZ

               Claim Name                                 BLM Serial #                Acres           Section
               BRB Placer #1                                384903                     160            NE ¼      Sec. 20
               BRB Placer #2                                384904                     160            SE ¼      Sec. 17
          Physical Features The BRB Pro ject is situated within the lo wer h ills and flats of the northern Belmont Mountain Range where
elevations from a low of 1900 feet to a maximu m o f just under 2500 feet are found on the property. The predominant drainage o n the property
is to the east. Vegetation consists predominately of Creosote (greasewood), Palo Verde and Mesquite with a variety of cacti. Land use is for
cattle and sheep grazing. The only habitation or other cultural features within ten miles is a small ranch house northeast o f the project site.
        Previous Work Ground within the BRB Pro ject experienced minor p rospecting, probably during the 1930’s. The property was tested
by numerous small prospect pits, shallow shafts and several small tunnels or adits. No production is recorded . Most of this work was focused
on the west end of the property.
          Geology-Mineralization At the BRB a series of fault controlled veins cut Tertiary basalts. These basalts are a dark gray to black
colored, moderate to fine -grained vesicular flo ws. At the extreme west, north and south end of the property, rhyolite flo ws and flow breccias
cap the basalt. This rhyolite generally is a light-yello wish-brown to a light brownish-gray color, iron stained to a reddish color where pyrite is
abundant. Rock samples taken fro m the rhyolite are barren with the exception of a rock samp le taken on the extreme west end from a limonite
(iron o xide) stained outcrop. This sample returned 485 ppb gold with 24.2 -ppm silver and 1540-pp m lead.
           The veins occur within a zone almost 4 miles in length and ¼ to ¾ miles in width. These veins may be „ feeder veins ‟ leakage fro m a
larger o re body beneath. The veins and veinlets vary in width fro m inches to tens of feet and several hundred to possibly sev eral thousand feet
of strike length. These gold bearing veins are comprised of quartz, calcite, with silicified and brecciated vein material. The only visible
ore-bearing minerals are sphalerite (zinc sulfide), galena (lead sulfide) with sparse chrysocolla and malachite (copper silicates and carbonates).
        Over 10 rock chip samples were taken fro m outcrops and small du mps on the claims. These samples returned gold values in exces s of
3400 ppb gold with highly ano malous lead, zinc, copper and silver. Many of the samp les returned values in excess o f 2% copper, 20% lead,
15% zinc and up to 7 ounces of silver per ton.
         In 2006 the prev ious owner of the claim took almost 400 soil samp les along a surveyed in control grid. The samples were taken fro m
the ―B‖ horizon where possible and screened at the site to minus 20 mesh. The grid was surveyed in on east-west lines 300 feet apart and with
sample stations north-south and sample intervals of 100 feet except when we were in obliv ious or visible mineralization, then the sample
spacing was tightened up to 50 and rarely 25 foot spacing. These samples were shipped to ALS CHEM EX LAB in Sparks, Nev ada. The results
indicate highly ano malous gold, with lead and zinc, clearly defining several first phase drill targets.
    Acquisition of the Mineral Claim
         The total purchase price for the min ing claims is $99,000.00 U.S. Dollars payable as follows:
            Initial Pay ment: $15,000.00 paid in cash, certified or bank check, as a deposit to be paid to Gold Explorat ions LLC.
            Remaining Principle to be paid as fo llo ws: $7,000.00 or more to be paid in cash, certified or bank check to Seller beginning on or
            before October 1 st and each 90 days thereafter until the entire remain ing princip le balance of $84,000.00 is paid in full. A s
            evidenced by the PROMISSORY NOTE attached hereto and made part of this agreement.
         The required annual maintenance fees to the Bureau of Land Management (BLM) have been paid by the Seller until September 1 st
2008. The Co mpany will be required to file annual maintenance fees with the BLM prio r to September 1 st 2008 for the 2008/2009 mining
calendar year, and each following year. The annual maintenance fees for mining claims, due to BLM on or before September 1, 2008 are $125
per claim.
         The Co mpany has agreed that if or when the BRB (Black Rock Basin) Property is put into production a two percent (2%) Net Smelter
Returns (NSR) royalty will be paid quarterly to Go ld Exp lorations LLC (the original seller of the claim)




                                                                         19
    Competition
          We do not compete directly with anyone for the exploration or removal of minerals fro m our property as we hold all interest a nd rights
to the claim. Readily availab le co mmodit ies markets exist in the U.S. and around the world fo r the sale of gold, silver and other minerals.
Therefore, we will likely be able to sell any minerals that we are able to recover.
         We will be subject to competition and unforeseen limited sources of supplies in the industry in the event spot shortages aris e for
supplies such as dynamite, and certain equip ment such as bulldozers and excavators that we will need to conduct exp loration. We are in the
process of attempting to locate or negotiate with suppliers of products, equipment or services. If we are unsuc cessful in securin g the products,
equipment and services we need we may have to suspend our exp loration plans until we are able to do so.
    Bankruptcy or Similar Proceedings
         There has been no bankruptcy, receivership or similar proceeding.
    Reorganizations, Purchase or Sale of Assets
         There have been no material reclassificat ions, mergers, consolidations, or purchase or sale of a significant amount of assets not in the
ordinary course of business.
    Compliance with Government Regulation
         We will be required to comp ly with all regulations, rules and directives of governmental authorities and agencies applicable to t he
exploration of minerals in the United States generally, and in Arizona specifically. We will also be subject to the regulatio ns of the Bureau of
Land Management, Depart ment of the Interior.
         Please see the Appendix docu ment titled developing mineral resources on public lands for further guidance.
    Patents, Trademarks, Franchises, Concessions, Royalty Agreements, or Labor Contracts
         Go ld Explorat ions LLC, the Vendor of the mining claim, has a right to 2% royalty of the Net Smelter returns and will be paid
quarterly.
        We have no other current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, roya lty
agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on an ongoing basis.
    Need for Government Approval for its Products or Services
We are not required to apply for or have any government approval for our product or services.
    Research and Development Costs during the Last Two Years
         We have not expended funds for research and development costs since inception. However, the mineral claim we have acquired ha s
had over 400 assays prepared and analyzed by ALS Chemex, is a leading provider of assaying and analytical testing services for mining and
mineral exp loration co mpanies, by the previous owner of the min ing claim, Go ld Exp lorations, LLC. Please see Appendix for t heir reports.
    Employees and Employment Agreements
          We currently have no employees except the board of directors and officers. We have no emp loyees other than our officer and di rector
as of the date of this prospectus. Our board members currently devotes approximately 5 hours per week to company matters and after receiving
funding, they plan to devote as much time as the Board of Directors determines is necessary to manage the affairs of the comp any. There are no
formal emp loyment agreements between the company and our current employees. We conduct our business largely through consultants.




                                                                        20
                                                        DES CRIPTION OF PROPERTY
          We do not currently own any property outside of our mineral claim. We currently utilize space provided to us on a rent free b asis fro m
our treasurer Pamela Tho mpson 736 East Braeburn Drive, Phoenix, Arizona 85022. Management believes the current premises a re sufficient
for its needs at this time. We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.
                                                            LEGAL PROCEEDINGS
          Since inception, none of the following occurred with respect to a present or former director or executive officer o f the Co mpan y:
(1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer eith er at the time of
the bankruptcy or within two years prio r to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic vio lations and other minor offenses); (3) being subject to any order, judg ment or decree, not subsequently
reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoin ing, barring, su spending or
otherwise limiting his involvement in any type of business, securities or banking activ ities; and (4) being found by a court of competent
jurisdiction (in a civ il action), the SEC or the co mmodit ies futures trading commission to have violated a federal o r state s ecurities or
commodit ies law, and the judgment has not been reversed, suspended or vacated.
         We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal act ions.
                          MARKET FOR COMMON EQUIT Y AND RELATED S TOCKHOLDER MATTERS
           We plan to contact a market maker immed iately fo llowing the complet ion of the offering and apply to have the shares quoted on the
OTC Electronic Bulletin Board (OTCBB). We have not, as of the date of this prospectus, contacted or engaged any market maker. The OTCBB
is a regulated quotation service that displays real-t ime quotes, last sale prices and volume in formation in over-the-counter (OTC) securities.
The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be
elig ible for quotation on the OTCBB, iss uers must remain current in their filings with the SEC or applicab le regulatory authority. Market
Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities alre ady quoted on the
OTCBB that become delinquent in their required filings will be removed following a 30 o r 60 day grace period if they do not make their
required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale.
As of the date of this filing, there have been no discussions or understandings between Bonanza Go ldfields Corp. with any mar ket maker
regarding participation in a future trading market for our securities.
         As of the date of this filing, there is no public market for our securit ies. There has been no public trading of our securities, and,
therefore, no high and low b id pricing. As of the date of this prospectus Bonanza Go ldfields Corp. had two shareholders of re cord. We have
paid no cash dividends and have no outstanding options.
    Penny Stock Rules
          The Securit ies and Exchange Co mmission has also adopted rules that regulate broker-dealer practices in connection with transactions
in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the Nasdaq system, provided that current price and volu me informat ion w ith respect to transactions in such
securities is provided by the exchange or system).
          A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus const itute penny
stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock
makes it mo re difficult for a bro ker-dealer to sell the stock into a secondary market, wh ich makes it more difficu lt for a purchaser to liquidate
his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g -1
through 15g-10 of the Securit ies and Exchange Act. Rather than creating a need to comp ly with those rules, some broker-dealers will refuse to
attempt to sell penny stock.




                                                                         21
         The penny stock rules require a bro ker-dealer, prio r to a transaction in a penny stock not otherwise exempt fro m those rules, to deliver
a standardized risk d isclosure document, which:
         –
               contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary
               trading;
         –
               contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the cus tomer
               with respect to a violation of such duties or other require ments of the Securities Act of 1934, as amended;
         –
               contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and th e
               significance of the spread between the bid and ask price;
         –
               contains a toll-free telephone number for inquiries on disciplinary actions;
         –
               defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
         –
               contains such other information and is in such form (including language, ty pe, size and format ) as the Securities and Exchange
               Co mmission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
         –
               the bid and offer quotations for the penny stock;
         –
               the compensation of the broker-dealer and its salesperson in the transaction;
         –
               the number of shares to which such bid and ask prices apply, or other co mparable info rmation relating to the depth and liquid ity
               of the market for such stock; and
         –
               monthly account statements showing the market value of each penny stock held in the customer's account.
          In addition, the penny stock rules require that prio r to a transaction in a penny stock not otherwise exempt fro m those rules ; the
broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written acknowledg ment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks,
and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefo re, stockhold ers may have difficulty
selling their securities.
    Regulation M
          Our officers and directors, who will o ffer and sell the shares, are aware that they are required to comp ly with the provision s of
Regulation M, p ro mulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulat ion M precludes the
officers and directors, sales agent, any broker-dealer or other person who participate in the distribution of shares in this offering fro m bidding
for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distrib ution until the entire
distribution is complete.
                                                          FINANCIAL STATEMENTS
        The financial statements of Bonanza Go ldfields Corp. for the period ended June 18, 2008, and related notes, included in this
prospectus have been audited by Tarvaran, Askelson & Co mpany, CPA, and have been so included in reliance upon the opinion of such
accountants given upon their authority as an expert in audit ing and accounting.




                                                                         22
                                        INDEX TO FINANCIAL STATEMENTS

Exhi bitis and Fi nancial Statements Schedules.

   De scription                                                                                        Page

   Report of Independent Registered Certified Public Accounting Firm                                   F-2

   Balance sheets at June 18, 2008                                                                     F-3

   Statements of operations for the for the period fro m March 6, 2008 (inception) through
    June 18, 2008 and for the period ended June 18, 2008                                               F-4

   Statements of shareholders' equity for the for the period fro m March 6, 2008 (inception) through
    June 18, 2008 and for the period ended June 18, 2008                                               F-5

   Statements of cash flows for the for the period fro m March 6, 2008 (inception) through
    June 18, 2008 and for the year ended June 18, 2008                                                 F-6

   Notes to financial statements for the for the period fro m March 6, 2008 (inception) through
    June 18, 2008 and for the year ended June 18, 2008                                                 F-7




                                                            F-1
                              REPORT OF INDEPENDENT REGIS TERED PUB LIC ACCOUNTING FIRM
To the Board of Directors and Stockholders Bonanza Go ldfields Corporat ion (A development Stage Co mpany) Phoenix, Arizona
We have audited the accompanying balance sheet of Bonanza Go ldfields Corporation (an exp loration stage company), as of June 1 8, 2008 and
the related statements of operations, changes in stockholders ’ (deficit) and cash flows fro m inception March 6, 2008 through June 18, 2008,
and the period then ended. These financial statements are the responsibility of the Co mpany ’s management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Co mpany Accounting Oversight Board (United States). Tho se standards
require that we p lan and perform the audit to obtain reasonable assurance about whether the financial statements are free of mat erial
misstatement. The Co mpany is not required to have, nor were we engaged to perform, an audit of its internal control over fina n cial reporting.
Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circu mstances, but not for the purpose of expressing an opinion on the effectiveness of the Company ’s internal control over financial reporting.
Accordingly, we exp ress no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estima tes made by management, as well as
evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinio n.
In our opinion, the financial statements referred to above present fairly, in all material re spects, the financial position of Bonanza Goldfields
Corporation (an exp lorat ion stage company) as of June 18, 2008 and the results of its operations and its cash flows fro m ince ption March 6,
2008, through June 18, 2008 and the period then ended, in confo rmity with accounting principles generally accepted in the Unit ed States of
America.
The accompanying financial statements have been prepared assuming that the Co mpany will continue as a going concern. As discu ssed in Note
2 to the financial statements, the Co mpany has limited source of revenue, and operations as of June 18, 2008 which raises substantial doubt
about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial
statements do not include any adjustments that might result fro m the outcome of this uncertainty.
                                                                                 Very Truly Yours,


                                                                                 /s/ Tarvaran, Askelson & Co mpany
                                                                                 Tarvaran, Askelson & Co mpany, LLP

Laguna Niguel, Californ ia
June, 30, 2008




                                                                         F-2
BONANZA GOLDFIELDS CORPORATION
(An Explorati on Stage Company)
BALANCE S HEET


                                                                                                                June 18,
                                                                                                                  2008
      ASSETS:
      CURRENT ASSETS
        Cash                                                                                                $        53,614
          Total current assets                                                                                       53,614

         Mining claim                                                                                                99,000

            TOTA L ASSETS                                                                                   $      152,614


      LIABILITIES AND STOCKHOLDERS' EQUITY:

      CURRENT LIA BILITIES:
        Accounts payable                                                                                    $        14,500
        Notes payable                                                                                                28,358
          Total current liabilities                                                                                  42,858

         Notes payable                                                                                               56,000
           Total liabilities                                                                                         98,858

         COMMITM ENTS A ND CONTINGENCIES                                                                                   —

      STOCKHOLDERS' EQUITY:
        Co mmon stock, $.0001 par value, 100,000,000 shares authorized;
         10,300,000 issued and outstanding as of June 18, 2008                                                       1,030
        Additional paid-in capital                                                                                 156,449
        Accumulated deficit during this exp loration stage                                                        (103,723 )
           Total stockholders' equity                                                                               53,756

         TOTA L LIABILITIES AND STOCKHOLDERS' EQUITY                                                        $      152,614




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

                                                                  F-3
BONANZA GOLDFIELDS CORPORATION
(An Explorati on Stage Company)
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED J UNE 18, 2008
AND FOR THE PERIOD FROM MARCH 6, 2008 (INCEPTION) THROUGH J UNE 18, 2008


                                                                                                               For the Period
                                                                                                                     from
                                                                                                               March 6, 2008
                                                                                                                 (ince ption)
                                                                                                                   through
                                                                                                                  June 18,
                                                                                           2008                      2008

     REVENUES:
       Revenues                                                                      $              —      $                    —

     OPERATING EXPENSES:
       General and administrative expenses                                                     103,365                 103,365
         Total operating expenses                                                              103,365                 103,365
     OPERATING LOSS                                                                            103,365                 103,365

     OTHER (INCOM E) AND EXPENSES:
       Interest expense                                                                            358                      358
          Total other expense                                                                      358                      358

     NET LOSS                                                                        $         103,723     $           103,723


     NET LOSS PER SHA RE:
       Basic                                                                         $             0.01


       Diluted                                                                       $             0.01



       Basic                                                                                10,300,000


       Diluted                                                                              10,550,000




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

                                                                 F-4
BONANZA GOLDFIELDS CORPORATION
(An Explorati on Stage Company)
STATEMENT OF STOCKHOLDER' EQUITY
FOR THE PERIOD ENDED J UNE 18, 2008
AND FOR THE PERIOD FROM MARCH 6, 2008 (INCEPTION) THROUGH J UNE 18, 2008


                                                                              Additional
                                                                               Paid-In             Accumulated
                                                                               Capital                Deficit            Total
                                          Common Stock
                                 Shares                  Amount
BA LANCE AT MA RCH 6,
2008                                       —         $                    $                —      $           —      $           —

Co mmon stock issued for
compensation                      6,997,900                   700                   69,279                    —            69,979

Co mmon stock issued for
cash                              3,302,100                   330                   84,670                    —            85,000

Options issued                             —                      —                  2,500                                  2,500

Net loss                                   —                      —                        —            (103,723 )       (103,723 )

BA LANCE AT JUNE 18,
2008                             10,300,000          $       1,030        $        156,449        $     (103,723 )   $     53,756




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

                                                              F-5
BONANZA GOLDFIELDS CORPORATION
(An Explorati on Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE PERIOD ENDED J UNE 18, 2008
AND FOR THE PERIOD FROM MARCH 6, 2008 (INCEPTION) THROUGH J UNE 18, 2008


                                                                                                                For the Period
                                                                                                                     from
                                                                                                                March 6, 2008
                                                                                                                 (ince ption)
                                                                                                                   through
                                                                                                                   June 18,
                                                                                              2008                   2008
     CASH FLOWS FROM OPERATING ACTIVITIES:

        Net Loss                                                                         $     (103,723 )   $          (103,723 )
        Adjustments to reconcile net loss to net cash
         (used in) operating activities:
        Options issued                                                                            2,500                   2,500
        Co mmon stock issued for compensation                                                    69,979                  69,979
        Changes in assets and liabilit ies:                                                                                  —
           Accounts payable                                                                      14,500                  14,500
           Notes payable                                                                         28,358                  28,358
             Net cash provided by operating activities                                           11,614                  11,614

     CASH FLOWS FROM INVESTING A CTIVITIES:
       Purchase of Intangible Asset                                                             (99,000 )               (99,000 )
            Net cash used in investing activities                                               (99,000 )               (99,000 )

     CASH FLOWS FROM FINANCING A CTIVITIES:
       Notes payable                                                                            56,000                   56,000
       Proceeds from the issuance of common stock                                               85,000                   85,000
            Net cash provided by financing activities                                          141,000                  141,000

     INCREASE IN CASH                                                                            53,614                  53,614
     CASH, BEGINNING OF YEA R                                                                        —                       —
     CASH, END OF YEA R                                                                  $       53,614     $            53,614

     SUPPLEMENTAL CAS H FLOW INFORMATION:


     Interest paid                                                                       $           358    $               358
     Taxes paid                                                                          $            —     $                    —




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

                                                                  F-6
                                         BONANZA GOLDFIELDS CORPORATION
                                          (AN EXPLORATION STAGE COMPANY)
                                           NOTES TO FINANCIAL STATEMENTS
                                          FOR THE PERIOD ENDED J UNE 18, 2008
                        AND FOR THE PERIOD FROM MARCH 6, 2008 (INCEPTION) THROUGH J UNE 18, 2008

NOTE 1 - DES CRIPTION OF B US INESS

The Co mpany was incorporated under the laws of the State of Nevada on March 6, 2008 ("Inception date") The Co mpany has a June year end
for reporting purposes. The Company is in the process of acquiring mineral properties or claims located in the State o f Arizona, USA. The
recoverability of amounts from the properties or claims will be dependent upon the discovery of economically recoverable rese rves,
confirmat ion of the Co mpany's interest in the underlying properties and/or claims, the ability of the Co mpany to obtain necessary financing to
satisfy the expenditure requirements under the property and/or claim agreements and to complete the development of the proper ties and/or
claims, and upon future profitable p roduction or proceeds for the sale thereof. The Co mpany's corporate office is located in Phoenix, Arizona.
NOTE 2 - GOING CONCERN ISS UES
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the U nited States of
America which contemp late continuation of the Co mpany as a going concern. However, the Co mpany has period end losses from operations
in June 18, 2008. During the period ended June 18, 2008 the Co mpany accumulated a net loss of $103,723. Further, the Co mpany has
inadequate working capital to maintain or develop its operations, and is dependent upon funds fro m private investors and the support of certain
stockholders.
These factors raise substantial doubt about the ability of the Co mpany to continue as a going concern. The financial statements do not include
any adjustments that might result fro m the outcome of these uncertainties. In this regard, Management is planning to raise any necessary
additional funds through loans and additional sales of its common s tock. There is no assurance that the Company will be successful in raising
additional capital.
The Co mpany's ability to meet its obligations and continue as a going concern is dependent upon its ability to obtain additio nal financing,
achievement of profitable operations and/or the discovery, exp loration, develop ment and sale of mining reserves. The Co mpany cannot
reasonably be expected to earn revenue in the exp loration stage of operations. Although the Company plans to pursue additiona l financing,
there can be no assurance that the Co mpany will be able to secure financing when needed or to obtain such financing on terms satisfa ctory to
the Co mpany, if at all.
NOTE 3 – S UMMARY OF S IGNIFICANT ACCOUNTING POLICIES
The Co mpany prepares its financial statements in accordance with accounting principles generally accepted in the Un ited States of
America. Significant accounting policies are as follows:
Basis of Presentation
The Co mpany has produced min imal revenue fro m its principal business and is an exploration s tage company as defined by the Statement of
Financial Accounting Standards (SFAS) No. 7 ―Accounting and Reporting by Explorat ion State Enterprises ‖.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the Un ited States of A merica requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclos ure of contingent assets and
liab ilit ies at the date of the financial statements. These estimates and assumptions also affect the reported amounts of revenues, costs and
expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ
fro m those estimates.




                                                                       F-7
Exp lorat ion Stage Enterprise
The Co mpany's financial statements are prepared pursuant to the provisions of SFAS No. 7, ―Accounting for Develop ment Stage Enterprises,‖
as it devotes substantially all of its efforts to acquiring and exploring mining interests that will eventually provide sufficient net profits to
sustain the Company’s existence. Until such interests are engaged in major co mmercial production, the Co mpany will continue to prepare its
financial statements and related disclosures in accordance with entities in the development stage. Mining co mpanies subject to SFAS No. 7 are
required to label their financial statements as an ―Exp loratory Stage Co mpany,‖ pursuant to guidance provided by SEC Gu ide 7 for M ining
Co mpanies.
Revenue Recognition

As the Co mpany is continuing exp loration of its mineral properties, no significant revenues have been earned to date. The Co m pany recognizes
revenues at the time of delivery of the product. Revenue includes sales value received for our principle product, gold, and associated
by-product revenues fro m the sale of by-product metals consisting primarily o f gold. Revenue is recognized when title to gold passes to the
buyer and when collectibility is reasonably assured. The passing of title to the customer is based on terms of the sales cont ract. Product pricing
is determined at the point revenue is recognized by reference to active and freely traded co mmodity markets for examp le, the London Bullion
Market, an active and freely traded co mmodity market, for both gold and silver, in an identical form to the product sold.
Pursuant to guidance in Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition for Financial Statements", revenue is recognized
when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, no obligations remain and
collectib ility is probable. The passing of title to the customer is based on the terms of the sales contract. Product pricing is determined at the
point revenue is recognized by reference to active and freely traded co mmodity markets, for examp le the London Bullion Market for both gold
and silver, in an identical form to the product sold.
Cash and Cash Equivalents
The Co mpany considers all highly liquid investments with an orig inal maturity of three months or less to be cash equivalents. At June 18,
2008, cash and cash equivalents include cash on hand and cash in the bank.
Property and Equip ment
Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using principally th e straight-line
method. When items are retired or otherwise disposed of, inco me 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 fo llo w:

                                                                                              Depreciat ion/
                                    Asset Category                                          Amort izat ion Period
                                    Furniture and Fixture                                        3 Years
                                    Office equip ment                                            3 Years
                                    Leasehold improvements                                       5 Years
Mine Exp loration and Develop ment Costs
All explorat ion costs are expensed as incurred. Mine develop ment costs are capitalized after proven and probable reserves hav e been
identified. A mort ization is calcu lated using the units -of-production method over the expected life of the operation based on the estimated
recoverable mineral ounces.




                                                                        F-8
Mineral Propert ies
Significant pay ments related to the acquisition of mineral properties, mineral rights, and mineral leases are capitalized. If a commercially
mineable ore body is discovered, such costs are amort ized when production begins using the units -of-production method based on proven and
probable reserves. If no commercially mineable ore body is discovered, or such rights are otherwise determined to have no value, such costs are
expensed in the period in which it is determined the property has no future economic value.
Property Evaluations
Management of the Co mpany will periodically review the net carrying value of its properties on a property -by-property basis. These reviews
will consider the net realizab le value of each property to determine whether a permanent impairment in value has occurred and the need for any
asset write-down. An impairment loss will be recognized when the estimated future cash flows (undiscounted and without interest) expected to
result fro m the use of an asset are less than the carrying amount of the asset. Measurement of an impairment loss will be based on the
estimated fair value of the asset if the asset is expected to be held and used.
Although management will make its best estimate of the factors that affect net realizable value based on current conditions, it is reasonably
possible that changes could occur in the near term which could adversely affect management's estimate of net cash flo ws expected to be
generated from its assets, and necessitate asset impairment write-downs.
Reclamation and Remed iation Costs (Asset Retirement Ob ligation s)
The Co mpany had no operating properties at June 18, 2008, but the Co mpany ’s mineral properties will be subject to standards for mine
reclamat ion that are established by various governmental agencies. For these non -operating properties, the Co mpany accrues costs associated
with environ mental remediat ion obligations when it is probable that such costs will be incurred and they are reasonably estimable. Costs of
future expenditures for environ mental remediation are not discounted to their present value. Suc h costs are based on management's current
estimate of amounts that are expected to be incurred when the remed iation wo rk is performed within current laws and regulatio ns.
It is reasonably possible that due to uncertainties associated with defining the nature and extent of environmental contamina tion, applicat ion of
laws and regulations by regulatory authorities, and changes in remediat ion technology, the ultimate cost of re mediat ion and reclamat ion could
change in the future. The Co mpany continually reviews its accrued liabilit ies for such remediation and reclamation costs as e vidence becomes
available indicating that its remediat ion and reclamat ion liability has changed.
 The Co mpany 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. Reclamat ion costs are accreted over the life of the
related assets and are adjusted for changes resulting fro m the passage of time and changes to either the timing or amount of the original present
value estimate on the underlying obligation.
Mineral property rights
All d irect costs related to the acquisition of mineral p roperty rights are capitalized. Exp loration costs are charged to op erations in the period
incurred until such time as it has been determined that a property has economically recoverable reserves, at which time subse quent exp loration
costs and the costs incurred to develop a property are capitalized.
The Co mpany reviews the carrying values of its mineral p roperty rights whenever events or changes in circu mstances indicate that their
carrying values may exceed their estimated net recoverable amounts. An impairment loss is recognized when the carry ing value of those assets
is not recoverable and exceeds its fair value. As of June 18, 2008, management has determined that no impairment loss is require d.




                                                                         F-9
At such time as commercial production may co mmence, depletion of each min ing property will be provided on a unit -of-p roduction 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.

Asset retirement obligations

The Co mpany plans to recognize liabilities for statutory, contractual or legal obligations, including those associa ted with the reclamation of
mineral and mining properties and any plant and equipment, when those obligations result fro m the acquisition, construction, development or
normal operation of the assets. Initially, a liab ility for an asset retirement obligatio n will be recognized at its fair value in the period in wh ich it
is incurred. Upon init ial recognition of the liab ility, the corresponding asset retirement cost will be added to the carrying amount of the related
asset and the cost will be amo rtized as an expense over the economic life of the asset using either the unit-of-production method or the
straight-line method, as appropriate. Following the init ial recognition of the asset retirement obligation, the carry ing amount of the liability will
be increased for the passage of time and adjusted for changes to the amount or timing of the underlying cash flows needed to settle the
obligation.

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

Impairment of Long-Lived Assets

In accordance with SFAS No. 144, long-lived assets, such as property, plant, and equipment, and purchased int angibles, are rev iewed for
impairment whenever events or changes in circu mstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and
other intangible assets are tested for impairment annually. 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 carryin g 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. There were no events or changes in circu mstances that necessitated an impairment of long lived assets.

Income Taxes

Deferred inco me taxes are provided based on the provisions of SFAS No. 109, "Accounting for Inco me Taxes" ("SFAS 109"), t o reflect the tax
consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amo unts based on
enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxab le income. Valuation
allo wances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Concentration of Credit Risk


The Co mpany maintains its operating cash balances in banks in Phoenix, Arizona. The Federal Depository Insurance Corporation (FDIC)
insures accounts at each institution up to $100,000.
Share-Based Co mpensation
The Co mpany applies SFAS No. 123 ―Share -Based Payments‖ (―SFAS No. 123(R)‖) to share-based compensation, which requires the
measurement of the cost of services received in exchange for an award of an equity instrument based on the grant -date fair value of the
award. Co mpensation cost is recognized when the event occurs. The Black-Scholes option-pricing model is used to estimate t he fair value of
options granted.




                                                                           F-10
Basic and Diluted Net Loss Per Share
Net loss per share was computed by dividing the net loss by the weighted average number of co mmon shares outstanding during t he
period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by t he amount
of time that they were outstanding. Diluted net loss per share for the Co mpany is the same as basic net loss per share, as the inclusion of
common stock equivalents would be antidilutive. At June 18, 2008 the co mmon stock equivalents consisted of 250,000 options exercisable at
prices ranging fro m $.50 per share and no common stock warrants.
Fair Value of Financial Instruments
The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transactio n between willing
parties other than in a forced sale or liquidation.
The carrying amounts of the Company’s financial instruments, including cash, accounts payable and accrued liabilities, income tax payable and
related party payable approximate fair value due to their most maturit ies.
Recent Accounting Pronouncements
 Recent accounting pronouncements that the Company has adopted or will be required to adopt in the future are summarized b elow .
On December 21, 2007 the SEC staff issued Staff Accounting Bulletin No. 110 (SA B 110), which, effect ive January 1, 2008, amends and
replaces SAB 107, Share -Based Payment. SAB 110 expresses the views of the SEC staff regarding the use of a "simplified" method in
developing an estimate of expected term of "plain vanilla" share options in accordance with FASB Statement No. 123(R), Share-Based
Payment. Under the "simp lified" method, the expected term is calculated as the midpoint between the vesting date and the end of the
contractual term of the option. The use of the "simp lified" method, which was first described in Staff Accounting Bullet in No. 107, was
scheduled to expire on December 31, 2007. SAB 110 extends the use of the "simp lified"method for "plain vanilla" awards in cer tain situations.
The SEC staff does not expect the "simplified" method to be used when sufficient informat ion regarding exercise behavior, such as historical
exercise data or exercise informat ion fro m external sources, becomes available. The Co mpany is currently evaluating the potential impact that
the adoption of SAB 110 could have on its financial statements.
In December 2007, the FASB issued SFAS 141(R), ―Business Comb inations‖. This Statement replaces SFAS 141, Business Comb inations, and
requires an acquirer to recognize the assets acquired, the liabilities assumed, including those arising fro m contractual contingencies, any
contingent consideration, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date,
with limited exceptions specified in the statement. SFAS 141(R) also requires the acquirer in a business combination achieved in stages
(sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilities, as well as the noncontrolling interest in the
acquiree, at the full amounts of their fair values (or other amounts determined in accordance with SFAS 141(R)). In addit ion, SFA S 141(R)'s
requirement to measure the noncontrolling interest in the acquiree at fair value will result in recognizing the goodwill attributable to the
noncontrolling interest in addition to that attributable to the acquirer.
SFAS 141(R) amends SFAS No. 109, Accounting for Inco me Taxes, to require the acquirer to recognize changes in the amount of its deferred
tax benefits that are recognizable because of a business combination either in income fro m continuing operations in the period of the
combination or d irect ly in contributed capital, depending on the circu mstances. It also amends SFAS 142, Goodwill and Other I ntangible
Assets, to, among other things, provide guidance on the impairment testing of acquired research and development intangible assets and ass ets
that the acquirer intends not to use. SFAS 141(R) applies prospectively to business combinations for which the acquisition da te is on or after
the beginning of the first annual reporting period beginning on or after December 15, 2008. The Co mpany is currently evaluatin g the potential
impact that the adoption of SFAS 141(R) could have on its financial statements.
In December 2007, the FASB issued SFAS No. 160, ―Noncontrolling Interests in Financial Statements ‖ (―SFAS 160‖), which amends
Accounting Research Bulletin 51, Financial Statements, to establish accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. It also clarifies that anoncontrolling interest in a subsidiary is an owners hip interest in
the entity that should be reported as equity in the financial statements. SFAS 160 also changes the way the income statement is presented by
requiring net income




                                                                         F-11
to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also r equires disclosure, on
the face of the statement of income, of the amounts of net income attributable to the parent and to the nonc ontrolling interest. SFAS 160
requires that a parent recognize a gain or loss in net inco me when a subsidiary is de and requires expanded disclosures in th e fin ancial
statements that clearly identify and distinguish between the interests of the parent owne rs and the interests of the noncontrolling owners of a
subsidiary. SFAS 160 is effective for fiscal periods, and interim periods within those fiscal years, beginning on or after De cember 15, 2008.
The Co mpany does not expect the adoption of SFAS 160 to hav e a material impact on its financial statements.
In February 2007, the FASB issued SFAS No. 159, ―The Fair Value Option for Financial Assets and Financial Liabilities ‖ (SFAS 159), wh ich
will permit entit ies to choose to measure many financial assets and financial liabilities at fair value. The standard requires comp anies to provide
additional info rmation that will help investors and other users of financial statements more easily understand the effect of the company’s choice
to use fair value on its earnings. It also requires entities to display the fair value of those assets and liabilit ies for which the co mpany has chosen
to use fair value on the face of the balance sheet. This Statement is effective as of the beginning of an entity’s first fiscal year beginning after
November 15, 2007. The Co mpany is currently evaluating the potential impact of this statement on the financial statements and at this time
does not anticipate a material effect.

In September 2006, the Financial Accounting Standards Board (―FASB‖) issued SFAS No. 157, ―Fair Value Measurements‖ (SFAS 157).
SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measu rements
required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair
value. SFAS 157 is effective for the Co mpany’s fiscal year 2008.

In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes . FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with SFAS No. 109, Accounting for
Income Taxes ; prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return; and provides guidance on derecognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition. FIN 48 was effective beginning February 1, 2007.

The Co mpany adopted the provisions of FIN 48 on March 6, 2008. FIN 48 prov ides detailed guidance for the financial statement recognition,
measurement and disclosure of uncertain tax positions recognized in the financial statements in accordance with SFAS 109. Tax positions must
meet a ―more-likely-than-not‖ recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in s ubsequent
periods. The adoption of FIN 48 had an immaterial impact on the Co mpany ’s financial position and did not result in unrecognized tax benefits
being recorded. Accordingly, no corresponding interest and penalties have been accrued. The Co mpany files inco me tax returns in the U.S.
federal, state jurisdictions. No federal, state inco me tax examinations are underway in these jurisdictions. The Co mpany does not have any
prior years’ net operating losses which would be open for examination.

NOTE 4 – S HARE CAPITAL

On March 6, 2008 the Co mpany authorized 100,000,000 shares of common stock, at $.0001 par value and 10,300,000 are issued and
outstanding as of June 18, 2008.

During the period ended June 18, 2008, the Co mpany granted to members of the Board of Directors, 6,997,900 shares of common stock valued
in the aggregate at $69,979, for service rendered to the Co mpany outside of their responsibilit ies as members of the Board of Directors and
were valued concurrent with maximu m price the co mmon stock was sold in a pr ivate placement.

During the period ended June 18, 2008, the Co mpany issued 3,302,100 shares of its common stock for $85,000. The shares were issued to third
parties in a private placement of the Co mpany’s common stock. The shares were sold throughout the period ended June 18, 2008, at a range
between $.01 - .02 per share.




                                                                         F-12
During the period ended June 18, 2008, the Co mpany issued 250,000 options to its Chief Executive Officer that has a life of t wo years and fully
vested at issuance. The Co mpany charged and expensed the cost of the options issued of $2,500 based up on the maximu m p rice the common
stock was sold in a private placement.

NOTE 5 – NOTE PAYAB LE
Notes payable comprise the following as of June 18, 2008.

                                                                                                                           2008
          The Co mpany entered into a four year pro missory note with Go ld Exp lorations LLC on June 1, 2008
          in the amount of $99,000. The co mpany pays a monthly principle and interest payment to reduce the
          balance of the loan. The Co mpany pays payments each quarter starting October 1, 2008 and resumes
          payments until paid in full on March 1, 2012. The note has an interest rate of 12% Rate which is
          calculated monthly. The loan matures on March 1, 2012. Go ld Exp lorations LLC has a right to 2%
          royalty of the Net Smelter returns and will be paid quarterly.                                             $            84,358
            Total long-term note payable                                                                                          84,358
            Less current portion                                                                                                  28,358
              Long-term port ion of note payable                                                                     $            56,000


NOTE 6 - INCOME TAXES

The provision (benefit) for income taxes fro m continued operations for the period ended June 18, 2008 consist of the follo wing:
                                                                                                        June 18,
                                                                                                          2008
                           Current:
                                      Federal                                                     $
                                      State

                           Deferred:
                                   Federal                                                        $           60,115
                                   State                                                                      17,451
                                                                                                              60,289
                           Benefit fro m the operating
                             loss carryforward                                                               (60,289)

                           (Benefit) p rovision for income taxes, net                             $                  –




The difference between inco me tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as
follows:
                                                                                                          June 18,
                                                                                                            2008

                           Statutory federal inco me tax rate                                                  34.0%
                           State income taxes and other                                                         9.0%

                           Effective tax rate                                                                  40.0%




                                                                        F-13
Deferred inco me taxes result fro m temporary d ifferences 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 fro m the
following:
                                                                                                    June 18,
                                                                                                      2008

                              Net operating loss carryforward                                               60,289
                              Valuation allo wance                                                        (60,289)

                                       Deferred inco me tax asset                             $                   –


The Co mpany has a net operating loss carryforward of appro ximately $103,723 available to offset future taxable inco me through 2028.
NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Co mpany has entered into various consulting agreements with outside consultants. The Co mpany has a consulting agreement with various
professionals.

NOTE 8 – RELATED PARTY TRANSACTIONS

The Co mpany is managed by its key shareholder as of June 18, 2008.

During the period ended June 18, 2008, the Co mpany granted to members of the Board of Directors, 6,997,900 shares of common s tock. The
Co mpany issued 250,000 options to its Chief Executive Officer.

NOTE 9 – NET LOSS PER S HARE

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



                                                            * * * * * * * * *




                                                                      F-14
                            MANAGEMENT‟S DISCUSS ION AND ANALYS IS OR PLAN OF OPERATION
          Our current cash balance is $53,614. We believe our cash balance is sufficient to cover the expenses we will incur during the next
twelve months in a limited operations scenario or until we raise the funding fro m this offering. If we experience a shortage of funds prior to
funding we may utilize funds fro m our director, who has informally agreed to advance funds to allow us to pay for offering co sts, filing fees,
and professional fees, however he has no formal co mmit ment, arrangement or legal obligation to advance or loan funds to the company. In
order to achieve our business plan goals, we will need the funding fro m this offering. We are an exp loration stage company an d have generated
no revenue to date.
         Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on -going
business for the next t welve months unless we obtain additional capital to pay our bills. This is because we have not generat ed revenues and no
revenues are anticipated until we begin remov ing and selling minerals. There is no assurance we will ever reach that point.
          Our exp loration target is to find exp loitable minerals on our property. Our success depends on achieving that target. There is the
likelihood of our mineral claim containing little o r no economic mineralization or reserves of gold and other minerals. There is the possibility
that our claim does not contain any reserves and funds that we spend on exp loration will be lost. Even if we co mplete our current exp loration
program and are successful in identify ing a mineral deposit we will be required to expend substantial funds to bring our clai m to production.
We are unable to assure you we will be able to raise the additional funds n ecessary to implement any future explorat ion or extraction program
even if mineralizat ion is found.
Plan of Operati on

        BLM (Bureau of Land Management) Plan of Operations & Permitti ng
        Estimated time to obtain permits 30 days
        Posting a reclamation bond                                                                                          $      8,000
        Road imp rovement, construction & drill pads                                                                               5,000
        Supervision & labor                                                                                                        4,000
        Total                                                                                                               $     17,000
        Total estimated time 30-45 days

        Phase 1 'B' (optional)
        Backhoe trenching                                                                                                   $      9,000
        Sampling and assaying                                                                                                      6,000
        Trench reclamat ion                                                                                                        2,000
        Supervision & labor                                                                                                        5,000
        Total                                                                                                               $     22,000
        Total estimated time 15 days

        The purpose of the trenching is to better define or expand existing drill targets & possibly expand # of drill targets.

        Phase 1 ' C'
        Drilling a minimu m of 20 t wo-hundred foot RC drill holes
        = 4000 feet @$20 ft. =                                                                                              $      80,000
        Minimu m estimated Mob/demob                                                                                                6,000
        Additives & supplies                                                                                                        4,000
        Sample co llect ing & assaying                                                                                             30,000
        Supervision & labor                                                                                                        10,000
        Total                                                                                                               $     130,000
        Total estimated time 30 days

        It must be understood that drilling companies are currently running about 90 days behind. The Co mpany does not see this
        as a major problem as it may take about that amount of time to co mplete the above work, obtain permits, etc.




                                                                        23
           Phase 1 ' D'
           Site reclamat ion of drill pads and roads                                                                         $     5,000
           Shipping samples to lab                                                                                                 1,000
           Field supplies not mentioned above                                                                                      2,000
           Supervision & labor                                                                                                     5,000
            (the $8000 bond may be refunded if reclamation
           is comp leted properly)
           Total                                                                                                             $    13,000
           Total estimated time 10 days

           Please note the above is based on estimates only as the Company has not heard back fro m several co mpanies we have
           contacted for prices.
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, liquid ity, capital expendit ures or capital
resources that is material to investors.
Limited Operating History; Need for Additional Capital
         There is no historical financial information about us on which to base an evaluation of our performance. We are an exp loratio n stage
company and have not generated revenues fro m operations. We cannot guarantee we will be successful in our business operations. Our
business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the
exploration of our property, and possible cost overruns due to increases in the cost of services.
         To become profitable and co mpetitive, we must conduct the exp loration of our p roperties before we start into production of an y
minerals we may find. We are seeking funding fro m this offering to provide the capital required for our explorat ion program. We believe that
the funds fro m this offering will allo w us to operate for one year.
Liquidity and Capital Resources
           To meet our need for cash we are attempting to raise money fro m this offering. We cannot guarantee that we will be ab le to sell all the
shares required. If we are successful any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. If
the first phase of our exp loration program is successful in identify ing mineral deposits we will p roceed with phases two and three and any
subsequent drilling and ext raction. The sources of funding we may consider to fund this work include a second public offering , a private
placement of our securities or loans from our directors or others.
Critical Accounting Policies
        The Co mpany prepares its financial statements in accordance with accounting principles generally accepted in the Un ited State s of
America. Significant accounting policies are as follows:
Basis of Presentation
        The Co mpany has produced min imal revenue fro m its principal business and is an exploration stage company as defined by the
Statement of Financial Accounting Standards (SFAS) No. 7 ―Accounting and Reporting by Explorat ion State Enterprises‖.
Use of Estimates
         The preparation of financial statements in conformity with accounting principles generally accepted in the Un ited States of A merica
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilit ies and disclosure of contingent
assets and liabilit ies at the date of the financial statements. These estimates and assumptions also affect the reported amou nts of revenues, costs
and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ
fro m those estimates.




                                                                          24
Exploration Stage Enterprise
          The Co mpany's financial statements are prepared pursuant to the provisions of SFAS No. 7, ―Accounting for Develop ment Stage
Enterprises,‖ as it devotes substantially all of its efforts to acquiring and exp loring min ing interests that will eventually provide sufficient net
profits to sustain the Company’s existence. Until such interests are engaged in majo r co mmercial production, the Co mpany will continue to
prepare its financial statements and related disclosures in accordance with entities in the develop ment stage. Mining companies subject to
SFAS No. 7 are required to label their financial statements as an ―Explo ratory Stage Co mpany,‖ pursuant to guidance provided by SEC Guide
7 fo r Min ing Co mpanies.
Revenue Recognition
         As the Co mpany is continuing exp loration of its mineral properties, no significant revenues have been earned to date. The Co m pany
recognizes revenues at the time of delivery of the product. Revenue includes sales value received for our principle product, gold, and
associated by-product revenues fro m the sale of by-product metals consisting primarily of gold. Revenue is recognized when tit le to gold
passes to the buyer and when collectibility is reasonably assured. The passing of title to the customer is ba sed on terms of the sales contract.
Product pricing is determined at the point revenue is recognized by reference to active and freely traded co mmodity markets f or examp le, the
London Bullion Market, an act ive and freely traded commod ity market, fo r both g old and silver, in an identical form to the product sold.
         Pursuant to guidance in Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition for Financial Statements", revenue is
recognized when persuasive evidence of an arrangement exists, delivery h as occurred, the price is fixed or determinable, no obligations remain
and collectibility is probable. The passing of title to the customer is based on the terms of the sales contract. Product pricing is determined at
the point revenue is recognized by reference to active and freely traded commod ity markets, for example the London Bullion Market fo r both
gold and silver, in an identical form to the product sold.
Cash and Cash Equivalents
         The Co mpany considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At
June 18, 2008, cash and cash equivalents include cash on hand and cash in the bank.
Property and Equipment
          Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using principally the
straight-line method. When items are retired or otherwise disposed of, income is charged or cred ited for the difference between net bo ok 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 fo llo w:
                                                                                                   Depreciation/
                                    Asset Category                                               Amortization Period
                                   Furniture and Fixture                                          3 Years
                                   Office equip ment                                              3 Years
                                   Leasehold improvements                                         5 Years
Mine Exploration and Development Costs
          All explorat ion costs are expensed as incurred. Mine develop ment costs are capitalized after proven and probable reserves have been
identified. A mortizat ion is calculated using the units -of-production method over the expected life of the operation based on the estimated
recoverable mineral ounces.




                                                                          25
  Mineral Properties
         Significant pay ments related to the acquisition of mineral properties, mineral rights, and mineral leases are capitalized. If a
commercially mineable ore body is discovered, such costs are amortized when production begins using the units-of-production method based
on proven and probable reserves. If no co mmercially mineable ore body is discovered, or such rights are otherwise determined t o have no
value, such costs are expensed in the period in which it is determined the property has no future economic value.
Property Evaluations
          Management of the Co mpany will periodically review the net carrying value of its properties on a property -by-property basis. These
reviews will consider the net realizab le value of each property to determine whether a permanent impairment in value has occurred and the
need for any asset write-down. An impairment loss will be recognized when the estimated future cash flows (undiscounted and without
interest) expected to result from the use of an asset are less than the carrying amount of the asset. Measurement of an impairment loss will be
based on the estimated fair value of the asset if the asset is expected to be held and used.
         Although management will make its best estimate of the factors that affect net realizable value based on current conditions, it is
reasonably possible that changes could occur in the near term which could adversely affect management's estimate of net cash flows expected
to be generated fro m its assets, and necessitate asset impairment write-downs.
Reclamation and Remediation Costs (Asset Retirement Obligations)
         The Co mpany had no operating properties at June 18, 2008, but the Co mpany’s mineral properties will be subject to standards for
mine reclamat ion that are established by various governmental agencies. For these non-operating properties, the Co mpany accrues costs
associated with environmental remed iation obligations when it is probable that such costs will be incurred and they are reaso nably estimab le.
Costs of future expenditures for environ mental remediat ion 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 r egulations.
          It is reasonably possible that due to uncertainties associated with defining the nature and extent of environmental contamination ,
application of laws and regulations by regulatory authorities, and changes in remediat ion technology, the ultimate cost of re med iation and
reclamat ion could change in the future. The Co mpany continually rev iews its accrued liabilities for such remediation and reclamat ion costs as
evidence becomes available indicating that its remediat ion and reclamation liability has changed.
           The Co mpany 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 amo unt of the
original present value estimate on the underlying obligation.
Mineral property rights
         All d irect costs related to the acquisition of mineral p roperty rights are capitalized. Exp loration costs are charged to ope rations in the
period incurred until such time as it has been determined that a property has economically recoverable reserves, at which t ime subsequent
exploration costs and the costs incurred to develop a property are capitalized. The Co mpany reviews the carrying values of its mineral property
rights whenever events or changes in circu mstances indicate that their carrying values may exceed their estimated net recover able amounts. An
impairment loss is recognized when the carrying value of those assets is not recoverable and exceeds its fair value. As of June 18, 2008,
management has determined that no impairment loss is required.
         At such time as commercial production may co mmence, depletion of each min ing property will be provided on a unit -of-p roduction
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.




                                                                          26
Asset retirement obligations
          The Co mpany plans to recognize liabilities for statutory, contractual or legal obligations, including those associated with t he
reclamat ion of mineral and min ing properties and any plant and equipment, when those obligations result from the acquisition, construction,
development or normal operation of the assets. Initially, a liability for an asset retirement obligation will be recognized a t its fair value in the
period in which it is incurred. Upon init ial recognition of the liability, the corresponding as set retirement cost will be added to the carrying
amount of the related asset and the cost will be amo rtized as an expense over the economic life of the asset using either the unit-of-production
method or the straight-line method, as appropriate. Fo llo wing the in itial recognition of the asset retirement obligation, the carrying amount of
the liability will be increased for the passage of time and adjusted for changes to the amount or timing of the underlying ca sh flows needed to
settle the obligation.
         The Co mpany has posted reclamation bonds with the State of Arizona Reclamat ion Bond Pool for its properties as required by the
United States Bureau of Land Management, to secure potential clean -up and land restoration costs if the projects were to be abandoned or
closed. The Co mpany has recorded the cost of these bonds as an asset in the accompanying balance sheets.
Impairment of Long-Lived Assets
         In accordance with SFAS No. 144, long-lived assets, such as property, plant, and equipment, and purchased intangibles, are rev iewed
for impairment whenever events or changes in circu mstances indicate that the carrying amount of an asset may not be recoverab le. Goodwill
and other intangible assets are tested for impairment annually. 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 carryin g 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. There were no events or changes in circu mstances that necessitated an impairment of long lived assets.
Income Taxes
          Deferred inco me taxes are provided based on the provisions of SFAS No. 109, "Accounting for Inco me Taxes" ("SFAS 109"), t o
reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial repo rting amounts
based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect t axable inco me.
Valuation allo wances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Concentration of Credit Risk
        The Co mpany maintains its operating cash balances in banks in Phoenix, Arizona. The Federal Depository Insurance Corporation
(FDIC) insures accounts at each ins titution up to $100,000.
Share-Based Compensation
         The Co mpany applies SFAS No. 123 ―Share-Based Payments‖ (―SFAS No. 123(R)‖) to share-based compensation, which requires the
measurement of the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award.
Co mpensation cost is recognized when the event occurs. The Black -Scholes option-pricing model is used to estimate the fair value of options
granted.
Basic and Diluted Net Loss Per Share
          Net loss per share was computed by dividing the net loss by the weighted average number of co mmon 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 Co mpany is the same as basic net loss per share, as th e inclusion of
common stock equivalents would be antidilutive. At June 18, 2008 the co mmon stock equivalents consisted of 250,000 options exercisable at
prices ranging fro m $.50 per share and no common stock warrants.
Fair Value of Financial Instruments
         The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction be tween
willing part ies other than in a forced sale or liquidation.




                                                                          27
         The carrying amounts of the Company’s financial instruments, including cash, accounts payable and accrued liabilities, income tax
payable and related party payable approximate fair value due to their most maturities.
Recent Accounting Pronouncements
         Recent accounting pronouncements that the Co mpany has adopted or will be required to adopt in the future are summarized below.
         On December 21, 2007 the SEC staff issued Staff Accounting Bulletin No. 110 (SA B 110), which, effect ive January 1, 2008, amends
and replaces SAB 107, Share-Based Pay ment. SA B 110 expresses the views of the SEC staff regard ing the use of a "simp lified" method in
developing an estimate of expected term of "plain vanilla" share options in accordance with FASB Statement No. 123(R), Share-Based
Payment. Under the "simp lified" method, the expected term is calculated as the midpoint between the vesting date and the end of the
contractual term of the option. The use of the "simp lified" method, which was first described in Staff Accounting Bullet in No . 107, was
scheduled to expire on December 31, 2007. SAB 110 extends the use of the "simp lified"method for "plain vanilla" awards in certain situations.
The SEC staff does not expect the "simplified" method to be used when sufficient informat ion regarding exercise behavior, suc h as historical
exercise data or exercise informat ion fro m external sources, becomes available. The Co mpany is currently evaluating the potential impact that
the adoption of SAB 110 could have on its financial statements.
          In December 2007, the FASB issued SFAS 141(R), ―Business Comb inations‖. This Statement replaces SFAS 141, Business
Co mbinations, and requires an acquirer to recognize the assets acquired, the liabilities assumed, including those arising fro m co ntractual
contingencies, any contingent consideration, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values
as of that date, with limited exceptions specified in the statement. SFAS 141(R) also requires the acquirer in a business combination achieved
in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilit ies, as well as the noncontrolling interest in
the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with SFAS 141(R)). In additio n, SFAS
141(R)'s requirement to measure the noncontrolling interest in the acquiree at fair value will result in recognizing the good will attributable to
the noncontrolling interest in addition to that attributable to the acquirer.
          SFAS 141(R) a mends SFAS No. 109, Accounting for Inco me Taxes, to require the acquirer to recognize changes in the amount of its
deferred tax benefits that are recognizable because of a business combination either in inco me fro m continuing operations in the period of the
combination or d irect ly in contributed capital, depending on the circu mstances. It also amends SFAS 142, Goodwill and Other I ntangible
Assets, to, among other things, provide guidance on the impairment testing of acquired research and development intangible assets and assets
that the acquirer intends not to use. SFAS 141(R) applies prospectively to business combinations for which the acquisition da te is on or after
the beginning of the first annual reporting period beginning on or after December 15, 2008. The Co mpany is currently evaluatin g the potential
impact that the adoption of SFAS 141(R) could have on its financial statements.
          In December 2007, the FASB issued SFAS No. 160, ―Noncontrolling Interests in Financial Statements ‖ (―SFAS 160‖), which amends
Accounting Research Bulletin 51, Financial Statements, to establish accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. It also clarifies that anoncontrolling interest in a subsid iary is an ownership interest in
the entity that should be reported as equity in the financial statements. SFAS 160 also changes the way the income statement is presented by
requiring net income to be reported at amounts that include the amounts attributab le to both the parent and the noncontrolling interest. It also
requires disclosure, on the face of the statement of income, of the amounts of net income attributable to the parent and to t he noncontrolling
interest. SFAS 160 requires that a parent recognize a gain or loss in net income when a subsidiary is de and requires expanded disclosures in
the financial statements that clearly identify and distinguish between the interests of the parent owners and the interests o f the noncontrolling
owners of a subsidiary. SFAS 160 is effective for fiscal periods, and interim periods within those fiscal years, beginning on or after
December 15, 2008. The Co mpany does not expect the adoption of SFAS 160 to have a material impact on its financial statements.
        In February 2007, the FASB issued SFAS No. 159, ―The Fair Value Option for Financial Assets and Financial Liabilities ‖ (SFAS
159), which will permit entit ies to choose to measure many financial assets and financial liabilities at fair value. The stan dard requires
companies to provide additional information that will help investors and other users of financial statements more easily understa nd the effect of
the company’s choice to use




                                                                          28
fair value on its earnings. It also requires entities to display the fair value of those assets and liabilit ies for which the co mpany has chosen to use
fair value on the face of the balance sheet. This Statement is effective as of the beginning of an entit y’s first fiscal year beginning after
November 15, 2007. The Co mpany is currently evaluating the potential impact of this statement on the financial statements and at this time
does not anticipate a material effect.
         In September 2006, the Financial Accounting Standards Board (―FASB‖) issued SFAS No. 157, ―Fair Value Measurements‖ (SFAS
157). SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements
required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair
value. SFAS 157 is effective for the Co mpany’s fiscal year 2008.
          In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes . FIN 48 clarifies
the accounting for uncertainty in inco me taxes recognized in an enterprise's financial statements in accordance with SFAS No. 109, Accounting
for Income Taxes ; prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return; and provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure and transition. FIN 48 was effective beginning February 1, 2007.
          The Co mpany adopted the provisions of FIN 48 on March 6, 2008. FIN 48 prov ides detailed guidance for the financial statement
recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements in accordance with SFAS 109. Tax
positions must meet a ―mo re-likely-than-not‖ recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in
subsequent periods. The adoption of FIN 48 had an immaterial impact on the Co mpany’s financial position and did not result in unrecognized
tax benefits being recorded. Accordingly, no corresponding interest and penalties have been accrued. The Company files income tax returns in
the U.S. federal, state jurisdictions. No federal, state income tax examinations are underway in these jurisdictions. The Co mpan y does not have
any prior years’ net operating losses which would be open for examination.




                                                                           29
                  CHANGES IN AND DIS AGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOS URE
         None.
                             DIRECTOR, EXECUTIV E OFFICER, PROMOTER AND CONTROL PERSON
         The officers and directors of Bonanza Goldfields Corp.are as fo llo ws:
                                                                                                                  =         Date First
          Name & Address                                     Age      Position                                               Ele cte d
          Ro my Anne Ralph                                   34       Director                                             5/24/2008
          Rose Marie Soullier                                62       Director                                             5/24/2008
          Chris Tomkinson                                    43       President, Secretary, CEO, CFO                       5/30/2008

          Pamela Thompson                                    45       Treasurer                                            5/30/2008

         The foregoing persons are promoters of Bonanza Go ldfields Co rp., as that term is defined in the rules and regulations promu lg ated
under the Securities and Exchange Act of 1933. Directors are elected to serve until the next annual meeting of stockholders and until their
successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of d irectors follo wing the next annual
meet ing of stockholders and until their successors have been elected and qualified.
        The Co mpany’s directors and officers currently devotes 2 hours per week each to company matters, in the future they intend to devote
as much time as the board of directors deems necessary to manage the affairs of the co mpany.
          No executive officer or d irector of the corporation has been the subject of any order, judgment, o r decree of any court of co mpetent
jurisdiction, or any regulatory agency permanently or temporarily enjoin ing, barring, suspending or otherwise limit ing him or h er fro m acting
as an investment advisor, underwriter, bro ker or dealer in the securities industry, or as an affiliated person, director or e mp loyee of an
investment company, bank, savings and loan association, or insurance company or fro m engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of any securities.
         No executive officer or d irector of the corporation has been convicted in any criminal proceeding (excluding traffic vio lations) or is
the subject of a criminal proceeding wh ich is currently pending.
Background Information
Chris Tomkinson
         Chris Tomkinson has been hired to serve as our President, Secretary, Chief Executive Officer, and Ch ief Financial Officer, sin ce
May 28, 2008. Fro m 2000 until the present Mr. To mkinson has been self-emp loyed in the property development and excavatio n industry.
Mr. To mkinson is an Electrical engineer technician and has done high voltage termination and underground termination. He has substantia l
experience in road construction and water sewer main installations. He is also license to install underground septic systems.
Pamela Thompson
         Pamela J Thompson has been hired to serve as our Treasurer of the Co mpany. Ms. Tho mpson holds a Bachelor of Science fro m
Moorhead State University in Accountancy and holds her licenses as a Certified Public Accountant in the State of Arizona. She is a member of
the Arizona Society of Certified Public Accountants and American Institute of Cert ified Public Accountants, and is the founde r and principle
Executive Officer of The Tho mpson Group, CPA’s. She is also a member of the Arizona Women’s Society of Certified Public Accountants,
Multiple Joys, Inc. and Behind the Bench: Nat ional Basketball Wives Association.
          Prior to jo ining the Co mpany, Ms. Tho mpson practiced public accounting for the international firm o f Arthur Andersen and Pannell
Kerr Forester, and a reg ional firm Eide, Bailey and Co mpany. She has had over 20 years of experience in tax, accounting, and Securitie s and
Exchange Co mmission compliance for publicly t raded companies. Ms. Thompson maintains a clientele of both public and private companies in
a variety of business industries as well as in the area of pro fessional athletes. Ms. Thompson has been featured in Wall Street Journal,




                                                                         30
Arizona Republic, New Jersey Star, Arizona Women’s Success Magazine, National Basketball Players Association Magazine, Behind the
Bench: National Basketball Wives Association Magazine.
Romy Anne Ral ph
         After having achieved her Office Manager Diplo ma in 1995, M rs. Ro my Anne Ralph, Canadian citizen, joined the Canadian Armed
Forces as a National Instructor for the Pacific Region. Paralell to the army M rs. Ralph is part of the St . John Ambulance Executive Co mmittee
where she also serves as a First Aid/ CPR instructor.
         Mrs. Ralph has been in command of 90 youth and 10 adult staff members at the Canadian Armed Forces until recently, and serves as a
part-time Supervisor and Instructor for Cadets and senior staff.
          Born in Canada in 1974, Mrs. Ralph is married and has three children.
Rose Marie Soullier
         Rose Marie Soullier has been appointed to be a director of our Co mpany since May 24, 2008. Ms. Soullier has been a director of a
corporate service provider based in Nevis since 1997 and has acted as trustee for various private and corporate clients.
         Fro m the mid 70's Mrs. Soullier has also been the manager of her husband Ronald Soullier, a Belg ian born Canadian artist, until his
death in 2005.
          Mrs. Rose Marie Soullier, a Peruvian born Canadian cit izen, has a mult ilingual background, having studied in Peru, Brazil and
Canada.
Compensati on of Directors
         We do not pay our Directors any fees in connection with their role as members of our Board. Directors are not paid for meet in gs
attended at our corporate headquarters or for telephonic meet ings. Our Directors are reimbursed for travel and out -of-pocket expenses in
connection with attendance at Board meetings. Each board member serves for a one year term until elections are held at each a nnual meet ing.
         Directors are elected at the Co mpany's annual meet ing of Stockholders and serve for one year until the next annual Stockholders'
meet ing or until their successors are elected and qualified. Officers are elected by the Board of Directors and their terms o f office are, except to
the extent governed by employ ment contract, at the discretion of the Board. The Co mpany reimburses all Directors for their ex penses in
connection with their activit ies as directors of the Co mpany. Directors of the Co mpany who are also employees of the Co mp any will not
receive additional compensation for their services as directors.
Family Relationships
          There are no family relationships on the Board of Directors.




                                                                         31
                                                   EXEC UTIVE COMPENS ATION
        Our current officer receives no compensation. The current Board of Directors is comprised of Ro my Anne Ralph, Rose Marie Soullier
and corporate officers Chris To mkinson, President, CEO, CFO, Secretary and Pamela Tho mpson, Treasurer.
                                        JUNE 18, 2008 SUMMARY COMPENS ATION TAB LE

                                                                                               Change in
                                                                                                Pension
                                                                                               Value and
                                                                            Non-Equity        Nonqualified
                                                                             Incentive          Deferred
Name and                                           Stock      Option           Plan           Compensation        All Other
Principal                  Salary      Bonus      Awards      Awards       Compensation         Earnings        Compensation       Total
Position        Year        ($)         ($)         ($)         ($)             ($)                ($)                ($)           ($)
Chris           2008             0          0            0      2,500                  0                   0                0       2,500
Tomkinson
CEO & CFO




Pamela          2008        1,500          0            0           0                  0                  0                 0       1,500
Thompson
Treasurer




Romy Anne       2008            0          0       33,000           0                  0                  0                 0      33,000
Ralph
Director




Rose Marie      2008            0          0       36,979           0                  0                  0                 0      36,979
Soullier
Director




                                                                    32
Please note: Based on the SEC changes effective December 29, 2006, this table will be changed. Updated table to be distribute d once the
SEC has issued the new table.

                                       JUNE 18, 2008 GRANTS OF PLAN-BAS ED AWARDS TAB LE
                                                                                                                               All Other
                                                                                                             All Other          Option
                                                                                                           Stock Awards:        Awards:
                                                                                                             Number of         Number of        Exercise or
                                                                                                              Shares of        Securities       Base Price
                                                                                                              Stock or         Underlying       of Option
              G rant                                                                                           Units            Options          Awards
Name          Date                                                                                               (#)               (#)           ($ / Sh)




                             Estimated Future Payouts Under           Estimated Future Payouts Under
                            Non-Equity Incentive Plan Awards           Equity Incentive Plan Awards
                         Threshold        Target        Maximum   Threshold        Target        Maximum
                            ($)             ($)             ($)      (#)              (#)            (#)


Chris              0             0            0               0           0            0               0                   0                0                 0
To mkinson
CEO & CFO
P amela            0             0            0               0           0            0               0                   0                0                 0
Thompson
Treasurer


Romy Anne          0             0            0               0           0            0               0                   0                0                 0
Ralph
Director


Rose Marie         0             0            0               0           0            0               0                   0                0                 0
Soullier
Director




                                                                           33
                        JUNE 18, 2008 OUTSTANDING EQUITY AWARDS AT FIS CAL YEAR -END TAB LE

                                                             Option A wards                                                                               Stoc k A wards
                                                                                                                                                                                                Equity
                                                                                                                                                                                              Incenti ve
                                                                     Equity                                                                                        Equity Ince nti ve       Plan A wards:
                                                                    Incenti ve                                                                                      Plan A wards:             Mar ke t or
                                                                  Plan A wards:                                                           Mar ke t                    Number of             Pa yout Value
                      Number of          Number of                 Number of                                          Number of           Value of                    Unearned               of Unearned
                       Securiti es        Securiti es               Securiti es                                        Shares or         Shares or                  Shares, Units           Shares, Units
                      Underl ying        Underl ying               Underl ying                                          Units of          Units of                     or Othe r              or Othe r
                      Unexercised        Unexercised               Unexercised        Option                          Stoc k That       Stoc k That                  Rights That             Rights That
                        Options            Options                  Unearned          Exercise        Option           Have No t         Have No t                    Have No t               Have No t
                          (#)                (#)                     Options           Price         Expiration         Vested            Vested                        Vested                  Vested
Name                  Exercisable        Unexercisable                 (#)              ($)            Date              (#)               ($)                             (#)                   ($)


Chris Tomkinson                      0                   0                        0              0                0                 0                 0                                 0                   0
CEO & CFO
Pamela Thompson                      0                   0                        0              0                0                 0                 0                                 0                   0
Treasurer

Romy Anne Ralph                      0                   0                        0              0                0                 0                 0                                 0                   0
Director

Rose Marie Soullier                  0                   0                        0              0                0                 0                 0                                 0                   0
Director




                                                                                              34
                            JUNE 18, 2008 OPTION EX ERCIS ES AND S TOCK VES TED TABLE

                                                   Option Awards                                        Stock Awards
                                     Number of Shares              Value Realized        Number of Shares              Value Realized
                                    Acquired on Exercise            on Exercise         Acquired on Vesting             on Vesting
                                            (#)                         ($)                     (#)                         ($)
Chris Tomkinson CEO & CFO                              0                            0                      0                            0

Pamela Thompson                                        0                            0                      0                            0
Treasurer

Ro my Anne Ralph                                       0                            0                      0                            0
Director

Rose Marie Soullier                                    0                            0                      0                            0
Director




                                                              35
                            JUNE 18, 2008 PENSION B ENEFITS TABLE

                                                Number of         Present Value       Payments During
                                                  Years          of Accumulated          Last Fiscal
                                              Credited Service       Benefit               Ye ar
Name                           Plan Name            (#)                ($)                   ($)
Chris Tomkinson CEO & CFO       NONE                         0                    0                     0

Pamela Thompson                 NONE                         0                    0                     0
Treasurer

Ro my Anne Ralph                NONE                         0                    0                     0
Director

Rose Marie Soullier             NONE                         0                    0                     0
Director




                                             36
                            JUNE 18, 2008 NONQUALIFIED DEFERR ED COMPENS ATION TAB LE

                                      Executive          Registrant         Aggregate                         Aggregate
                                    Contributions       Contributions        Earnings      Aggregate          Balance at
                                       in Last             in Last            in Last     Withdrawals /       Last Fiscal
                                     Fiscal Year         Fiscal Year        Fiscal Year   Distributions       Ye ar-End
Name                                     ($)                 ($)                ($)            ($)                ($)
Chris Tomkinson CEO & CFO                           0                   0             0                   0                 0

Pamela Thompson                                     0                   0             0                   0                 0
Treasurer

Ro my Anne Ralph                                    0                   0             0                   0                 0
Director

Rose Marie Soullier                                 0                   0             0                   0                 0
Director




                                                           37
                            JUNE 18, 2008 DIRECTOR COMPENS ATION TAB LE

                                                                     Change
                                                                   in Pension
                                                                   Value and
                                                  Non-Equity      Nonqualified
              Fees Earned                          Incentive        Deferred
                or Paid      Stock     Option        Plan        Compensation      All Othe r
                in Cash     Awards     Awards    Compensation       Earnings     Compensation       Total
Name               ($)        ($)        ($)          ($)              ($)             ($)           ($)
Chris                   0        0      2,500               0                0                  0    2,500
Tomkinson
CEO &
CFO

Romy Anne               0    33,000         0               0                0                  0   33,000
Ralph
Director

Rose M arie             0    36,979         0               0                0                  0   36,979
Soullier
Director




                                                38
                                      JUNE 18, 2008 ALL OTHER COMPENS ATION TAB LE

                                                                             Company
                    Perquisites                                            Contributions                          Change
                    and Other                                              to Retirement       Severance        in Control
                     Personal                  Tax             Insurance     and 401(k)        Payments /       Payments /
                     Benefits             Reimbursements       Premiums        Plans            Accruals         Accruals        Total
Name         Year       ($)                    ($)                ($)           ($)               ($)               ($)           ($)

Chris        2008                 0                        0           0                   0                0                0       0
Tomkinson
CEO & CFO
Pamela       2008                 0                        0           0                   0                0                0       0
Thompson
Treasurer

Romy Anne    2008                 0                        0           0                   0                0                0       0
Ralph
Director

Rose Marie   2008                 0                        0           0                   0                0                0       0
Soullier
Director




                                                                 39
                               JUNE 18, 2008 PERQUIS ITES TAB LE

                                                                                              Total
                                Personal                                                   Pe rquisites
                                 Use of        Financial                                       and
                                Company        Planning/                 Executive        Other Pe rsonal
Name                    Year   Car/Parking     Legal Fees    Club Dues   Relocation          Benefits

Chris Tomkinson CEO &   2008             0              0            0                0                     0
CFO

Pamela Thompson         2008             0              0            0                0                     0
Treasurer

Ro my Anne Ralph        2008             0              0            0                0                     0
Director

Rose Marie Soullier     2008             0              0            0                0                     0
Director




                                              40
              JUNE 18, 2008 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TAB LE

                                          B ef ore Change in       Af ter Change in
                                                Control                 Control
                                             Termination              Termination
                                          w/o Cause or f or           w/o Cause or         Voluntary                                     Change in
Name                     B enef it          G ood Reason           f or Good Reason       Termination     Death         Disability        Control


Chris                                0                         0                      0             0         0                      0             0
Tomkinson
CEO &
CFO

Pamela                               0                         0                      0             0         0                      0             0
Thompson
Treasurer

Romy Anne                            0                         0                      0             0         0                      0             0
Ralph
Director

Rose M arie                          0                         0                      0             0         0                      0             0
Soullier
Director

Long-Term Incenti ve Pl an Awards
          We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over
a period longer than one fiscal year, whether such performance is measured by reference to our financial performance, our st ock price, or any
other measure.
         There are no current emp loyment agreements between the company and its executive officer.
          Our officers and directors currently devote approximately 5 hours per week each to manage the affairs of the co mpany. They ha ve
agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management sa laries. At
this time, we cannot accurately estimate when sufficient revenues will occur to imp lement this compensation, or what the amount of the
compensation will be.
        There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or emp loyees in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.




                                                                          41
                                           MARKET FOR REGIS TRANT'S COMMON EQUIT Y,
                   RELATED STOCKHOLDER MATTERS AND ISS UER PURCHAS ES OF EQUITY S ECURITIES
           Our co mmon shares are not currently quoted on any exchange.
Hol ders
           We have approximately 19 record holders of our co mmon stock as of June 18, 2008.
Div idend Policy
          We have never paid any cash dividends on our common shares, and we do not anticipate that we will pay any dividends with respect
to those securities in the foreseeable future. Ou r current business plan is to retain any future earnings to finance the expa nsion development of
our business.
Equity Co mpensation Plan Informat ion
Stock Opti on Plan
The Co mpany has granted the President, Secretary, CEO, CFO, Chris To mkinson, 250,000 options to acquire the Co mpany ’s common stock at
$0.50 per share expiring in 2 years. There are no other stock option or equity compensation plans at the current time.




                                                                         42
                       SECURITY OWNERS HIP OF CERTAIN B EN EFICIAL OWNERS AND MANAGEMENT
        The following table sets forth informat ion on the ownership of Bonanza Go ldfields Corp. voting securities by officers, d irect ors and
major shareholders as well as those who own beneficially more than five percent of our co mmon stock as of the date of this prospectus:
                                                     No. of                   No. of                    Percentage
                                                    Shares                   Shares                   of Ownership:
     Name of                                         Before                   After                       Before                  After
     Beneficial Owner (1)                           Offering                 Offering                    Offering                Offe ring


     Ro my Anne Ralph                                 3,647,900                 3,647,900                       52.1%                35.4%

     Rose Marie Soullier                              3,350,000                 3,350,000                       47.9%                32.5%

     Chris Tomkinson                                           0                         0                       0.0%                 0.0%

     Pamela Thompson                                           0                         0                       0.0%                 0.0%

  All Officers and
  Directors as a Group                       6,997,900               10,300,000                    100.0%               67.9%
———————
   (1)
       The person named may be deemed to be a "parent" and "promoter" of the Co mpany, within the meaning of such terms under the
       Securities Act of 1933, as amended.




                                                                        43
                                      CERTAIN RELATIONS HIPS AND RELATED TRANSACTIONS
          The directors and officers of the co mpany will not be paid for any underwrit ing services that they perform on our behalf with respect
to this offering. They will also not receive any interest on any funds that they may advance to us for expenses incurred prior to the offering
being closed. Any funds loaned will be repaid fro m the proceeds of the offering.
Disclosure of Commission Position of Indemnification for Securities Act Liabilities
         Neither our A rticles of Incorporation nor By laws prevent us from indemnifying our officers, directors and agents to the extent
permitted under the Nevada Revised Statute ("NRS"). NRS Section 78.502, provides that a corporation shall indemnify any director, officer,
emp loyee or agent of a corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in co nnection with any
the defense to the extent that a director, officer, emp loyee or agent of a corporation has been successful on th e merits or otherwise in defense of
any action, suit or proceeding referred to Section 78.502(1) or 78.502(2), or in defense of any claim, issue or matter therein.

          NRS 78.502(1) provides that a corporation may indemn ify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, ad ministrative or investigative, except an action by or in
the right of the corporation, by reason of the fact that he is or was a director, officer, emp loyee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, emp loyee or agent of another corporation, partnership, joint ventur e, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him
in connection with the action, suit or proceeding if he: (a) is not liab le pursuant to NRS 78.138; or (b) acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

          NRS Section 78.502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, emp loyee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including
amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or sett lement of the
action or suit if he: (a) is not liab le pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to wh ich such a person
has been adjudged by a court of competent jurisdiction, after exhaustion of al l appeals there fro m, to be liab le to the corporation or for amounts
paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought o r other court of
competent jurisdiction determines upon application that in view of all the circu mstances of the case, the person is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper.

          NRS Section 78.747, provides that except as otherwise provided by specific statute, no director or officer of a corporation is
individually liab le for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the c orporation. The court as a
matter o f law must determine the question of whether a director or officer acts as the alter ego of a corporation.

         No pending material lit igation or proceeding involving our directors, executive officers, emp loyees or other agents as to which
indemn ification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for
indemn ification by any of our directors or executive officers.

          Insofar as indemnificat ion for liabilit ies arising under the Securit ies Act may be permitted to directors, officers or person s controlling
us pursuant to the foregoing provisions, we have been informed that, in the opinion of the Securities and Exchange Co mmission, such
indemn ification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for
indemn ification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or




                                                                            44
controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matt er has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whethe r such indemnificat ion by us is against public policy as
expressed hereby in the Securities Act and we will be governed by the final adjudicat ion of such issue.
Where You Can Find More Informati on
          We have filed with the Co mmission a registration statement on Form S-1 under the 1933 Act with respect to the securities offered by
this prospectus. This prospectus, which fo rms a part of the reg istration statement, doe s not contain all the information set forth in the
registration statement, as permitted by the rules and regulations of the Co mmission. For further informat ion with respect to us and the securities
offered by this prospectus, reference is made to the regis tration statement. Statements contained in this prospectus as to the contents of any
contract or other document that we have filed as an exhib it to the registration statement are qualified in their entirety by referen ce to the to the
exhibits for a co mplete statement of their terms and conditions. The registration statement and other information may be read and copied at the
Co mmission’s Public Reference Roo m at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain info rmation on the operation o f
the Public Reference Roo m by calling the Co mmission at 1-800-SEC-0330. The Co mmission maintains a web site at http://www.sec.gov that
contains reports, proxy and information statements, and other informat ion regarding issuers that file electronically wit h the Commission.




                                                                         45
                                          DEALER PROSPECTUS DELIV ERY OBLIGATION
        “Until ______________, all dealers that effect transactions in these securities, whether or not partici pating in this offeri ng ,
may be required to deli ver a prospectus. This is in addi tion to the dealers ‟ obligation to deli ver a pros pectus when acting as
underwriters and wi th respect to their unsol d allotments or subscripti ons.”




                                                                      46
                                                            PART II
                                          INFORMATION NOT REQUIRED IN THE PROSPECTUS
Other Expenses of Issuance and Distribution
          The estimated costs of the offering are denoted below. Please note all amounts are estimates other than the Co mmission ’s registration
fee.
                  Securities and Exchange Co mmission registration fee                                                      $        4
                  Accounting fees and expenses                                                                              $    3,850
                  Legal fees                                                                                                $   20,000
                  Preparation and EDGA R conversion fees                                                                    $    1,300
                  Transfer Agent fees                                                                                       $      750
                  Printing                                                                                                  $      547
                  Total                                                                                                     $   25,600


Indemnification of Directors and Officers
The By-Laws of Bonanza Go ldfields Corp. allow for the indemnification of the officers and directors in regard to their carry ing out the duties
of their offices. The board of directors will make determination regarding the indemnificat ion of the director, officer o r emp loyee as is proper
under the circumstances if he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law.
Section 78.751 of the Nevada Business Corporation Act provides that each corporation shall have t he following powers:
1.
       A corporation may indemn ify any person who was or is a party or is threatened to be made a party to any threatened, pending or
       completed action, suit or proceeding, whether civil, criminal, ad ministrative or investigative, except an action by or in the right of the
       corporation, by reason of any fact that he is or was a director, officer, emp loyee or agent of the corporation, or is or was serving at the
       request of the corporation as a director, officer, employee or agent of another co rporation, partnership, joint venture, trust or other
       enterprise, against expenses, including attorneys fees, judgments, fines and amounts paid in settlement actually and reasonab ly incurred
       by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in
       or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reaso nable cause to
       believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a
       pleas of nolo contendere or its equivalent, does not, of itself, create a p resumption that the person did not act in good faith and in a
       manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any
       criminal action or proceeding, he had a reasonable cause to believe that his conduct was unlawful.
2.
       A corporation may indemn ify any person who was or is a party or is threatened to be made a party to any threatened, pending or
       completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a
       director, officer, emp loyee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
       emp loyee or agent of another corporation, partnership, jo int venture, trust or other enterprise against expen ses, including amounts paid in
       settlement and attorneys fees actually and reasonably incurred by him in connection with the defense or settlement of the act ion or suit if
       he acted in good faith and in a manner wh ich he reasonably believed to be in or not o pposed to the best interests of the corporation.
       Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of comp etent
       jurisdiction, after exhaustion of all appeals there fro m, to be liab le to th e corporation or for amounts paid in settlement to the corporation,
       unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction , determines
       upon application that in view of all the circu mstances of the case, the person is fairly and reasonably entitled to indemn ity for s uch
       expenses as the court deems proper.




                                                                           II-1
3.
      To the extent that a director, o fficer, employee or agent of a corporation has been successful on the merits or otherwise in defen se of any
      action, suit or proceeding referred to in sections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by
      the corporation against expenses, including attorneys fees, actually and reasona bly incurred by him in connection with the defense.
4.
      Any indemnification under sections 1 and 2, unless ordered by a court or advanced pursuant to section 5, must be made by the
      corporation only as authorized in the specific case upon a determination that indemnificat ion of the director, o fficer, employee or agent is
      proper in the circu mstances. The determination must be made:
            a.
                  By the stockholders;
            b.
                  By the board of directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or
                  proceeding;
            c.
                  If a majo rity vote of a quoru m consisting of directors who were not parties to the act, suit or proceeding so orders, by
                  independent legal counsel, in a written opinion; or
            d.
                  If a quoru m consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent
                  legal counsel in a written opinion.
5.
      The certificate of articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers
      and directors incurred in defending a civil or criminal act ion, suit or proceeding must be paid by the corporation as they ar e incurred and
      in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the direct or or
      officer to repay the amount if it is ult imately determined by a court of co mpetent jurisdiction that he is not entitled to be indemn ified by
      the corporation. The provisions of this section do not affect any rights to advancement of expenses to which corporate personnel other
      than director or officers may be entitled under any contract or otherwise by law.
6.
      The indemn ification and advancement of expenses authorized in o r ordered by a court pursuant to this section:
            a.
                  Does not include any other rights to which a person seeking indemnification or advancement of expenses may be entitled
                  under the certificate or articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or
                  otherwise, for either an action in his official capacity or an action in another capacity while hold ing his office, except th at
                  indemn ification, unless ordered by a court pursuant to section 2 or for the advancement of expenses made pursuant to section
                  5, may not be made to or on behalf of any director or officer if a final ad judication establishes that his acts or omission
                  involved intentional misconduct, fraud or a knowing vio lation of the law and wa s material to the cause of action.
            b.
                  Continues for a person who has ceased to be a director, officer, emp loyee or agent and inures to the benefit of the heirs,
                  executors and administrators of such a person.
            c.
                  The Articles of Incorporation provides that ―the Corporation shall indemnify its officers, directors, employees and agents to
                  the fullest extent permitted by the General Co rporation Law of Nevada, as amended fro m t ime to t ime.‖
          As to indemnification for liabilities arising under the Securities Act of 1933 for d irectors, officers or persons controlling Bonanza
Go ldfields Corp., we have been informed that in the opinion of the Securit ies and Exchange Co mmission such indemnificat ion is against public
policy and unenforceable.
Recent Sales of Unregistered Securities
        Set forth below is information regarding the issuance and sales of securities without registration since inception. No such s ales
involved the use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no
commissions were paid in connection with the sale of any securities.




                                                                        II-2
          In June 2008 a total of 3,302,100 co mmon shares were sold to public non-U.S. investors, for an average price of $0.026 per share. The
offer and sale of all Shares of our common stock listed above were affected in reliance on the exemptions for sales of securities not involving a
public offering, as set forth in Regulation S pro mulgated under the Securities Act. The Investor acknowledged the following: Subscriber is not
a United States Person, nor is the Subscriber acquiring the Shares directly or indirect ly for the account or benefit of a Un ited States Person.
None of the funds used by the Subscriber to purchase the Units have been obtained from Un ited States Persons. For purposes of this
Agreement, ―Un ited States Person‖ within the meaning of U.S. tax laws, means a cit izen o r resident of the Un ited States, any former U.S.
citizen subject to Section 877 o f the Internal Revenue Code, any corporation, or partnership organized or existing under the laws of the United
States of America or any state, jurisdiction, territory or possession thereof and any estate or trust the income of wh ich is subject to U.S. federal
income tax irrespective of its source, and within the meaning of U.S. securities laws, as defined in Ru le 902(o ) of Regulation S, means:
          (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the
United States; (iii) any estate of which any executor or ad ministrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v)
any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate
or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) any discretionary account or similar account (other
than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United St ates ; and (viii)
any partnership or corporation if organized under the laws of any foreign jurisdiction, and formed by a U.S. person pr incipally for the purpose
of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by acc redited investors (as
defined in Rule 501(a)) who are not natural persons, estates or trusts.
          In June, 2008, a total of 6,997,900 shares of common stock were issued to the company ’s board members in exchange for $69,979 of
services or $0.01 per share. These securities were issued to Ms. Ralph and Ms. Soullier, directors of the company for d irector services. The
offer and sale of all Shares of our common stock listed above were affected in reliance on the exemptions for sales of securities not involving a
public offering, as set forth in Regulation S pro mulgated under the Securities Act. The Investor acknowledg ed the following: Subscriber is not
a United States Person, nor is the Subscriber acquiring the Shares directly or indirect ly for the account or benefit of a Un ited States Person.
None of the funds used by the Subscriber to purchase the Units have been obt ained from Un ited States Persons. For purposes of this
Agreement, ―Un ited States Person‖ within the meaning of U.S. tax laws, means a cit izen o r resident of the Un ited States, any former U.S.
citizen subject to Section 877 o f the Internal Revenue Code, any corporation, or partnership organized or existing under the laws of the United
States of America or any state, jurisdiction, territory or possession thereof and any estate or trust the income of wh ich is subject to U.S. federal
income tax irrespective of its source, and within the meaning of U.S. securities laws, as defined in Ru le 902(o ) of Regulation S, means:
          (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the
United States; (iii) any estate of which any executor or ad ministrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v)
any agency or branch of a foreign entity located in the United States; (vi) any non -discretionary account or similar account (other than an estate
or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) any discretionary account or similar account (other
than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United St ates; and (viii)
any partnership or corporation if organized under the laws of any foreign jurisdiction, and formed by a U.S. person principal ly for the purpose
of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as
defined in Rule 501(a)) who are not natural persons, estates or trusts.




                                                                         II-3
                                                                          EXHIB ITS
Exh ib it 3.1
                      Articles of Incorporation
Exh ib it 3.2
                      Bylaws
Exh ib it 5.1
                      Opinion re: Legality
Exh ib it 23.1
                      Consent of counsel (See Exh ibit 5)
Exh ib it 23.2
                      Consent of independent auditor
                                                                     UNDERTAKINGS
     a.
          The undersigned registrant hereby undertakes:
                 1.
                      To file, during any period in which o ffers or sales are being made, a post -effective amend ment to this registration statement:
                          i.
                                 To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
                          ii.
                                 To reflect in the prospectus any facts or events arising after the effective date of the reg istration statement (or the
                                 most recent post-effective amend ment thereof) which, individually or in the aggregate, rep resent a fundamental
                                 change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or
                                 decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
                                 was registered) and any deviation fro m the lo w or h igh end of the estimated maximu m offering range may be
                                 reflected in the form of prospectus filed with the Co mmission pursuant to Rule 424(b) if, in the aggregate, the
                                 changes in volume and price represent no more than 20% change in the maximu m aggregate offering price set forth
                                 in the "Calcu lation of Registration Fee" table in the effective registration statement.
                          iii.
                                 To include any material information with respect to the plan of distribution not previously disclosed in the
                                 registration statement or any material change to such information in the reg istration statement;
                 2.
                      That, for the purpose of determin ing any liab ility under th e Securit ies Act of 1933, each such post-effective amend ment shall
                      be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
                      that time shall be deemed to be the initial bona fide offerin g thereof.
                 3.
                      To remove fro m registration by means of a post-effective amendment any of the securities being registered which remain
                      unsold at the termination of the offering.
                 4.
                      That, for the purpose of determin ing liability under the Securities Act of 1933 to any purchaser:
                          i.
                                 If the reg istrant is relying on Ru le 430B (230.430B o f this chapter):
                                     A.
                                          Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the
                                          registration statement as of the date the filed prospectus was deemed part of and included in the reg istration
                                          statement; and
                                     B.
                                          Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a reg istration
                                          statement in reliance on Ru le 430B relat ing to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x)
                                          for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be
                                          deemed to be part of and included in the registration statement as of the earlier of the date such form of
                                          prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
                                          described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person
                                          that is at that date an underwriter, such date shall be deemed to be a new effective date of the reg istration
                                          statement relating to the securities in the registration statement to which that prospectus relates, and the
                                          offering of such securities at that time shall be deemed to be the init ial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document



                                   II-4
                                       incorporated or deemed incorporated by reference into the registration statement or prospectus that is part
                                       of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
                                       date, supersede or modify any statement that was made in the registration statement or prospectus that was
                                       part of the registration statement or made in any such document immediately p rior to such effective date; or
                       ii.
                              If the reg istrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration
                              statement relating to an offering, other than registration statemen ts relying on Ru le 430B or other than prospectuses
                              filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date
                              it is first used after effectiveness. Provided, however, that no statement made in a registration statement or
                              prospectus that is part of the registration statement or made in a docu ment incorporated or deemed incorporated by
                              reference into the registration statement or prospectus that is part of the registration statement will, as to a pu rchaser
                              with a t ime of contract of sale prio r to such first use, supersede or modify any statement that was made in the
                              registration statement or prospectus that was part of the registration statement or made in any such document
                              immed iately prior to such date of first use.
             5.
                  That, for the purpose of determin ing liability of the registrant under the Securities Act of 1933 to any purchaser in the init ial
                  distribution of the securities: The undersigned registrant undertakes that in a primary offering of securit ies of the undersigned
                  registrant pursuant to this registration statement, regardless of the underwriting me thod used to sell the securities to the
                  purchaser, if the securities are offered or sold to such purchaser by means of any of the follo wing co mmunicat ions, the
                  undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such
                  purchaser:
                       i.
                              Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed
                              pursuant to Rule 424;
                       ii.
                              Any free writ ing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or
                              referred to by the undersigned registrant;
                       iii.
                              The portion of any other free writing prospectus relating to the offering containing material information about the
                              undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
                       iv.
                              Any other communicat ion that is an offer in the offering made by the undersigned registrant to the purchaser.
Insofar as indemnificat ion for liabilit ies arising under the 1933 Act may be permitted to our director, o fficer and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the
Co mmission such indemnificat ion is against public policy as expressed in the 1933 Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the small busine ss issuer will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a c ourt of appropriate ju risdiction the question
whether such indemnification by it is against public policy as expressed in the 1933 Act, and will be governed by the final a d judication of such
issue.




                                                                           II-5
                                                                  SIGNATURES

         In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe it
meets all of the requirements for filing Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned on
August 19, 2008.

                                                                                                    Bonanza Gol dfields Corp.

                                                                                                    By: /s/ C HRIS T OMKINSON
                                                                                                        Chris Tomkinson
                                                                                                        (Principal Executive Officer)

                                                                                                    By: /s/ C HRIS T OMKINSON
                                                                                                        Chris Tomkinson
                                                                                                        (Principal Accounting Officer)

         In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following pe rson in
the capacities and date stated.
             /s/ C HRIS T OMKINSON                                                        August 19, 2008
             Chris Tomkinson                                                              Date
             (Principal Executive Officer,)

         In accordance with the requirements of the Securities Act of 1933, this registratio n statement was signed by the following person in
the capacities and date stated.
             /s/ C HRIS T OMKINSON                                                        August 19, 2008
             Chris Tomkinson                                                              Date
             (Principal Financial Officer, Principal Accounting
             Officer)




                                                                        II-6
                                                                                                                                         EXHIB IT 3.1

  DEAN HELLER
  Secretary of State
  206 North Carson Street
  Carson City, Nevada 89701-4298
  (775) 684-5708
                                         Filed in the office of      Document Number
                                         /s/ Ross Miller             20080157781-39
                                         Ross Miller
                                         Secretary of State
                                         State of Nevada
                                                                     Filing Date and T ime
                                                                     03/06/2008 2:45 PM
                                                                     Entity Number
                                                                     E0146042008-1


ARTICLES OF INCORPORATION
           (PURSUANT TO NRS 78)


    Important. Re ad attached Instructions before completing form.                 ABOVE SPACE IS FOR OFFICE USE ONLY
    1.
        Name of
        Corporation                     Bonanza Go ldfields Corp.
    2.
        Re sident Agent
        Name and Street
        Address:
        Must be a Nevada Address
        where express may be
        shippe d                        Corporate Creations Network, Inc.
                                    Name
                                    8275 South Eastern Avenue #200                       Las Vegas        Nevada              89123
                                    Street Address                                           City                             Zip Code



                                    Optional Mailing Address                                 City           State             Zip Code
    3.
         Shares
                                                                                                        Number of shares
                                    Number of shares
                                                                                   Par Value: $. 0001   without par value:
                                    with par value : 100,000,000
    4.
         Names &
         Addrresses
         of Board of Director/Trustees 1. MOHAMED YASIN SANKAR
                                         Name
                                    18 Littlewood Crescent                         Toronto Ontario        Canada             M9C-4AB
                                                                                             City           State             Zip Code
                                    Street Address
                                    2. DAVID GA RCIA
                                         Name
                                    18 Littlewood Crescent                         Toronto Ontario        Canada             M9C-4AB
                                    Street Address                                           City           State             Zip Code

                                    3.
                                         Name


                                    Street Address                                           City           State             Zip Code
    5.                              The purpose of this Corporation shall be:
         Purpose:
    6.
         Names, Address             Angela Howard                                    /s/ A. Howard
       and Signature of
       Incorporator
                                Name                                            Signature



                                11380 Prosperity Farms Rd. #221E                    Palm Beach              FL     33410
                                Address                                                  City              State   Zip Code
  7.                            I hereby accept appointment as Resident Agent for the above named corporation.
       Certificate of
       Acce ptance of
       Appointment of
       Re sident Agent:
                                                                                                                    3/6/08

                                Authorized Signature of R.A. or on behalf of R.A. Company                           Date


This form must be accompanied by appropriate fees. See attached fee schedule.
                                                                                                               EXHIBIT 3.2

                                                    Bylaws
                                                      of
                                            Bonanza Goldfields Corp.
ARTICLE I. DIRECTORS
Section I. Function. All corporate powers shall be exercised by or under the authority of the Board of Directors. The
business and affairs of the Corporation shall be managed under the direction of the Board of Directors. Directors must
be natural persons who are at least 18 years of age but need not be shareholders of the Corporation. Residents of any
state may be directors.
Section 2. Compensation. The shareholders shall have authority to fix the compensation of directors. Unless
specifically authorized by a resolution of the shareholders, the directors shall serve in such capacity without
compensation.
Section 3. Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of
the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action
taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or
transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting
because of an asserted conflict of interest.
Section 4. Numbe r. The Corporation shall have at least the minimum number of directors required by law. The
number of directors may be increased or decreased from time to time by the Board of Directors.
Section 5. Election and Term. At each annual meeting of shareholders, the shareholders shall elect directors to hold
office until the next annual meeting or until their earlier resignation, removal from office or death. Directors shall be
elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is
present.
Section 6. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in
the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the rema ining
directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only
until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by
the shareholders.
Section 7. Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be
removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the
removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number
of votes cast against removal.
Section 8. Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a
quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is
present shall be the action of the Board of Directors.
Section 9. Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members one or more committees each of which must have at least
two members. Each committee shall have the authority set forth in the resolution designating the committee.
Section 10. Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal
place of business the Corporation or at another place designated by the person or persons giving notice or otherwise
calling the meeting.
Section 11. Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without
notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date
and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two
days before the meeting.
                Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of
notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that
meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it
has been called or convened, unless a director objects to the transaction of business (promptly upon arrival at the
meeting) because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice
of the meeting.
                A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the
Board of Directors to another time and place. Notice of an adjo urned meeting shall be given to the directors who were
not present at the time of the adjournment, and, unless the time and place of the adjourned meeting are announced at
the time of the adjournment, to the other directors. Meetings of the Board of Directors may be called by the President
or the Chairman of the Board of Directors. Members of the Board of Directors and any committee of the Board may
participate in a meeting by telephone conference or similar communications equipment if all persons participating in
the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a
meeting.
Section 12. Action By Written Consent. Any action required or permitted to be taken at a meeting of directors may be
taken without a meeting if a consent in writing setting forth the action to be taken and signed by all of the directors is
filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director
signs the consent, unless the consent specifies otherwise.
                                 ARTICLE II. MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and
for such other business as may properly come before the meeting shall be held at such time and place as designated by
the Board of Directors.
Section 2. Special Meeting. Special meetings of the shareholders shall be held when directed by the President or when
requested in writing by shareholders holding at least 10% of the Corporation’s stock having the right and entitled to
vote at such meeting. A meeting requested by shareholder shall be called by President for a date not less than 10 nor
more than 60 days after the request is made. Only business within the purposes described in the meeting notice may be
conducted at a special shareholders’
Section 3. Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at
such other place as is designated by the Board of Directors.
Section 4. Notice. A written notice of each meeting of shareholders shall be mailed to each shareholder having the
right and entitled to vote at the meeting at the address on the records of the Corporation. The meeting notice shall be
mailed no less than 10 no more than 60 days before the date set for the meeting. The record date for determining
shareholders entitled to vote at the meeting will be the close of business on the day before the notice is se nt. The notice
shall state the time and place the meeting is to be held. A notice of meeting shall be sufficient for that meeting and any
adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the
transferee. All shareholders may waive notice of a meeting at any time.
Section 5. Shareholder Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than a quorum may adjourn
the meeting without further notice until a quorum is obtained.
Section 6. Shareholde r Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at
the of the meeting and entitled to vote on the subject matter shall be the act or the shareholders. Each outstanding share
shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. An alphabetical list of all
shareholders who are entitled to notice of a shareholders’ meeting along with their addresses and the number of shares
held by each shall be produced at a shareholders’ meeting upon the request of any shareholder.
Section 7. Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment thereof may vote
in person or by proxy executed in writing and signed by the shareholder or his attorney- in-fact. The appointment of
proxy will be effective when received by the Corporation’s officer or agent authorized to tabulate votes. No proxy shall
be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy.
Section 8. Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present
at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the
meeting was not legally called and noticed.
Section 9. Conduct of Business By Written Consent. Any action of the shareholders may be taken without a meeting
if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are
delivered to the officer or agent of the Corporation having custody of the Corporation’s records within 60 days after the
date that the earliest written consent was delivered. Within 10 days after obtaining an authorization of an action by
written consent, notice shall be given to those shareholders who have action. The notice shall fairly summarize the
material features of the authorized action. If the action creates dissenters’ rights, the notice shall contain a clear
statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as
provided for by the state law governing corporations.
ARTICLE III. OFFICERS
Section 1. Officers; Election; Resignation; Vacancies. The Corporation shall have the officers and assistant officers
that the Board of Directors appoint from time to time. Except as otherwise provided in an employment agreement
which the Corporation has with an officer, each officer shall serve until a successor is chosen the the directors at a
regular or special meeting of the directors or until removed. Officers and a gents shall be chosen, serve for the terms,
and have the duties determined by the directors. A person may hold two or more offices.
                 Any officer may resign at any time upon written notice to the Corporation. The resignation shall be
effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the
Corporation accepts the future effective date provided the successor officer does not take office until the future
effective date. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may
be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.
Section 2. Powe rs and Duties of Officers . The officers of the Corporation shall have such powers and duties in the
management of the Corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as
generally pertain to their respective offices, subject to the control of the Board of Directors.
Section 3. Removal of Officers . An officer or agent or member of a committee elected or appointed by the Board of
Directors may be removed by the Board with or without cause whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer, agent or member of a committee shall not of itself create
contract rights. Any officer, if appointed by another officer, may be removed by that officer.
Section 4. Salaries . The Board of Directors may cause the Corporation to enter into employment agreements with any
officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer,
all officers of the Corporation serve in their capacities without compensation.
Section 5. Bank Accounts. The Corporation shall have accounts with financial institutions as determined by the Board
of Directors.
ARTICLE IV. DISTRIBUTIONS
                The Board of Directors may, from time to time, declare distributions to its shareholders in cash,
property, or its own shares, unless the distribution would cause (i) the Corporation to be unable to pay its debts as they
become due in the usual course of business, or (ii) the Corporation’s assets to be less than its liabilities plus the amount
necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of
shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may
enter into an agreement requiring the distribution of corporate profits, subject to he provisions of law.
ARTICLE V. CORPORATE RECORDS
Section 1. Corporate Records. The corporation shall maintain its records in written form or in another form capable of
conversion into written form within a reasonable time. The Corporation shall keep as permanent records minutes of all
meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of
Directors on behalf of the Corporation. The Corporation shall maintain accurate accounting records and a record of its
shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical
order by class of shares showing the number and series of shares held by each.
                The Corporation shall keep a copy of its articles or restated articles of incorporation and all a mendments
to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted
by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences,
and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders without a
meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of
series within the past three years, including the financial statements for the last three years; a list of names and business
street addresses of its current directors and officers; and its most recent annual report delivered to the Department of
State.
Section 2. Shareholders‟ Inspection Rights . A shareholder is entitled to inspect and copy, during regular business
hours at a reasonable location specified by the Corporation, any books and records of the Corporation. The shareholder
must give the Corporation written notice of this demand at least five business days before the date on which he wishes
to inspect and copy the record(s). The demand must be made in good faith and for a proper purpose. This Section does
not affect the right of a shareholder to inspect and copy the shareholders’ list described in this Article if the shareholder
is in litigation with the Corporation. In such a case, the shareholder shall have the same rights as any other litigant to
compel the production of corporation records for examination.
                The Corporation may deny any demand for inspection if the demand was made for an improper purpose,
or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of
shareholders of the Corporation or of any other corporation, had aided or abetted any person in procuring any list of
shareholders for that purpose, or has improperly used any information secured through any prior examination of the
records of this Corporation or any other corporation.
Section 3. Financial Statements for Shareholde rs. Unless modified by resolution of the shareholders within 120 days
after the close of each fiscal year, the Corporation shall furnish its shareholder with annual financial statements which
may be consolidated or combined Statements of the Corporation and one or more of its subsidiaries, as appropriate, that
include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows
for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting
principles, the annual financial statements must also be prepared on that basis.
               If the annual financial statements are reported upon by a public accountant, his report must accompany
them. If not, statements must be accompanied by a statement of the President or the person responsible for the
Corporation’s accounting records stating is reasonable belief whether the statements were prepared on the basis of
generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in
which the statements were not prepared on a basis of accounting consistent with the statements prepared for the
preceding year. The Corporation shall mail the annual financial statements to each shareholder within 120 days after
the close of each fiscal year or within such additional time thereafter as is reasonably necessary to enable the
Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed
the statements, the Corporation shall mail him the latest annual financial statements.
Section 4. Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director,
officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier
pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in
writing to the shareholders with or before the notice of the next annual shareholders’ meeting, or prior to the meeting if
the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held.
This report shall include a statement specifying the persons paid, and the nature and status at the tie of such payment of
the litigation or threatened litigation.
               If the Corporation issues or authorizes the issuance of shares for promises to render services in the
future, the Corporation shall report in writing to the shareholders the number of shares authorizes or issued, and the
consideration received by the corporation, with or before the notice of the next shareholders’ meeting.
                                      ARTICLE VI. STOCK CERTIFICATES
Section 1. Issuance. The Board of Directors may authorize the issuance of some or all of the shares of any or all of its
classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary (or the
Treasurer). The rights and obligations of shareholders are identical whether or not their shares are represented by
certificates.
Section 2. Registered Shareholders. No certificate shall be issued for any share until the share if sully paid. The
Corporation shall be entitled to treat the holder of record of shares as the holder in fact and treat the holder of record of
shares as the holder in fact and, except as otherwise provided by law, shall not be bound to recognize any equitable or
other claim to or interest in the shares.
Section 3. Transfer of Shares. Shares of the Corporation shall be transferred on its books only after the surrender to
the Corporation or the share certificates duly endorsed by the holder of record or attorney- in-fact. If the surrendered
certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on
the books of the Corporation.
Section 4. Lost, Stolen or Destroyed Certifications. If a shareholder claims to have lost or destroyed a certificate of
shares issued by the Corporation, a new certificate shall be issued upon the delivery to the Corporation of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the
Board of Directors, upon the deposit of bond or other indemnity as the Board reasonably requires.
ARTICLE VII. INDEMNIFICATION
Section 1. Right to Inde mnification . The Corporation hereby indemnifies each person (including the heirs, executors,
administrators, or estate of such person) who is or was a director or officer of the Corporation to the fullest extent
permitted or authorized by current or future legislation or judicial or administrative decision against all fines, liabilities,
costs and expenses, including attorneys’ fees, arising out of his or her status as a director, officer, agent, employee or
representative. The foregoing right of indemnification shall not be exclusive of other rights to which those seeking an
indemnification may be entitled. The Corporation may maintain insurance, at its expense, to protect itself and all
officers and directors against fines, liabilities, costs and expenses, whether or not the Corporation would have the legal
power to indemnify them directly against such liability.
Section 2. Advances. Costs, charges and expenses (including attorneys’ fees) incurred by a person referred to in
Section 1 of this Article in defending a civil or criminal proceeding shall be paid by the Corporation in advance of the
final disposition thereof upon receipt of an undertaking to repay all amounts advanced if it is ultimately determined that
the person is not entitled to be indemnified by the Corporation as authorized by this Article, and upon satisfaction of
other conditions required by current or future legislation.
Section 3. Savings Clause. If this Article or any portion of it is invalidated on any ground by a court of competent
jurisdiction, the Corporation nevertheless indemnifies each person described in Section 1 of this Article to the fullest
extent permitted by all portions of this Article that have not been invalidated and to the fullest extent permitted by law.
                                           ARTICLE VIII. AMENDMENT
These Bylaws may be altered, amended or repealed, I, and new Bylaws adopted, by a majority vote of the directors or
by a vote of the shareholders holding a majority of the shares.
I certify that these are the Bylaws adopted by the Board of Directors of the Corporation.


                                                             Secretary


                                                             Date:
                                                                                                                                   EXHIB IT 5.1

                                                       OPINION AS TO LEGALITY


                                                              JOSEPH I. EMAS
                                                            ATTORNEY AT LAW
                                                           1224 Washington Avenue
                                                          Miami Beach, Florida 33139
                                                                (305) 531-1174
                                                           Facsimile: (305) 531-1274
                                                          Email: jiemas@bellsouth.net

August 19, 2008

United States Securities and Exchange Co mmission
100 F Street
Washington, D.C. 20549

Re:   BONANZA GOLDFIELDS CORP. (the ―Co mpany‖)

Ladies and Gentlemen :

As counsel for the Co mpany, I have examined the Co mpany ’s certificate of incorporation, by-laws, and such other corporate records,
documents and proceedings and such questions of laws I have deemed relevant for the purpose of this op inion, includ ing but not limited to,
Nevada law including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial dec isions interpreting
those laws. In my examination, I have assumed the genuineness of all sign atures, the authenticity of all documents submitted to me as
originals, and conformity with the originals of all documents submitted to me as copies thereof. In addit ion, I have made suc h other
examinations of law and fact, as I have deemed relevant in ord er to form a basis for the opinion hereinafter expressed.

 I have also, as counsel for the Company, examined the Registration Statement (the ―Registration Statement") of your Co mpany on Form S-1,
as amended, covering the registration under the Securities Act of 1933 of up to 3,302,100 shares (the ―Registered Shares‖) of the Company’s
common stock (the ―Co mmon Stock‖) of the Co mpany’s common stock (the ―Co mmon Stock‖) to be offered by the Co mpany’s shareholders.

My review has also included the form of prospectus for the issuance of such securities (the "Prospectus") filed with the Reg istration Statement.

On the basis of such examination, I am of the opinion that:

           1.
                The Co mpany is a corporation duly authorized and valid ly existing and in good standing u nder the laws of the State of Nevada,
                with corporate power to conduct its business as described in the Reg istration Statement.
           2.
                The Co mpany has an authorized capitalization of 100,000,000 shares of Co mmon Stock, $0.001 par value.
           3.
                The shares of Co mmon Stock currently issued and outstanding are duly and validly issued as fully paid and non -assessable,
                pursuant to the corporate law of the State of Nevada (Chapter 78A of the Nevada Revised Statutes).
           4.
                I am of the opinion that all of the Registered Shares are validly issued, fully paid and non -assessable pursuant to the corporate
                law of the State of Nevada (Chapter 78A of the Nevada Revised Statutes).

This opinion includes my op inion on Nevada law including the Nevada Constitution, al l applicable provisions of Nevada statutes, and reported
judicial decisions interpreting those laws.
I hereby consent to the use of my name in the Registration Statement and Prospectus and I also consent to the filing of this opinion as an
exhibit thereto.

Very tru ly yours,



                                                                            /s/ Joseph I. Emas
                                                                            JOSEPH I. EMAS, ESQUIRE
                                                                                                             EXHIB IT 23.2




August 19, 2008


Board of Directors
Bonanza Goldfields Corporation

RE: Independent Registered Public Accounting Firm’s Consent

Dear Sirs:

We consent to the inclusion in the Registration Statement of Bonanza Goldfields Corporation on Form S-1/A (Amendment
No. 2) of our report dated June 30, 2008, with respect to our audit of the balance sheet of Bonanza Goldfields Corporation
(the ―Company‖), as of June 18, 2008, and the related statements of income, stockholders’ equity (deficit) and cash flows
from inception March 6, 2008 through June 18, 2008 and the period then ended, which report appears in the Prospectus,
which is part of the Registration Statement. We also consent to the reference to our Firm under the heading ―Experts‖ in
such Prospectus.

Very Truly Yours,




Tarvaran, Askelson & Company, LLP

								
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