Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10

 

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

 

BONANZA GOLDFIELDS CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada   26-2723015
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)
     

37/F, Singapore Land Tower

50 Raffles Place

Singapore 048623

   
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +65 682997017

 

Securities registered pursuant to Section 12(b) of the Act:

 

(Title of Class)   (Name of exchange on which registered)
n/a   n/a

 

Securities registered pursuant to section 12(g) of the Act:

 

(Title of Class)

  Common Stock, par value $0.0001 per share  
     

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in rule 12b-2 of the Exchange Act.

 

Large accelerated filer     Accelerated filer    
       
Non-accelerated filer     (Do not check if a smaller reporting company)   Smaller reporting company  
       
Emerging Growth Company            

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act  

  

 

     

 

FORM 10

BONANZA GOLDFIELDS CORP. 

 

    Page
Item 1. Business  1
Item 1A. Risk Factors 12
Item 2. Financial Information 24
Item 3. Properties 35
Item 4. Security Ownership of Certain Beneficial Owners and Management 35
Item 5. Directors and Executive Officers 36
Item 6. Executive Compensation 38
Item 7. Certain Relationships and Related Transactions, and Director Independence 40
Item 8. Legal Proceedings 41
Item 9. Market Price of and Dividends of the Registrant’s Common Equity and Related Stockholder Matters 41
Item 10. Recent Sales of Unregistered Securities 42
Item 11. Description of Registrant’s Securities to Be Registered 43
Item 12. Indemnification of Directors and Officers 47
Item 13. Financial Statements and Supplementary Data 48
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 48
Item 15a. List of Financial Statements and Exhibits Part of Form 10 48
Item 15b. Exhibits of Financial Statements 48
Index to Financial Statements  

 

 

 

  i  

 

 

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain matters discussed in this registration statement may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. The words “anticipate,” “believe,” “estimate,” “may,” “expect” and similar expressions are generally intended to identify forward-looking statements. Our actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation, those discussed under the captions “Risk Factors,” and elsewhere in this registration statement. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements. Such forward-looking statements include, but are not limited to, statements about our:

 

  expectations for increases or decreases in expenses;

 

  expectations for incurring capital expenditures to expand our products and services or our geographical reach;

 

  expectations for generating revenue or becoming profitable on a sustained basis;

 

  expectations or ability to enter into marketing and other partnership agreements;

 

  our ability to compete against other companies;

 

  our ability to attract and retain key personnel;

 

  estimates of the sufficiency of our existing cash and cash equivalents to finance our operating requirements;

 

  the volatility of our stock price;

 

  expected losses; and

 

  expectations for future capital requirements.

 

The forward-looking statements contained in this registration statement reflect our views and assumptions as of the effective date of this registration statement. Except as required by law, we assume no responsibility for updating any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

 

References in this registration statement to the “Company,” “BONZ,” “we,” “us” and “our” refer to Bonanza Goldfields Corp., a Nevada company.

 

 

  ii  

 

 

Item 1: Business

 

OVERVIEW

 

We are a Nevada holding company that operates in two business segments through our subsidiaries: (i) a strategic business and management advisory services operated through Typerwise Limited, a Hong Kong limited liability company; and (ii) a NFT solution service business operated through Marvion Private Limited, a Singapore limited liability company. Typerwise is a cross-cultural strategic and management consulting firm founded by an investment banking professional with experience in financial markets, legal, compliance and business operations. Typerwise offers financing and business development solutions as well as related professional services such as assisting clients in meeting regulatory and best practices requirements. With the recent boom of the Non-Fungible Tokens (NFT) sector, Typerwise has been assisting technology companies in meeting regulatory and legal requirements while setting up and offering NFT products and services in Hong Kong. Typerwise was incorporated on May 29, 2018, in Hong Kong.

 

On October 18, 2021, we acquired Marvion Holdings Limited, a British Virgin Islands limited liability company, that is engaged in the business of management advisory services and NFT solution services. Marvion Private Limited, the operating company of Marvion Holdings Limited, was incorporated on August 19, 2021, in Singapore. With the acquisition of Marvion, we plan to build a more profitable entertainment ecosystem, with less middlemen and more direct access to the art. We aim to integrate the two businesses to help prospective songwriters, producers, independent labels and performers navigate the potential issues in engaging their works with a wider audience through NFT.

 

Our corporate organization chart is below.

 

 

 

  1  

 

 

We are not a Hong Kong operating company but a Nevada holding company with operations conducted through our wholly owned subsidiaries based in Hong Kong and Singapore. This structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong subsidiary and will be dependent upon contributions from our subsidiaries to finance our cash flow needs. Furthermore, in light of recent statements and regulatory actions by the PRC government, such as those related to Hong Kong’s national security, the promulgation of regulations prohibiting foreign ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns, we may be subject to the risks of uncertainty of any future actions of the PRC government in this regard, which may result in a material change in our operations, including our ability to continue our existing holding company structure, carry on our current business, accept foreign investments, and offer or continue to offer securities to our investors, and the resulting adverse change in value to our common stock. We may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the Chinese Securities Regulatory Commission, if we fail to comply with such rules and regulations, which could adversely affect the ability of the Company’s securities to continue to trade on the Over-the-Counter Bulletin Board, which may cause the value of our securities to significantly decline or become worthless. For a detailed description of the risks facing the Company associated with our operations in Hong Kong, please refer to “Risk Factors – Risk Relating to Doing Business in Hong Kong.”

 

We reported a net loss of $865 and $926 for the years ended December 31, 2020 and 2019, respectively. We had current assets of $2,650 and current liabilities of $4,282 as of December 31, 2020. As of December 31, 2019, our current assets and current liabilities were $3,435 and $4,199, respectively. The financial statements for the years ended December 31, 2020 and 2019 have been prepared assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and short-term and long-term debts.

 

We reported a net loss of $67,561 and $433 for the nine month periods ended September 30, 2021 and 2020, respectively. We had current assets of $25,807 and current liabilities of $98,373 as of September 30, 2021. The interim financial statements for the periods ended September 30, 2021 and 2020 have been prepared assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and short-term and long-term debts.

 

We are organized under the laws of the State of Nevada as a holding company that conducts its business through a number of subsidiaries organized under the laws of foreign jurisdictions such as Singapore, Hong Kong and the British Virgin Islands. This may have an adverse impact on the ability of U.S. investors to enforce a judgment obtained in U.S. Courts against these entities, or to effect service of process on the officers and directors managing the foreign subsidiaries.

 

History

 

We were incorporated under the laws of the State of Nevada on March 6, 2008, under the name Bonanza Goldfields Corp. Since inception, we had acquired mineral rights to mining properties in the United States and explored for minerals.

 

The Company filed a registration statement on Form S-1 on July 11, 2008, which became effective on September 15, 2008. Thereafter, the Company filed periodic reports with the Securities and Exchange Commission until it filed a Form 15 terminating its registration and otherwise suspending its duty to file reports on February 2, 2017. On March 15, 2017, the Company began posting periodic reports on the OTCMarkets website under the alternative reporting standard.

 

On August 27, 2021, Ms. Bauman and her affiliated entities sold to Herbert Ying Chiu Lee 11,823,000 shares of the Company’s common stock, 10,000,000 shares of the Company’s Series A Preferred Stock, 337,000 shares of the Company’s Series B Preferred Stock and 1 share of the Company’s Series C Preferred Stock for aggregate consideration of Three Hundred Eighty Thousand Dollars ($380,000). In connection with the sale of Ms. Bauman and her affiliated entities’ securities, Ms. Bauman resigned from all of her positions with the Company and appointed Man Chung CHAN to serve as Chief Executive Officer, Chief Financial Officer, Secretary and Director and Herbert Ying Chiu LEE and Tee Soo TAN as directors of the Company. It is our understanding that the purchaser is not a U.S. Person within the meaning of Regulations S. Accordingly, the shares are being sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, Regulation D and Regulation S promulgated thereunder.

 

 

 

  2  

 

 

Acquisition of Marvion Holdings Limited, Our Management Advisory Services And NFT Solution Services Business

 

On October 18, 2021, we acquired all of the issued and outstanding shares of Marvion Holdings Limited (hereafter referred to as, Marvion), a British Virgin Islands limited liability company, from Lee Ying Chiu Herbert, our director and controlling shareholder, and So Han Meng Julian, a shareholder of Marvion, in exchange for 139,686,481,453 shares of our issued and outstanding common stock, all in accordance with the terms of that certain Share Exchange Agreement and Confirmation. The Company will issue 1,320,082,946 shares of common stock and will increase the authorized share to issue the remaining 138,366,398,507 shares of its common stock. In connection with the acquisition, So Han Meng Julian was appointed to serve as the Chief Executive Officer of Marvion Private Limited and a director of the Company. The Company relied on the exemption from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Act in selling the Company’s securities to the shareholders of Marvion. The foregoing descriptions of the Share Exchange Agreement and the Confirmation are not complete and are qualified in their entirety by reference to the complete text of the Share Exchange Agreement and Confirmation, which are incorporated herein by reference and attached hereto as Exhibits 10.1 and 10.2.

 

Prior to the acquisition, the Company was considered as a shell company due to its nominal assets and limited operation. Upon the acquisition, Marvion will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity, Marvion is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of the Company. Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements of Marvion after the acquisition date. Marvion was the legal acquiree but is deemed to be the accounting acquirer. The Company, on the other hand, was the legal acquirer but is deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer. Historical stockholders’ equity of the accounting acquirer prior to the merger are retroactively restated (a recapitalization) for the equivalent number of shares received in the merger. Operations prior to the merger are those of the acquirer. After completion of the share exchange transaction, the Company’s consolidated financial statements include the assets and liabilities, the operations and cash flow of the accounting acquirer.

 

 

Market Overview

 

Our Business

 

On October 18, 2021, we acquired all of the issued and outstanding shares of Marvion Holdings Limited (hereafter referred to as, Marvion), a British Virgin Islands limited liability company, from Lee Ying Chiu Herbert, our director and controlling shareholder, and So Han Meng Julian, a shareholder of Marvion, in exchange for 139,686,481,453 shares of our issued and outstanding common stock, all in accordance with the terms of that certain Share Exchange Agreement and Confirmation. The Company will issue 1,320,082,946 shares of common stock and will increase the authorized share to issue the remaining 138,366,398,507 shares of its common stock. In connection with the acquisition, So Han Meng Julian was appointed to serve as the Chief Executive Officer of Marvion Private Limited and a director of the Company. The Company relied on the exemption from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Act in selling the Company’s securities to the shareholders of Marvion. The foregoing descriptions of the Share Exchange Agreement and the Confirmation are not complete and are qualified in their entirety by reference to the complete text of the Share Exchange Agreement and Confirmation, which are incorporated herein by reference and attached hereto as Exhibits 10.1 and 10.2.

 

Prior to the acquisition, the Company was considered as a shell company due to its nominal assets and limited operation. Upon the acquisition, Marvion will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity, Marvion is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of the Company. Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements of Marvion after the acquisition date. Marvion was the legal acquiree but is deemed to be the accounting acquirer. The Company, on the other hand, was the legal acquirer but is deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer. Historical stockholders’ equity of the accounting acquirer prior to the merger are retroactively restated (a recapitalization) for the equivalent number of shares received in the merger. Operations prior to the merger are those of the acquirer. After completion of the share exchange transaction, the Company’s consolidated financial statements include the assets and liabilities, the operations and cash flow of the accounting acquirer.

 

 

  3  

 

 

Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions to our executive officers or existing shareholders, capital leases and short-term and long-term debts. We expect to finance future acquisitions through a combination of these. While we believe that existing shareholders and our officers and directors will continue to provide the additional cash to make acquisitions and to meet our obligations as they become due or that we will obtain external financing, there can be no assurance that we will be able to raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed below are adequate to support operations for at least the next 12 months.

 

Sales and Marketing.

 

Our business marketing advisory services have been operating based on market brand and business referrals.

 

We expect to distribute and sell our Hybrid NFTs through two channels:

 

•       NFT marketplaces such as OpenSea, SuperRare and Rarible that have been educating the public about digital collectibles. We believe we can collaborate with these platforms to educate their users on digital rights and IP collectibles.

•       Crypto exchanges such as Coinbase, OKEx, Huobi and FTX as they have a ready pool of users that we can immediately engage to educate and share about intangibles rights and IP ownership in a NFT.

 

We intend to eventually launch on our website a portal that allows users to consume these rights and IP ownership in the NFT. During the same quarter, we hope to launch our first series of Hybrid NFTs, which are a more robust form of NFTs. We expect promotions on this series to be done prior to placing the NFTs for auction. We expect to use a wide range of social media channels such as Facebook, Instagram, Twitter and Telegram to reach out to the general community to announce the launch of our Hybrid NFTs.

 

Major Customers.

  

We are not a party to any long-term agreements with our customers. As opportunities arise, we may enter into long term contracts with customers.

 

During the nine months ended September 30, 2021, and 2020, the following customers accounted for 10% or more of our total net revenues.

 

    Nine months ended September 30, 2021         September 30, 2021  
Customer   Revenues     Percentage
of revenues
        Accounts
receivable
 
Axiom Global HK Limited   $ 101,026       57%         $  
Video Commerce Group Limited     75,315       43%            
Total:   $ 176,341       100%     Total:   $  

 

      Nine months ended September 30, 2020           September 30, 2020  
Customer     Revenues       Percentage
of revenues
          Accounts receivable  
Axiom Global HK Limited   $               $  
Video Commerce Group Limited                      
Total:   $           Total:   $  

 

All customers are located in Hong Kong.

 

 

  4  

 

 

Major Suppliers/Vendors

 

As we are operating the business marketing advisory services, there is no major supplier or vendor required in order to support our services.

 

Insurance.

 

We maintain certain insurance in accordance with customary industry practices in Hong Kong. Under Hong Kong law it is a requirement that all employers in the city must purchase Employee's Compensation Insurance to cover their liability in the event that their staff suffers an injury or illness during the normal course of their work. We maintain Employee’s Compensation Insurance, vehicle insurance and third party risks insurance for the business purposes.

 

CORPORATE INFORMATION

 

Our principal executive and registered offices are located at 37th Floor, Singapore Land Tower, 50 Raffles Place, Singapore 048623, telephone number +65 68297017.

 

INTELLECTUAL PROPERTY AND PATENTS

 

We expect to rely on, trade secrets, copyrights, know-how, trademarks, license agreements and contractual provisions to establish our intellectual property rights and protect our brand and services. These legal means, however, afford only limited protection and may not adequately protect our rights. Litigation may be necessary in the future to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of the proprietary rights of others. Litigation could result in substantial costs and diversion of resources and management attention.

  

In addition, the laws of Hong Kong and the PRC may not protect our brand and services and intellectual property to the same extent as U.S. laws, if at all. We may be unable to fully protect our intellectual property rights in these countries.

 

We intend to seek the widest possible protection for significant product and process developments in our major markets through a combination of trade secrets, trademarks, copyrights and patents, if applicable. We anticipate that the form of protection will vary depending on the level of protection afforded by the particular jurisdiction. We expect that our revenue will be derived principally from our operations in Hong Kong and China where intellectual property protection may be limited and difficult to enforce. In such instances, we may seek protection of our intellectual property through measures taken to increase the confidentiality of our findings.

 

We intend to register trademarks as a means of protecting the brand names of our companies and products. We intend to protect our trademarks against infringement and also seek to register design protection where appropriate.

 

We rely on trade secrets and unpatentable know-how that we seek to protect, in part, by confidentiality agreements. We expect that, where applicable, we will require our employees to execute confidentiality agreements upon the commencement of employment with us. We expect these agreements to provide that all confidential information developed or made known to the individual during the course of the individual's relationship with us is to be kept confidential and not disclosed to third parties except in specific limited circumstances. The agreements will also provide that all inventions conceived by the individual while rendering services to us shall be assigned to us as the exclusive property of our company. There can be no assurance, however, that all persons who we desire to sign such agreements will sign, or if they do, that these agreements will not be breached, that we would have adequate remedies for any breach, or that our trade secrets or unpatentable know-how will not otherwise become known or be independently developed by competitors.

 

 

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COMPETITION

 

We operate in a highly competitive area that is evolving very quickly with rapid developments. The business advisory industry is highly fragmented while the direct competitors in the NFT market in which we operate in are in the early phase of development. No market champion has yet emerged. However we also foresee that other larger competitors coming into the sector would be leading entertainment platform such as Netflix and Spotify which may offer substantially the same or similar service offerings as us. These entertainment platforms have their well-established customer base and brand name, but they have not developed the required technology to transform their business into the NFT area. We believe the principal competitive factors in our market include the following:

 

•       breadth of artist and collection base;

•       sophistication of proprietary technologies;

•       excellence in legal expertise; and

•       strength and recognition of our brand.

 

Although we believe we compete favorably on the factors described above, we anticipate that larger, more established companies may directly compete with us as we continue to demonstrate the viability of a local one-stop solution provider. Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources, larger product and services offerings, larger customer base and greater brand recognition. These factors may allow our competitors to benefit from their existing customer or subscriber base with lower acquisition costs or to respond more quickly than we can to new or emerging technologies and changes in customer requirements. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build a larger subscriber base or to monetize that subscriber base more effectively than us. Our competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance than our products and services. In addition, although we do not believe that merchant payment terms are a principal competitive factor in our market, they may become such a factor and we may be unable to compete fairly on such terms.

 

EMPLOYEES

 

We are currently operating with 1 staff, including corporate officers.

 

We have the following full time employees located in Hong Kong as set forth below:

 

Executive officers     1  
Operational Management     0  
Business Development     0  
Total     1  

 

We are required to contribute to the MPF for all eligible employees in Hong Kong between the ages of eighteen and sixty five. We are required to contribute a specified percentage of the participant’s income based on their ages and wage level. For the years ended December 31, 2020 and 2019, the MPF contributions by us were $0 and $0, respectively. We have not experienced any significant labor disputes or any difficulties in recruiting staff for our operations.

 

GOVERNMENT AND INDUSTRY REGULATIONS

 

Our businesses are located in Singapore and Hong Kong and are subject to the laws and regulations of Singapore and Hong Kong governing businesses concerning, in particular labor, occupational safety and health, contracts, tort and intellectual property. Furthermore, we need to comply with the rules and regulations of Hong Kong and Singapore governing the data usage and regular terms of service applicable to our potential customers or clients. As the information of our potential customers or clients are preserved in both Hong Kong and Singapore, we need to comply with the Singapore Personal Data Protection Act 2012 and the Hong Kong Personal Data (Privacy) Ordinance.

 

If PRC authorities reinterpret PRC laws to apply to Hong Kong companies, we may become subject to the laws and regulations of China governing businesses in general, including labor, occupational safety and health, contracts, tort and intellectual property. We may also become subject to foreign exchange regulations that might limit our ability to convert foreign currency into Renminbi, acquire any other PRC companies, establish VIEs in the PRC, or make dividend payments from any future WFOEs to us.

 

 

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Singapore

 

Regulations on Cryptocurrency

 

We intend to conduct our NFT operations from Singapore. In Singapore, cryptocurrencies and the custodianship of such cryptocurrencies are not specifically regulated. Cryptocurrency exchanges and trading of cryptocurrencies are legal, but not considered legal tender. To the extent that cryptocurrencies or tokens are considered “capital market products” such as securities, spot foreign exchange contracts, derivatives and the likes, they will be subject to the jurisdiction of the Monetary Authority of Singapore (MAS), Securities and Futures Act, anti-money laundering and combating the financing of terrorism laws and requirements. To the extent that tokens are deemed “digital payment tokens,” they will be subject to the Payment Services Act of 2019 which, among other things, require compliance with anti-money laundering and combating the financing of terrorism laws and requirements. According to the Payment Services Act of 2019, “digital payment token” means any digital representation of value (other than an excluded digital representation of value) that

 

  (a) is expressed as a unit;
  (b) is not denominated in any currency, and is not pegged by its issuer to any currency;
  (c) is, or is intended to be, a medium of exchange accepted by the public, or a section of the public, as payment for goods or services or for the discharge of a debt;
  (d) can be transferred, stored or traded electronically; and
  (e) satisfies such other characteristics as the Authority may prescribe;

 

We do not believe our NFT’s are securities or digital payment tokens subject to these acts.

 

Employment Ordinance

 

Hong Kong

 

The Employment Ordinance is the main piece of legislation governing conditions of employment in Hong Kong since 1968. It covers a comprehensive range of employment protection and benefits for employees, including Wage Protection, Rest Days, Holidays with Pay, Paid Annual Leave, Sickness Allowance, Maternity Protection, Statutory Paternity Leave, Severance Payment, Long Service Payment, Employment Protection, Termination of Employment Contract, Protection Against Anti-Union Discrimination. In addition, every employer must take out employees’ compensation insurance to protect the claims made by employees in respect of accidents occurred during the course of their employment.

 

An employer must also comply with all legal obligations under the Mandatory Provident Fund Schemes Ordinance, (CAP485). These include enrolling all qualifying employees in MPF schemes and making MPF contributions for them. Except for exempt persons, employer should enroll both full-time and part-time employees who are at least 18 but under 65 years of age in an MPF scheme within the first 60 days of employment. The 60-day employment rule does not apply to casual employees in the construction and catering industries. Pursuant to the said Ordinance, we are required to make MPF contributions for our Hong Kong employees once every contribution period (generally the wage period within 1 month). Employers and employees are each required to make regular mandatory contributions of 5% of the employee’s relevant income to an MPF scheme, subject to the minimum and maximum relevant income levels. For a monthly-paid employee, the minimum and maximum relevant income levels are $7,100 and $30,000 respectively.

 

China

 

Depending upon the political climate, we may also become subject to the laws and regulations of China governing businesses in general, including labor, occupational safety and health, contracts, tort and intellectual property. We may also become subject to foreign exchange regulations might limit our ability to convert foreign currency into Renminbi, acquire PRC companies, or make dividend payments to BONZ.

 

PRC Regulations on Tax

 

Enterprise Income Tax

 

The Enterprise Income Tax Law of the People’s Republic of China (the “EIT Law”) was promulgated by the Standing Committee of the National People’s Congress on March 16, 2007 and became effective on January 1, 2008, and was later amended on February 24, 2017. The Implementation Rules of the EIT Law (the “Implementation Rules”) were promulgated by the State Council on December 6, 2007 and became effective on January 1, 2008. According to the EIT Law and the Implementation Rules, enterprises are divided into resident enterprises and non-resident enterprises. Resident enterprises shall pay enterprise income tax on their incomes obtained in and outside the PRC at the rate of 25%. Non-resident enterprises setting up institutions in the PRC shall pay enterprise income tax on the incomes obtained by such institutions in and outside the PRC at the rate of 25%. Non-resident enterprises with no institutions in the PRC, and non-resident enterprises whose incomes having no substantial connection with their institutions in the PRC, shall pay enterprise income tax on their incomes obtained in the PRC at a reduced rate of 10%.

 

The Arrangement between the PRC and Hong Kong Special Administrative Region for the Avoidance of Double Taxation the Prevention of Fiscal Evasion with respect to Taxes on Income (the “Arrangement”) was promulgated by the State Administration of Taxation (“SAT”) on August 21, 2006 and came into effect on December 8, 2006. According to the Arrangement, a company incorporated in Hong Kong will be subject to withholding tax at the lower rate of 5% on dividends it receives from a company incorporated in the PRC if it holds a 25% interest or more in the PRC company. The Notice on the Understanding and Identification of the Beneficial Owners in the Tax Treaty (the “Notice”) was promulgated by SAT and became effective on October 27, 2009. According to the Notice, a beneficial ownership analysis will be used based on a substance-over-form principle to determine whether or not to grant tax treaty benefits.

 

 

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In April 2009, the Ministry of Finance, or MOF, and SAT jointly issued the Notice on Issues Concerning Process of Enterprise Income Tax in Enterprise Restructuring Business, or Circular 59. In December 2009, SAT issued the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or Circular 698. Both Circular 59 and Circular 698 became effective retroactively as of January 2008. In February 2011, SAT issued the Notice on Several Issues Regarding the Income Tax of Non-PRC Resident Enterprises, or SAT Circular 24, effective April 2011. By promulgating and implementing these circulars, the PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of equity interests in a PRC resident enterprise by a non-resident enterprise.

 

Under Circular 698, where a non-resident enterprise conducts an “indirect transfer” by transferring the equity interests of a PRC “resident enterprise” indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, may be subject to PRC enterprise income tax, if the indirect transfer is considered to be an abusive use of company structure without reasonable commercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at a rate of up to 10%. Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.

 

In February 2015, the SAT issued Circular 7 to replace the rules relating to indirect transfers in Circular 698. Circular 7 has introduced a new tax regime that is significantly different from that under Circular 698. Circular 7 extends its tax jurisdiction to not only indirect transfers set forth under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate holding company. In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. Circular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated to pay for the transfer) of the taxable assets. Where a non-resident enterprise conducts an “indirect transfer” by transferring the taxable assets indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being the transferor, or the transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority such indirect transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise.

   

On October 17, 2017, the SAT issued a Notice Concerning Withholding Income Tax of Non-Resident Enterprise, or SAT Notice No. 37, which abolishes Circular 698 and certain provisions of Circular 7. SAT Notice No. 37 reduces the burden of the withholding obligator, such as revocation of contract filing requirements and tax liquidation procedures, strengthens the cooperation of tax authorities in different places, and clarifies the calculation of tax payable and mechanism of foreign exchange.

 

Value-added Tax

 

Pursuant to the Provisional Regulations on Value-added Tax of the PRC, or the VAT Regulations, which were promulgated by the State Council on December 13, 1993, took effect on January 1, 1994, and were amended on November 10, 2008, February 6, 2016, and November 19, 2017, respectively, and the Rules for the Implementation of the Provisional Regulations on Value-added Tax of the PRC, which were promulgated by the MOF on December 25, 1993, and were amended on December 15, 2008, and October 28, 2011, respectively, entities and individuals that sell goods or labor services of processing, repair or replacement, sell services, intangible assets, or immovables, or import goods within the territory of the People’s Republic of China are taxpayers of value-added tax. The VAT rate is 17% for taxpayers selling goods, labor services, or tangible movable property leasing services or importing goods, except otherwise specified; 11% for taxpayers selling services of transportation, postal, basic telecommunications, construction and lease of immovable, selling immovable, transferring land use rights, selling and importing other specified goods including fertilizers; 6% for taxpayers selling services or intangible assets.

 

According to the Notice on the Adjustment to the Value-added Tax Rates issued by the SAT and the MOF on April 4, 2018, where taxpayers make VAT taxable sales or import goods, the applicable tax rates shall be adjusted from 17% to 16% and from 11% to 10%, respectively. Subsequently, the Notice on Policies for Deepening Reform of Value-added Tax was issued by the SAT, the MOF and the General Administration of Customs on March 30, 2019 and took effective on April 1, 2019, which further adjusted the applicable tax rate for taxpayers making VAT taxable sales or importing goods. The applicable tax rates shall be adjusted from 16% to 13% and from 10% to 9%, respectively.

 

 

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Dividend Withholding Tax

 

The Enterprise Income Tax Law provides that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident investors that do not have an establishment or place of business in the PRC, or that have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC.

 

PRC Laws and Regulations on Employment and Social Welfare

 

Labor Law of the PRC

 

Pursuant to the Labor Law of the PRC, which was promulgated by the Standing Committee of the NPC on July 5, 1994 with an effective date of January 1, 1995 and was last amended on August 27, 2009 and the Labor Contract Law of the PRC, which was promulgated on June 29, 2007, became effective on January 1, 2008 and was last amended on December 28, 2012, with the amendments coming into effect on July 1, 2013, enterprises and institutions shall ensure the safety and hygiene of a workplace, strictly comply with applicable rules and standards on workplace safety and hygiene in China, and educate employees on such rules and standards. Furthermore, employers and employees shall enter into written employment contracts to establish their employment relationships. Employers are required to inform their employees about their job responsibilities, working conditions, occupational hazards, remuneration and other matters with which the employees may be concerned. Employers shall pay remuneration to employees on time and in full accordance with the commitments set forth in their employment contracts and with the relevant PRC laws and regulations. Our Hong Kong subsidiary currently does not comply with PRC laws and regulations, but complies with Hong Kong laws and regulations.

 

Social Insurance and Housing Fund

 

Pursuant to the Social Insurance Law of the PRC, which was promulgated by the Standing Committee of the NPC on October 28, 2010 and became effective on July 1, 2011, employers in the PRC shall provide their employees with welfare schemes covering basic pension insurance, basic medical insurance, unemployment insurance, maternity insurance, and occupational injury insurance. Our Hong Kong subsidiary has not deposited the social insurance fees in full for all the employees in compliance with the relevant regulations. We may be ordered by the social security premium collection agency to make or supplement contributions within a stipulated period, and shall be subject to a late payment fine computed from the due date at the rate of 0.05% per day; where payment is not made within the stipulated period, the relevant administrative authorities shall impose a fine ranging from one to three times the amount of the amount in arrears. Our Hong Kong subsidiary has not deposited the social insurance fees as required by relevant regulations.

 

In accordance with the Regulations on Management of Housing Provident Fund, which were promulgated by the State Council on April 3, 1999 and last amended on March 24, 2002, employers must register at the designated administrative centers and open bank accounts for depositing employees’ housing funds. Employers and employees are also required to pay and deposit housing funds, with an amount no less than 5% of the monthly average salary of the employee in the preceding year in full and on time. Our subsidiaries have not registered at the designated administrative centers nor opened bank accounts for depositing employees’ housing funds. They also have not deposited employees’ housing funds. Our subsidiaries may be ordered by the housing provident fund management center to complete the registration formalities, open bank accounts, make the payment and deposit within a prescribed time limit if they become subject to PRC laws. Failing to register or open bank accounts at the expiration of the time limit could result in fines of not less than 10,000 yuan nor more than 50,000 yuan. And an application may be made to a people’s court for compulsory enforcement if payment and deposit has not been made after the expiration of the time limit.

 

 

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PRC Regulations Relating to Foreign Exchange

 

General Administration of Foreign Exchange

 

The principal regulation governing foreign currency exchange in the PRC is the Administrative Regulations of the PRC on Foreign Exchange (the “Foreign Exchange Regulations”), which were promulgated on January 29, 1996, became effective on April 1, 1996 and were last amended on August 5, 2008. Under these rules, Renminbi is generally freely convertible for payments of current account items, such as trade- and service-related foreign exchange transactions and dividend payments, but not freely convertible for capital account items, such as capital transfer, direct investment, investment in securities, derivative products or loans unless prior approval by competent authorities for the administration of foreign exchange is obtained. Under the Foreign Exchange Regulations, foreign-invested enterprises in the PRC may purchase foreign exchange without the approval of SAFE to pay dividends by providing certain evidentiary documents, including board resolutions, tax certificates, or for trade- and services-related foreign exchange transactions, by providing commercial documents evidencing such transactions.

 

Circular No. 37 and Circular No. 13

 

Circular 37 was released by SAFE on July 4, 2014 and abolished Circular 75 which had been in effect since November 1, 2005. Pursuant to Circular 37, a PRC resident should apply to SAFE for foreign exchange registration of overseas investments before it makes any capital contribution to a special purpose vehicle, or SPV, using his or her legitimate domestic or offshore assets or interests. SPVs are offshore enterprises directly established or indirectly controlled by domestic residents for the purpose of investment and financing by utilizing domestic or offshore assets or interests they legally hold. Following any significant change in a registered offshore SPV, such as capital increase, reduction, equity transfer or swap, consolidation or division involving domestic resident individuals, the domestic individuals shall amend the registration with SAFE. Where an SPV intends to repatriate funds raised after completion of offshore financing to the PRC, it shall comply with relevant PRC regulations on foreign investment and foreign debt management. A foreign-invested enterprise established through return investment shall complete relevant foreign exchange registration formalities in accordance with the prevailing foreign exchange administration regulations on foreign direct investment and truthfully disclose information on the actual controller of its shareholders.

 

If any shareholder who is a PRC resident (as determined by the Circular No. 37) holds any interest in an offshore SPV and fails to fulfil the required foreign exchange registration with the local SAFE branches, the PRC subsidiaries of that offshore SPV may be prohibited from distributing their profits and dividends to their offshore parent company or from carrying out other subsequent cross-border foreign exchange activities. The offshore SPV may also be restricted in its ability to contribute additional capital to its PRC subsidiaries. Where a domestic resident fails to complete relevant foreign exchange registration as required, fails to truthfully disclose information on the actual controller of the enterprise involved in the return investment or otherwise makes false statements, the foreign exchange control authority may order them to take remedial actions, issue a warning, and impose a fine of less than RMB 300,000 on an institution or less than RMB 50,000 on an individual.

 

Circular 13 was issued by SAFE on February 13, 2015, and became effective on June 1, 2015. Pursuant to Circular 13, a domestic resident who makes a capital contribution to an SPV using his or her legitimate domestic or offshore assets or interests is no longer required to apply to SAFE for foreign exchange registration of his or her overseas investments. Instead, he or she shall register with a bank in the place where the assets or interests of the domestic enterprise in which he or she has interests are located if the domestic resident individually seeks to make a capital contribution to the SPV using his or her legitimate domestic assets or interests; or he or she shall register with a local bank at his or her permanent residence if the domestic resident individually seeks to make a capital contribution to the SPV using his or her legitimate offshore assets or interests.

 

We cannot assure that our PRC beneficial shareholders have completed registrations in accordance with Circular 37.

 

 

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Circular 19 and Circular 16

 

Circular 19 was promulgated by SAFE on March 30, 2015, and became effective on June 1, 2015. According to Circular 19, the foreign exchange capital in the capital account of foreign-invested enterprises, meaning the monetary contribution confirmed by the foreign exchange authorities or the monetary contribution registered for account entry through banks, shall be granted the benefits of Discretional Foreign Exchange Settlement (“Discretional Foreign Exchange Settlement”). With Discretional Foreign Exchange Settlement, foreign capital in the capital account of a foreign-invested enterprise for which the rights and interests of monetary contribution have been confirmed by the local foreign exchange bureau, or for which book-entry registration of monetary contribution has been completed by the bank, can be settled at the bank based on the actual operational needs of the foreign-invested enterprise. The allowed Discretional Foreign Exchange Settlement percentage of the foreign capital of a foreign-invested enterprise has been temporarily set to be 100%. The Renminbi converted from the foreign capital will be kept in a designated account and if a foreign-invested enterprise needs to make any further payment from such account, it will still need to provide supporting documents and to complete the review process with its bank.

 

Furthermore, Circular 19 stipulates that foreign-invested enterprises shall make bona fide use of their capital for their own needs within their business scopes. The capital of a foreign-invested enterprise and the Renminbi it obtained from foreign exchange settlement shall not be used for the following purposes:

 

  · directly or indirectly used for expenses beyond its business scope or prohibited by relevant laws or regulations;

 

  · directly or indirectly used for investment in securities unless otherwise provided by relevant laws or regulations;

   

  · directly or indirectly used for entrusted loan in Renminbi (unless within its permitted scope of business), repayment of inter-company loans (including advances by a third party) or repayment of bank loans in Renminbi that have been sub-lent to a third party; or

  

  · directly or indirectly used for expenses related to the purchase of real estate that is not for self-use (except for foreign-invested real estate enterprises).

   

Circular 16 was issued by SAFE on June 9, 2016. Pursuant to Circular 16, enterprises registered in the PRC may also convert their foreign debts from foreign currency to Renminbi on a self-discretionary basis. Circular 16 provides an integrated standard for conversion of foreign exchange capital items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary basis applicable to all enterprises registered in the PRC. Circular 16 reiterates the principle that an enterprise’s Renminbi capital converted from foreign currency-denominated capital may not be directly or indirectly used for purposes beyond its business scope or purposes prohibited by PRC laws or regulations, and such converted Renminbi capital shall not be provided as loans to non-affiliated entities.

 

Our PRC subsidiaries' distributions to their offshore parents are required to comply with the requirements as described above.

 

PRC Share Option Rules

 

Under the Administration Measures on Individual Foreign Exchange Control issued by the PBOC on December 25, 2006, all foreign exchange matters involved in employee share ownership plans and share option plans in which PRC citizens participate require approval from SAFE or its authorized branch. Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. In addition, under the Notices on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participating in Share Incentive Plans of Overseas Publicly-Listed Companies, or the Share Option Rules, issued by SAFE on February 15, 2012, PRC residents who are granted shares or share options by companies listed on overseas stock exchanges under share incentive plans are required to (i) register with SAFE or its local branches, (ii) retain a qualified PRC agent, which may be a PRC subsidiary of the overseas listed company or another qualified institution selected by the PRC subsidiary, to conduct the SAFE registration and other procedures with respect to the share incentive plans on behalf of the participants, and (iii) retain an overseas institution to handle matters in connection with their exercise of share options, purchase and sale of shares or interests and funds transfers.

 

 

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PRC Regulation of Dividend Distributions

 

The principal laws, rules and regulations governing dividend distributions by foreign-invested enterprises in the PRC are the Company Law of the PRC, as amended, the Wholly Foreign-owned Enterprise Law and its implementation regulations, the Chinese-foreign Cooperative Joint Venture Law and its implementation regulations, and the Chinese-foreign Equity Joint Venture Law and its implementation regulations. Under these laws, rules and regulations, foreign-invested enterprises may pay dividends only out of their accumulated profit, if any, as determined in accordance with PRC accounting standards and regulations. Both PRC domestic companies and wholly-foreign owned PRC enterprises are required to set aside a general reserve of at least 10% of their after-tax profit, until the cumulative amount of such reserve reaches 50% of their registered capital. A PRC company is not permitted to distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year.

 

REPORTS TO SECURITY HOLDERS

 

Upon the effective date of this Registration Statement, we will become subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and accordingly, will file current and periodic reports, proxy statements and other information with the Securities and Exchange Commission, or the Commission. Information that the Company previously publicly disclosed was made through the OTC Disclosure and News Service and are available on the OTC Markets Group’s website at www.otcmarkets.com. With respect to disclosures filed or furnished to the Commission, you may obtain copies of our prior and future reports from the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, or on the SEC's website, at www.sec.gov. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We currently do not have an internet website, but will also make available free of charge electronic copies of our filings upon request.

 

Item 1A. Risk Factors

 

The following information sets forth risk factors that could cause our actual results to differ materially from those contained in forward-looking statements we have made in this registration statement and those we may make from time to time. You should carefully consider the risks described below, in addition to the other information contained in this registration statement, before making an investment decision. Our business, financial condition or results of operations could be harmed by any of these risks. The risks and uncertainties described below are not the only ones we face. Additional risks not presently known to us or other factors not perceived by us to present significant risks to our business at this time also may impair our business operations.

 

Risks Related to Our Business and Industry

 

We are indebted to certain of our executive officers and directors in the approximate amount of US$54,007.

 

As of September 30, 2021, we are indebted to Julian Han Meng SO, our director and shareholder, in an approximate amount of $54,007. We may not be able to generate sufficient cash flow to repay these loans. If we issue additional securities as repayment, our shareholders may experience significant dilution. The advances are not expected to be repayable within the next twelve months. Additionally, loan repayment before achievement of profitability may cause us to delay implementing our business plans to expand.

  

We are also subject to other risks and uncertainties that affect many other businesses, including:

 

  · increasing costs, the volatility of costs and funding requirements and other legal mandates for employee benefits, especially pension and healthcare benefits;

  · the increasing costs of compliance with federal, state and foreign governmental agency mandates (including the Foreign Corrupt Practices Act) and defending against inappropriate or unjustified enforcement or other actions by such agencies;

 

 

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  · the impact of any international conflicts on the U.S. and global economies in general, the transportation industry or us in particular, and what effects these events will have on our costs or the demand for our services;
  · any impacts on our business resulting from new domestic or international government laws and regulation;
  · market acceptance of our new service and growth initiatives;
  · the impact of technology developments on our operations and on demand for our services;
  · governmental under-investment in transportation infrastructure, which could increase our costs and adversely impact our service levels due to traffic congestion or sub-optimal routing of our vehicles;
  · widespread outbreak of an illness or any other communicable disease, or any other public health crisis;
  · availability of financing on terms acceptable to our ability to maintain our current credit ratings, especially given the capital intensity of our operations.
  · the impact of cyberattacks and security breaches on our platform, our crypto wallets or our third-party partners;
  · any impacts on our crypto assets or customer assets due to the improper treatment of the crypto wallets, or the failure of the crypto storage system on our platform or our third-party partners;
  · changes in market sentiments towards NFT and crypto;
  · the impact on our business due to the system failure of our platform or our third-party partners;
  · any impacts on the value of our crypto assets resulting from the volatile changes in crypto prices;
  ·

our ability to attract, maintain, and grow our customer base and engage our customers;

  · pricing for our products and services;
  · our ability to diversify and grow our services revenue;
  · changes in macroeconomic conditions, political and legal environments;
  · adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs;
  · our ability to attract and retain talent; and
  · our ability to compete with our competitors.

 

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

 

We may rely on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain our competitive position. However, trade secrets are difficult to protect. We limit disclosure of such trade secrets where possible but we also seek to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who do have access to them, such as our employees, contract manufacturers, consultants, advisors and other third parties. Despite these efforts, any of these parties may breach the agreements and may unintentionally or willfully disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. Moreover, if any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be harmed.

 

Risks Related to Our Finances and Capital Requirements

 

We will need additional funding and may be unable to raise capital when needed, which would force us to delay any business expansions or acquisitions.

 

Our business plan contemplates the expansion of our logistics and delivery operations through organic means and through acquisitions or investments in additional complementary businesses, products and technologies. While we currently have no commitments or agreements relating to any of these types of transactions, we do not generate sufficient revenue from operations to finance expansion or acquisition needs. We expect to finance such future cash needs through public or private equity offerings, debt financings or corporate collaboration and licensing arrangements, as well as through interest income earned on cash and investment balances. We cannot be certain that additional funding will be available on acceptable terms, or at all. If adequate funds are not available, we may be required to delay, reduce the scope of or eliminate one or more of our development programs or our commercialization efforts.

 

 

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Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish proprietary rights.

 

Until such time, if ever, as we can generate substantial revenue, we expect to finance our cash needs through a combination of equity offerings, debt financings, grants and license and development agreements in connection with any collaborations. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a stockholder. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

 

If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

 

Risks Relating to Doing Business in Hong Kong.

  

We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in Hong Kong and the profitability of such business.

 

We conduct our operations and generate our revenue in Hong Kong. Accordingly, economic, political and legal developments in the PRC will significantly affect our business, financial condition, results of operations and prospects. The PRC economy is in transition from a planned economy to a market-oriented economy subject to plans adopted by the government that set national economic development goals. Policies of the PRC government can have significant effects on economic conditions in the PRC. While we believe that the PRC will continue to strengthen its economic and trading relationships with foreign countries and that business development in the PRC will continue to follow market forces, we cannot assure you that this will be the case.  Our interests may be adversely affected by changes in policies by the PRC government, including:

 

  · changes in laws, regulations or their interpretation;  
  · confiscatory taxation;
  · restrictions on currency conversion, imports or sources of supplies, or ability to continue as a for-profit enterprise;
  · expropriation or nationalization of private enterprises; and
  · the allocation of resources.

 

Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.

 

Our business operations may be adversely affected by the current and future political environment in the PRC. The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. We expect the Hong Kong legal system to rapidly evolve in the near future and may become closer aligned with legal system in China with the PRC government exerting more oversight and control over companies operating in Hong Kong, offerings conducted overseas and or foreign investment in Hong Kong based issuers. The interpretations of many laws, regulations and rules may not always be uniform and the enforcement of these laws, regulations and rules may involve uncertainties for you and us. Our ability to operate in Hong Kong, conduct overseas offerings and continue to investment in Hong Kong based issuers may be harmed by these changes in its laws and regulations, including those relating to taxation, import and export tariffs, healthcare regulations, environmental regulations, land use and property ownership rights, and other matters. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in Hong Kong or particular regions thereof, and could limit or completely hinder our ability to offer or continue to offer securities to investors or require us to divest ourselves of any interest we then hold in Hong Kong properties or joint ventures. Any such actions (including divesture or similar actions) could result in a material adverse effect on us and on your investment in us and could render our securities and your investment in our securities worthless.

 

 

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There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business, or the enforcement and performance of our contractual arrangements with borrowers in the event of the imposition of statutory liens, death, bankruptcy or criminal proceedings. Only after 1979 did the Chinese government begin to promulgate a comprehensive system of laws that regulate economic affairs in general, deal with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade, as well as encourage foreign investment in China. Although the influence of the law has been increasing, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. Also, because these laws and regulations are relatively new, and because of the limited volume of published cases and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve significant uncertainties. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. In addition, there have been constant changes and amendments of laws and regulations over the past 30 years in order to keep up with the rapidly changing society and economy in China. Because government agencies and courts that provide interpretations of laws and regulations and decide contractual disputes and issues may change their interpretation or enforcement very rapidly with little advance notice at any time, we cannot predict the future direction of Chinese legislative activities with respect to either businesses with foreign investment or the effectiveness on enforcement of laws and regulations in China. The uncertainties, including new laws and regulations and changes of existing laws, as well as, may cause possible problems to foreign investors.

  

Although the PRC government has been pursuing economic reform policies for more than two decades, the PRC government continues to exercise significant control over economic growth in the PRC through the allocation of resources, controlling payments of foreign currency, setting monetary policy and imposing policies that impact particular industries in different ways.  We cannot assure you that the PRC government will continue to pursue policies favoring a market oriented economy or that existing policies will not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting political, economic and social life in the PRC.

 

The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer's public accounting firm within three years. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist our securities from applicable trading market within the US.

 

The Holding Foreign Companies Accountable Act was signed into law on December 18, 2020, and requires Auditors of publicly traded companies to submit to regular inspections to assess such auditors’ compliance with applicable professional standards. If the U.S. securities regulatory agencies are unable to conduct such investigations, there exists a risk that they may suspend or de-register our registration with the SEC and may also delist our securities from applicable trading market within the US. Our auditor is located in Kuala, Lumpur, Malaysia.

 

According to Article 177 of the Securities Law of the PRC (“Article 177”), overseas securities regulatory authorities are prohibited from engaging in activities pertaining to investigations or evidence collection directly conducted within the territories of the PRC, and Chinese entities or individuals are further prohibited from providing documents and information in connection with securities business activities to any organizations and/or persons abroad without the prior consent of the securities regulatory authority of the State Council and the competent departments of the State Council. As of the date of this prospectus, we are not aware of any implementing rules or regulations which have been published regarding application of Article 177.

 

We believe Article 177 is only applicable where the activities of overseas authorities constitute a direct investigation or evidence collection by such authorities within the territory of the PRC. In the event that the U.S. securities regulatory agencies carry out an investigation on us such as an enforcement action by the Department of Justice, the SEC or other authorities, such agencies’ activities will constitute conducting an investigation or collecting evidence directly within the territory of the PRC and accordingly fall within the scope of Article 177. In that case, the U.S. securities regulatory agencies may have to consider establishing cross-border cooperation with the securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or establishing a regulatory cooperation mechanism with the securities regulatory authority of the PRC. However, there is no assurance that the U.S. securities regulatory agencies will succeed in establishing such cross-border cooperation in this particular case and/or establish such cooperation in a timely manner.

 

 

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Furthermore, as Article 177 is a recently promulgated provision, it remains unclear as to how it will be interpreted, implemented or applied by the Chinese Securities Regulatory Commission or other relevant government authorities. As such, there are uncertainties as to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) be permitted to inspect the issuer's public accounting firm within three years. If the U.S. securities regulatory agencies are unable to conduct such investigations, there exists a risk that they may determine to suspend or de-register our registration with the SEC and may also delist our securities from applicable trading market within the US.

   

Adverse regulatory developments in China may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies like us with significant China-based operations, all of which could increase our compliance costs, subject us to additional disclosure requirements.

 

The recent regulatory developments in China, in particular with respect to restrictions on China-based companies raising capital offshore, may lead to additional regulatory review in China over our financing and capital raising activities in the United States. In addition, we may be subject to industry-wide regulations that may be adopted by the relevant PRC authorities, which may have the effect of limiting our service offerings, restricting the scope of our operations in China, or causing the suspension or termination of our business operations in China entirely, all of which will materially and adversely affect our business, financial condition and results of operations. We may have to adjust, modify, or completely change our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedial action adopted by us can be completed in a timely, cost-efficient, or liability-free manner or at all.

 

On July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies before their registration statements will be declared effective, including detailed disclosure related to whether the issuer received or were denied permission from Chinese authorities to list on U.S. exchanges and the risks that such approval could be denied or rescinded. On August 1, 2021, the China Securities Regulatory Commission stated in a statement that it had taken note of the new disclosure requirements announced by the SEC regarding the listings of Chinese companies and the recent regulatory development in China, and that both countries should strengthen communications on regulating China-related issuers. We cannot guarantee that we will not be subject to tightened regulatory review and we could be exposed to government interference in China.

 

We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.

 

We are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We will have operations, agreements with third parties and make sales in Hong Kong, which may experience corruption. Our proposed activities may create the risk of unauthorized payments or offers of payments by one of the employees, consultants, or sales agents of our Company, because these parties are not always subject to our control. It will be our policy to implement safeguards to discourage these practices by our employees. Also, our existing practices and any future improvements may prove to be less than effective, and the employees, consultants, or sales agents of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

 

 

  16  

 

 

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand business.

 

Any transfer of funds by us to our Hong Kong subsidiaries, either as a shareholder loan or as an increase in registered capital, may become subject to approval by or registration or filing with relevant governmental authorities in China. According to the relevant PRC regulations on foreign-invested enterprises in China, capital contributions to PRC subsidiaries are subject to the approval of or filing with the Ministry of Commerce in its local branches and registration with a local bank authorized by SAFE. It is unclear if Hong Kong subsidiaries will be deemed a PRC subsidiary. If Hong Kong subsidiaries are deemed to be PRC subsidiaries, (i) any foreign loan procured by our Hong Kong subsidiaries will be required to be registered with SAFE or its local branches or filed with SAFE in its information system; and (ii) our Hong Kong subsidiaries will not be able to procure loans which exceed the difference between their total investment amount and registered capital or, as an alternative, only procure loans subject to the calculation approach and limitation as provided in the People’s Bank of China Notice No. 9 (“PBOC Notice No. 9”). We may not be able to obtain these government approvals or complete such registrations on a timely basis, if at all, with respect to future capital contributions or foreign loans by us to our Hong Kong subsidiaries, if required. If we fail to receive such approvals or complete such registration or filing, our ability to use the proceeds we receive from our offshore financing activities and to capitalize our Hong Kong operations may be negatively affected, which could adversely affect our liquidity and ability to fund and expand our business. There is, in effect, no statutory limit on the amount of capital contribution that we can make to our Hong Kong subsidiaries. This is because there is no statutory limit on the amount of registered capital for our Hong Kong subsidiaries, and we are allowed to make capital contributions to our Hong Kong subsidiaries by subscribing for their initial registered capital and increased registered capital, provided that the Hong Kong subsidiaries complete the relevant filing and registration procedures.

 

The Circular on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises, or SAFE Circular 19, effective as of June 1, 2015, as amended by Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement under the Capital Account, or SAFE Circular 16, effective on June 9, 2016, allows FIEs to settle their foreign exchange capital at their discretion, but continues to prohibit FIEs from using the Renminbi fund converted from their foreign exchange capitals for expenditure beyond their business scopes, and also prohibit FIEs from using such Renminbi fund to provide loans to persons other than affiliates unless otherwise permitted under its business scope. If Safe Circulars 16 and 19 are interpreted to apply to the Hong Kong Dollar, our ability to use Hong Kong Dollars converted from the net proceeds from our offshore financing activities to fund the establishment of new entities in Hong Kong, to invest in or acquire any other Hong Kong or PRC companies may be limited, which may adversely affect our business, financial condition and results of operations.

 

Because our holding company structure creates restrictions on the payment of dividends, our ability to pay dividends is limited.

 

We are a holding company whose primary assets are our ownership of the equity interests in our subsidiaries and our agreements with our variable interest entities. We conduct no other business and, as a result, we depend entirely upon our subsidiaries and variable interest entities’ earnings and cash flow. If we decide in the future to pay dividends, as a holding company, our ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiaries and variable interest entities. Our subsidiaries, variable interest entities and projects may be restricted in their ability to pay dividends, make distributions or otherwise transfer funds to us prior to the satisfaction of other obligations, including the payment of operating expenses or debt service, appropriation to reserves prescribed by laws and regulations, covering losses in previous years, restrictions on the conversion of local currency into U.S. dollars or other hard currency, completion of relevant procedures with governmental authorities or banks and other regulatory restrictions. Under the applicable PRC laws and regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, a foreign-invested enterprise in China is required to set aside a portion of its after-tax profit to fund specific reserve funds prior to payment of dividends. In particular, at least 10% of its after-tax profits based on PRC accounting standards each year is required to be set aside towards its general reserves until the accumulative amount of such reserves reach 50% of its registered capital. These reserves are not distributable as cash dividends. If future dividends are paid in RMB, fluctuations in the exchange rate for the conversion of any of these currencies into U.S. dollars may adversely affect the amount received by U.S. stockholders upon conversion of the dividend payment into U.S. dollars. For a detailed description of the potential government regulations facing the Company associated with our operations in Hong Kong, please refer to “Government and Industry Regulations –China. We do not presently have any intention to declare or pay dividends in the future. You should not purchase shares of our common stock in anticipation of receiving dividends in future periods.

 

 

  17  

 

 

If any dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately receive.

 

If you are a U.S. holder of our shares of common stock, you will be taxed on the U.S. dollar value of your dividends, if any, at the time you receive them, even if you actually receive a smaller amount of U.S. dollars when the payment is in fact converted into U.S. dollars. Specifically, if a dividend is declared and paid in a foreign currency such as the RMB, the amount of the dividend distribution that you must include in your income as a U.S. holder will be the U.S. dollar value of the payments made in the foreign currency, determined at the spot rate of the foreign currency to the U.S. dollar on the date the dividend distribution is includible in your income, regardless of whether the payment is in fact converted into U.S. dollars. Thus, if the value of the foreign currency decreases before you actually convert the currency into U.S. dollars, you will be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately receive.

 

Dividends payable to our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject to tax by the PRC.

 

Under the Enterprise Income Tax Law and its implementation regulations issued by the State Council of the PRC, unless otherwise provided under relevant tax treaties, a 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises, which do not have an establishment or place of business in the PRC or which have such establishment or place of business but the dividends are not effectively connected with such establishment or place of business, to the extent such dividends are derived from sources within the PRC. Similarly, any gain realized on the transfer of shares by such investors is also subject to PRC tax at a current rate of 10%, subject to any reduction or exemption set forth in relevant tax treaties, if such gain is regarded as income derived from sources within the PRC. If we are deemed a PRC resident enterprise, dividends paid on our shares, and any gain realized from the transfer of our shares, would be treated as income derived from sources within the PRC and would as a result be subject to PRC taxation. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to individual investors who are non-PRC residents and any gain realized on the transfer shares by such investors may be subject to PRC tax at a current rate of 20%, subject to any reduction or exemption set forth in applicable tax treaties. It is unclear whether we or any of our subsidiaries established outside of China are considered a PRC resident enterprise or whether holders of shares would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas. If dividends payable to our non-PRC investors, or gains from the transfer of our shares by such investors are subject to PRC tax, the value of your investment in our shares may decline significantly. For a detailed description of the potential government regulations facing the Company associated with our operations in Hong Kong, please refer to “Government and Industry Regulations –China.”

 

Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.

 

Under the PRC Enterprise Income Tax Law, or the New EIT Law, and its amendment and implementation rules, which became effective in January 2008, an enterprise established outside of the PRC with a “de facto management body” located within the PRC is considered a PRC resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its global income. The implementation rules define the term “de facto management bodies” as “establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel and human resources, finance and treasury, and business combination and disposition of properties and other assets of an enterprise.” On April 22, 2009, the State Administration of Taxation (the “SAT”), issued a circular, or SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although the SAT Circular 82 only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the determining criteria set forth in the SAT Circular 82 may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the resident status of all offshore enterprises for the purpose of PRC tax, regardless of whether they are controlled by PRC enterprises or individuals. Although we do not believe that our legal entities organized outside of the PRC constitute PRC resident enterprises, it is possible that the PRC tax authorities could reach a different conclusion. In such case, we may be considered a PRC resident enterprise and may therefore be subject to the 25% enterprise income tax on our global income, which could significantly increase our tax burden and materially and adversely affect our cash flow and profitability. In addition to the uncertainty regarding how the new PRC resident enterprise classification for tax purposes may apply, it is also possible that the rules may change in the future, possibly with retroactive effect. For a detailed description of the potential government regulations facing the Company associated with our operations in Hong Kong, please refer to “Government and Industry Regulations –China.”

 

 

  18  

 

   

We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

 

On February 3, 2015, the State Administration of Taxation issued an Announcement on Several Issues Concerning Enterprise Income Tax on Income Arising from Indirect Transfers of Property by Non-PRC Resident Enterprises, or Announcement 7, with the same effective date. Under Announcement 7, an “indirect transfer” refers to a transaction where a non-resident enterprise transfers its equity interest and other similar interest in an offshore holding company, which directly or indirectly holds Chinese taxable assets (the assets of an “establishment or place” situated in China; real property situated in China and equity interest in Chinese resident enterprises) and any indirect transfer without reasonable commercial purposes are subject to the PRC taxation. In addition, Announcement 7 specifies the conditions under which an indirect transfer is deemed to lack a reasonable commercial purpose which include: (1) 75% or more of the value of the offshore holding company’s equity is derived from Chinese taxable assets, (2) anytime in the year prior to the occurrence of the indirect transfer of Chinese taxable assets, 90% or more of the total assets (excluding cash) of the offshore holding company are direct or indirect investments in China, or 90% or more of the revenue of the offshore holding company was sourced from China; (3) the functions performed and risks assumed by the offshore holding company(ies), although incorporated in an offshore jurisdiction to conform to the corporate law requirements there, are insufficient to substantiate their corporate existence and (4) the foreign income tax payable in respect of the indirect transfer is lower than the Chinese tax which would otherwise be payable in respect of the direct transfer if such transfer were treated as a direct transfer. As a result, gains derived from such indirect transfer will be subject to PRC enterprise income tax, currently at a tax rate of 10%.

 

Announcement 7 grants a safe harbor under certain qualifying circumstances, including transfers in the public securities market and certain intragroup restricting transactions, however, there is uncertainty as to the implementation of Announcement 7. For example, Announcement 7 requires the buyer to withhold the applicable taxes without specifying how to obtain the information necessary to calculate taxes and when the applicable tax shall be submitted. Announcement 7 may be determined by the tax authorities to be applicable to our offshore restructuring transactions or sale of the shares of our offshore subsidiaries where non-resident enterprises, being the transferors, were involved. Though Announcement 7 does not impose a mandatory obligation of filing the report of taxable events, the transferring party shall be subject to PRC withholding tax if the certain tax filing conditions are met. Non-filing may result in an administrative penalty varying from 50% to 300% of unpaid taxes. As a result, we and our non-resident enterprises in such transactions may become at risk of being subject to taxation under Announcement 7, and may be required to expend valuable resources to comply with Announcement 7 or to establish that we and our non-resident enterprises should not be taxed under Announcement 7, for any restructuring or disposal of shares of our offshore subsidiaries, which may have a material adverse effect on our financial condition and results of operations.

 

PRC laws and regulations have established more complex procedures for certain acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

 

Further to the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the New M&A Rules, the Anti-monopoly Law of the PRC, the Rules of Ministry of Commerce on Implementation of Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated by MOFCOM or the MOFCOM Security Review Rules, was issued in August 2011, which established additional procedures and requirements that are expected to make merger and acquisition activities in China by foreign investors more time-consuming and complex, including requirements in some instances that MOFCOM be notified in advance of any change of control transaction in which a foreign investor takes control of a PRC enterprise, or that the approval from MOFCOM be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. PRC laws and regulations also require certain merger and acquisition transactions to be subject to merger control review and or security review.

 

The MOFCOM Security Review Rules, effective from September 1, 2011, which implement the Notice of the General Office of the State Council on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated on February 3, 2011, further provide that, when deciding whether a specific merger or acquisition of a domestic enterprise by foreign investors is subject to the security review by MOFCOM, the principle of substance over form should be applied and foreign investors are prohibited from bypassing the security review requirement by structuring transactions through proxies, trusts, indirect investments, leases, loans, control through agreements control or offshore transactions.

 

 

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Further, if the business of any target company that the combined company seeks to acquire falls into the scope of security review, the combined company may not be able to successfully acquire such company either by equity or asset acquisition, capital contribution or through any contractual agreements. The combined company may grow its business in part by acquiring other companies operating in its industry. Complying with the requirements of the relevant regulations to complete such transactions could be time consuming, and any required approval processes, including approval from MOFCOM, may delay or inhibit its ability to complete such transactions, which could affect our ability to maintain or expand our market share.

 

In addition, SAFE promulgated the Circular on the Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or Circular 19, on June 1, 2015. Under Circular 19, registered capital of a foreign-invested company settled in RMB converted from foreign currencies may only be used within the business scope approved by the applicable governmental authority and the equity investments in the PRC made by the foreign-invested company shall be subject to the relevant laws and regulations about the foreign-invested company’s reinvestment in the PRC. In addition, foreign-invested companies cannot use such capital to make the investments in securities, and cannot use such capital to issue the entrusted RMB loans (except approved in its business scope), repay the RMB loans between the enterprises and the ones which have been transferred to the third party. Circular 19 may significantly limit our ability to effectively use the proceeds from future financing activities as the Chinese subsidiaries may not convert the funds received from us in foreign currencies into RMB, which may adversely affect their liquidity and our ability to fund and expand our business in the PRC.

 

SAFE issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts (“Circular 16”), on June 9, 2016, which became effective simultaneously. Pursuant to Circular 16, enterprises registered in the PRC may also convert their foreign debts from foreign currency to RMB on a self-discretionary basis. Circular 16 provides an integrated standard for conversion of foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary basis which applies to all enterprises registered in the PRC. Circular 16 reiterates the principle that RMB converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purpose beyond its business scope or prohibited by PRC Laws or regulations, while such converted RMB shall not be utilized as loans to its non-affiliated entities. As Circular 16 is newly issued and SAFE has not provided detailed guidelines with respect to its interpretation or implementation, it is uncertain how these rules will be interpreted and implemented.

 

Failure to comply with PRC regulations regarding the registration requirements for employee stock ownership plans or share option plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

 

Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. In the meantime, our directors, executive officers and other employees who are PRC citizens or who are non-PRC residents residing in the PRC for a continuous period of not less than one year, subject to limited exceptions, and who have been granted incentive share awards by us, may follow the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company, or 2012 SAFE notices, promulgated by the SAFE in 2012. Pursuant to the 2012 SAFE notices, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. Our executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted options will be subject to these regulations. It is unclear if these regulations will be expanded to include Hong Kong residents or citizens. Failure to complete the SAFE registrations may subject them to fines, and legal sanctions and may also limit our ability to contribute additional capital into our Hong Kong subsidiaries and limit our Hong Kong subsidiaries’ ability to distribute dividends to us if Hong Kong residents or citizens are covered under these PRC regulations. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law.

 

The SAT has issued certain circulars concerning employee share options and restricted shares. Under these circulars, employees working in China who exercise share options or are granted restricted shares will be subject to PRC individual income tax. It is unclear whether these regulations will be expanded in the future to cover our employees in Hong Kong. Our Hong Kong subsidiaries may become obligated to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options. If our employees fail to pay or we fail to withhold their income taxes according to relevant laws and regulations, we may face sanctions imposed by the tax authorities or other PRC governmental authorities.

 

 

  20  

 

 

If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations and our reputation and could result in a loss of your investment in our shares, especially if such matter cannot be addressed and resolved favorably.

 

U.S. public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities, a lack of effective internal controls over financial accounting and reporting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on our company and our business. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we may have to expend significant resources to investigate such allegations and/or defend the Company. This situation may be a major distraction to our management. If such allegations are not proven to be groundless, our Company and business operations will be severely hampered and your investment in our stock could be rendered worthless.

 

In addition, major issues with other U.S. listed Chinese companies in the future, could have a negative effect on the value of your investment, even though the Company is not involved.

 

It may be difficult for stockholders to enforce any judgment obtained in the United States against us, which may limit the remedies otherwise available to our stockholders.

 

Substantially all of our assets are located in Hong Kong. Moreover, our current directors and officers are Hong Kong/Chinese nationals. All or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for our stockholders to effect service of process within the United States upon our subsidiaries and variable interest entities or any individuals. In addition, there is uncertainty as to whether the courts of Hong Kong or the PRC would recognize or enforce judgments of U.S. courts obtained against us or our officers and/or directors predicated upon the civil liability provisions of Hong Kong against us or such persons predicated upon the securities laws of the United States or any state thereof. It is unclear if extradition treaties now in effect between the United States and the PRC would permit effective enforcement against us or our officers and directors of criminal penalties under the United States Federal securities laws or otherwise.

 

Risks Relating to Securities Markets and Investment in Our Stock

 

There is not now and there may not ever be an active market for our Common Stock. There are restrictions on the transferability of these securities.

 

There currently is no market for our Common Stock and, except as otherwise described herein, we have no plans to file any registration statement or otherwise attempt to create a market for the shares. Even if an active market develops for the shares, Rule 144, which provides for an exemption from the registration requirements under the Securities Act under certain conditions, requires, among other conditions, a holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act. There can be no assurance that we will fulfill any reporting requirements in the future under the Exchange Act or disseminate to the public any current financial or other information concerning us, as is required by Rule 144 as part of the conditions of its availability.

 

 

 

  21  

 

 

Our common stock is subject to the "penny stock" rules of the sec and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

 

Under U.S. federal securities legislation, our common stock will constitute "penny stock". Penny stock is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor's account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor's account for transactions in penny stocks, the broker or dealer must obtain financial information 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, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

 

Our insiders beneficially own a significant portion of our stock, and accordingly, may have control over stockholder matters, our business and management.

 

As of the date of this prospectus, Lee Ying Chiu Herbert beneficially owns 1,231,905,946 shares of our common stock, or approximately 62.53% of our issued and outstanding shares of common stock and 10,000,000 share of our Series A Preferred Stock, or approximately 100% of our issued and outstanding shares of Series A Preferred Stock, and 337,000 shares of our Series B Preferred Stock, or approximately 93.09% of our issued and outstanding shares of Series B Preferred Stock and 1 share of our Series C Preferred Stock, or approximately 100% of our issued and outstanding shares of Series C Preferred Stock. Julian So, our director, beneficially owns 100,000,000 shares of our common stock, or approximately 5.08% of our issued and outstanding shares of common stock. Each of Messrs. Lee and So are entitled to an additional 129,757,936,504 and 8,608,462,003, respectively, shares of our common stock in connection with our acquisition of Marvion Holdings Limited. After the issuance of the second tranche of shares of common stock, our directors will beneficially own approximately 93.34% of our issued and outstanding shares of our common stock. As a result, our management team will have significant influence to:

 

·   Elect or defeat the election of our directors;

 

·   Amend or prevent amendment of our articles of incorporation or bylaws;

 

·   effect or prevent a merger, sale of assets or other corporate transaction; and

 

·   affect the outcome of any other matter submitted to the stockholders for vote.

 

Moreover, because of the significant ownership position held by our management team, new investors may not be able to effect a change in our business or management, and therefore, shareholders would have no recourse as a result of decisions made by management. In addition, sales of significant amounts of shares held by our management team, or the prospect of these sales, could adversely affect the market price of our common stock. Our management team’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. 

 

 

  22  

 

 

State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this registration statement.

 

Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.

 

The Company does not intend to seek registration or qualification of its shares of common stock the subject of this offering in any State or territory of the United States. Aside from a "secondary trading" exemption, other exemptions under state law and the laws of US territories may be available to purchasers of the shares of common stock sold in this offering,

 

Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover of our company. 

 

Though not now, in the future we may become subject to Nevada's control share law. A corporation is subject to Nevada's control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a "controlling interest" which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors:

 

(i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.

  

The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.

  

If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder's shares. 

 

In addition to the control share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and "interested stockholders" for three years after the "interested stockholder" first becomes an "interested stockholder," unless the corporation's board of directors approves the combination in advance. For purposes of Nevada law, an "interested stockholder" is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term "business combination" is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation's assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

 

The effect of Nevada's business combination law is to potentially discourage parties interested in taking control of our company from doing so if it cannot obtain the approval of our board of directors.

 

 

  23  

 

 

Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them. 

 

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. Stockholders may never be able to sell shares when desired. Before you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected.

 

Our stock may be subject to substantial price and volume fluctuations due to a number of factors, many of which are beyond our control and may prevent our stockholders from reselling our Common Stock at a profit.

 

The market prices for our securities may be volatile and may fluctuate substantially due to many factors, including:

 

  · market conditions in the business marketing services and NFT services sectors or the economy as a whole;
  · price and volume fluctuations in the overall stock market;
  · announcements of the introduction of new products and services by us or our competitors;
  · actual fluctuations in our quarterly operating results, and concerns by investors that such fluctuations may occur in the future;
  · deviations in our operating results from the estimates of securities analysts or other analyst comments;
  · additions or departures of key personnel;
  · legislation, including measures affecting e-commerce or infrastructure development; and
  · developments concerning current or future strategic collaborations.

 

 

Item 2. Financial Information.

 

Management’s Discussion and Analysis of the Results of Operations

 

Forward-Looking Statements

 

Statements in the following discussion and throughout this registration statement that are not historical in nature are “forward-looking statements.” You can identify forward-looking statements by the use of words such as “expect,” “anticipate,” “estimate,” “may,” “will,” “should,” “intend,” “believe,” and similar expressions. Although we believe the expectations reflected in these forward-looking statements are reasonable, such statements are inherently subject to risk and we can give no assurances that our expectations will prove to be correct. Actual results could differ from those described in this registration statement because of numerous factors, many of which are beyond our control. These factors include, without limitation, those described under Item 1A “Risk Factors.” We undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this registration statement or to reflect actual outcomes. Please see “Forward Looking Statements” at the beginning of this Form 10.

 

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information appearing elsewhere in this Form 10.

 

Overview

 

We are not required to obtain permission from the Chinese authorities to operate or to issue securities to foreign investors.

 

 

  24  

 

 

We are at a development stage company  and reported a net loss of $865 and $926 for the years ended December 31, 2020 and 2019, respectively. We had current assets of $2,650 and current liabilities of $4,282 as of December 31, 2020. As of December 31, 2019, our current assets and current liabilities were $3,435 and $4,199, respectively. Our financial statements for the years ended December 31, 2020 and 2019 have been prepared assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and public offerings, capital leases and short-term and long-term debts.

 

Results of Operations.

 

Comparison of the three months ended September 30, 2021 and September 30, 2020

  

The following table sets forth certain operational data for the three months ended September 30, 2021, compared to the three months ended September 30, 2020:

 

    Three months ended September 30,  
    2021     2020  
             
Revenue   $ 13,677     $  
General and administrative expenses     (88,602 )     (52 )
Loss from operation     (74,925 )     (52 )
Total other expense            
Income tax expense            
NET LOSS   $ (74,925 )   $ (52 )

 

Revenue.

 

During the three months ended September 30, 2021, and 2020, the following customers accounted for 10% or more of our total net revenues 

 

    Three months ended September 30, 2021         September 30, 2021  
Customer   Revenues     Percentage
of revenues
        Accounts
receivable
 
Axiom Global HK Limited   $ 13,256       100%         $  
Video Commerce Group Limited                      
Total:   $ 13,256       100%     Total:   $  

 

      Three months ended September 30, 2020           September 30, 2020  
Customer     Revenues       Percentage
of revenues
          Accounts receivable  
Axiom Global HK Limited   $               $  
Video Commerce Group Limited                      
Total:   $           Total:   $  

 

 

 

  25  

 

 

General and Administrative Expenses (“G&A”).

 

We incurred G&A expenses of $88,602 and $52 for the three months ended September 30, 2021, and 2020, respectively. The increase in G&A is primarily attributable to the consultancy fees and salaries associated with revenue-related costs.

 

Income Tax Expense.

 

No income tax expense incurred for the three months ended September 30, 2021, and 2020, respectively.

 

Liquidity and Capital Resources

 

As of September 30, 2021, we had cash and cash equivalents of $2,647, loan and interest receivable of $19,041 and prepayments and other receivables of $4,119.

 

As of December 31, 2020, we had cash and cash equivalents of $1,360, loan and interest receivable of $0 and prepayments and other receivables of $1,290.

 

As of December 31, 2019, we had cash and cash equivalents of $2,151, loan and interest receivable of $0 and prepayments and other receivables of $1,284.

 

We expect to incur significantly greater expenses in the near future as we expand our business or enter into strategic partnerships. We also expect our general and administrative expenses to increase as we expand our finance and administrative staff, add infrastructure, and incur additional costs related to being reporting act company, including directors’ and officers’ insurance and increased professional fees.

 

We have never paid dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.

 

Comparison of the nine months ended September 30, 2021 and September 30, 2020

 

    Nine months ended September 30,  
    2021     2020  
             
Revenue   $ 177,017     $  
General and administrative expenses     (244,578 )     (433 )
Loss from operation     (67,561 )     (433 )
Total other expense            
Income tax expense            
NET LOSS   $ (67,561 )   $ (433 )

 

 

  26  

 

 

Revenue.

 

During the nine months ended September 30, 2021, and 2020, the following customers accounted for 10% or more of our total net revenues

 

    Nine months ended September 30, 2021         September 30, 2021  
Customer   Revenues     Percentage
of revenues
        Accounts
receivable
 
Axiom Global HK Limited   $ 101,026       57%         $  
Video Commerce Group Limited     75,315       43%            
Total:   $ 176,341       100%     Total:   $  

 

      Nine months ended September 30, 2020           September 30, 2020  
Customer     Revenues       Percentage
of revenues
          Accounts receivable  
Axiom Global HK Limited   $               $  
Video Commerce Group Limited                      
Total:   $           Total:   $  

 

General and Administrative Expenses (“G&A”).

 

We incurred G&A expenses of $244,578 and $433 for the nine months ended September 30, 2021, and 2020, respectively. The increase in G&A is primarily attributable to the consultancy fees and salaries associated with cost related to revenue.

 

Income Tax Expense.

 

No income tax expense incurred for the nine months ended September 30, 2021, and 2020, respectively.

 

Going Concern Uncertainties

 

Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders. Our sources of capital may include the sale of equity securities, which include common stock sold in private transactions, capital leases and short-term and long-term debts. While we believe that we will obtain external financing and the existing shareholders will continue to provide the additional cash to meet our obligations as they become due, there can be no assurance that we will be able to raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed below are adequate to support operations for at least the next 12 months.

 

    Nine Months Ended September 30,  
    2021     2020  
Net cash used in operating activities   $ (45,129 )   $ (433 )
Net cash used in investing activities     (3,493 )      
Net cash provided by financing activities     49,789       865  

 

 

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Net Cash Used In Operating Activities.

 

For the nine months ended September 30, 2021, net cash used in operating activities was $45,129, which consisted primarily of a net loss of $67,561, increase in prepayment and other receivables of $2,829, increase in accrued liabilities and other payables of $44,302 and increase in loans and interest receivable of $19,041.

  

For the nine months ended September 30, 2020, net cash used in operating activities was $433, which mainly consisted primarily of a net loss of $433.

 

Net Cash Used In Investing Activities.

 

For the nine months ended September 30, 2021, net cash used in investing activities was $3,493, which consisted of payment to acquire intangible assets of $3,493.

 

Net Cash Provided By Financing Activities.

 

For the nine months ended September 30, 2021, net cash provided by financing activities was $49,789, which consisted of advance from a director of $49,789.

 

For the nine months ended September 30, 2020, net cash provided by financing activities was $865, which consisted of advance from a director of $865.

 

Off-Balance Sheet Arrangements

 

We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

 

Contractual Obligations and Commercial Commitments

 

We had the following contractual obligations and commercial commitments as of September 30, 2021:

 

Contractual Obligations   Total     Less than 1
Year
    1-3 Years     3-5 Years     More than 5
Years
 
    $     $     $     $     $  
Amount due to director     54,007       54,007                    
Commercial commitments                                        
Bank loan repayment                              
Total obligations     54,007       54,007                    

 

Comparison of the fiscal years ended December 31, 2020 and 2019

  

The following table sets forth certain operational data for the years indicated:

 

    Fiscal Years Ended December 31,  
    2020     2019  
Revenues   $     $  
General and administrative expenses     (865 )     (926 )
Loss from operation     (865 )     (926 )
Other expense, net            
Income tax expense            
Net loss     (865 )     (926 )

 

 

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Revenue.

 

No revenue was generated during twelve months ended December 31, 2019, and 2020.

 

There were no customers exceeding 10% of the Company’s revenue for the years ended December 31, 2020 and 2019.

 

General and Administrative Expenses (“G&A”).

 

 We incurred G&A expenses of $865 and $926 for the twelve months ended December 31, 2019, and 2020, respectively. The expense mainly incurred with administrative expenses.

 

Income Tax Expense.

 

No income tax expense incurred during twelve months ended December 31, 2019, and 2020.

 

Liquidity and Capital Resources

 

    2020     2019  
Net cash used in operating activities   $ (807 )   $ (926 )
Net cash used in investing activities            
Net cash provided by financing activities     19       565  

  

Net Cash Used In Operating Activities.

 

For the twelve months ended December 31, 2020, net cash used in operating activities was $807, which consisted primarily of a net loss of $865, increase in prepayment and other receivables of $6 and increase in accrued liabilities and other payables of $64.

 

For the twelve months ended December 31, 2019, net cash used in operating activities was $926, which consisted primarily of a net loss of $926.

 

Net Cash Used In Investing Activities.

 

No investing activities incurred for the twelve months ended December 31, 2020 and 2019.

 

Net Cash Used In Financing Activities.

 

For the twelve months ended December 31, 2020, net cash provided by financing activities was $19, which consisted of advance from a director of $19.

 

For the twelve months ended December 31, 2019, net cash provided by financing activities was $565, which consisted of advance from a director of $565.

 

Off-Balance Sheet Arrangements

 

We are not party to any off-balance sheet transactions. We have no guarantees or obligations other than those which arise out of normal business operations.

 

 

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Contractual Obligations and Commercial Commitments

 

We had the following contractual obligations and commercial commitments as of December 31, 2020:

 

Contractual Obligations   Total     Less than 1
Year
    1-3 Years     3-5 Years     More than 5
Years
 
    $     $     $     $     $  
Amounts due to related parties     4,218       4,218                    
Commercial commitments                                        
Bank loan repayment                              
Total obligations     4,218       4,218                    

 

Critical Accounting Policies and Estimates.

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management's subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We believe the following accounting policies are critical in the preparation of our financial statements.

 

· Use of estimates and assumptions

 

In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates.

 

· Basis of consolidation

 

The consolidated financial statements include the accounts of BONZ and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

 

· Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

· Intangible asset

 

Intangible asset represents the trademark, which is stated at cost less accumulated amortization, if any. Amortization is calculated on the straight-line basis over the expected useful lives of 10 years, from the date on which they become fully operational and after taking into account their estimated residual values:

 

 

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· Impairment of long-lived assets

 

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment and intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

 

· Revenue recognition

 

The Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its consolidated financial statements.

 

Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

 

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

identify the contract with a customer;
identify the performance obligations in the contract;
determine the transaction price;
allocate the transaction price to performance obligations in the contract; and
recognize revenue as the performance obligation is satisfied.

 

· Income taxes

 

The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

 

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· Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations.

 

The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintains its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which the operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

 

· Comprehensive income

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

 

· Segment reporting

 

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in the consolidated financial statements.

 

· Retirement plan costs

 

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided.

 

 

  32  

 

 

· Related parties

 

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

 

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

· Commitments and contingencies

 

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

 

  33  

 

 

· Fair value of financial instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

 

Level 1   Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
Level 2   Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
Level 3   Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments.

 

Recently Issued Accounting Pronouncements

 

In September 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326)” (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses. In November 2018, the FASB issued ASU 2018-19, which makes certain improvements to Topic 326. In April and May 2019, the FASB issued ASUs 2019-04 and 2019-05, respectively, which adds codification improvements and transition relief for Topic 326. In November 2019, the FASB issued ASU 2019-10, which delays the effective date of Topic 326 for Smaller Reporting Companies to interim and annual periods beginning after December 15, 2022, with early adoption permitted. In November 2019, the FASB issued ASU 2019-11, which makes improvements to certain areas of Topic 326. In February 2020, the FASB issued ASU 2020-02, which adds an SEC paragraph, pursuant to the issuance of SEC Staff Accounting Bulletin No. 119, to Topic 326. Topic 326 is effective for the Company for fiscal years and interim reporting periods within those years beginning after December 15, 2022. Early adoption is permitted for interim and annual periods beginning December 15, 2019. The Company is currently evaluating the potential impact of adopting this guidance on the consolidated financial statements.

 

On January 1, 2020, the Company adopted ASU No. 2017-04, “Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the requirement to calculate the implied fair value of goodwill, but rather requires an entity to record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. Adoption of this ASU did not have a material effect on the condensed consolidated financial statements.

 

On January 1, 2020, the Company adopted ASU No. 2018-13, “Fair Value Measurements (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement”. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820. Adoption of this ASU did not have a material effect on the condensed consolidated financial statements.

 

 

 

  34  

 

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

Item 3. Properties.

 

Our corporate and executive office is located at 37th Floor, Singapore Land Tower, 50 Raffles Place, Singapore 048623, telephone number +65 68297017. We are parties to a six month virtual office service agreement which services are provided at a rate of $300 Singapore Dollars per month.

 

Item 4. Security Ownership of Certain Beneficial Owners and Management.

 

The following table sets forth certain information with respect to the beneficial ownership of our common stock, as of October 21, 2021, for: (i) each of our named executive officers; (ii) each of our directors; (iii) all of our current executive officers and directors as a group; and (iv) each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock.

 

Except as indicated in footnotes to this table, we believe that the stockholders named in this table will have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated, the address for each director and executive officer listed is: c/o Bonanza Goldfields Corp., 37th Floor, Singapore Land Tower, 50 Raffles Place, Singapore 048623.

 

    Common Stock Beneficially Owned  
Name and Address of Beneficial Owner   Number of Shares
and Nature of
Beneficial
Ownership
    Percentage of
Total Common
Equity (1)
 
Man Chung CHAN            
Herbert Ying Chiu LEE (2)     1,231,905,946       62.53%  
Tee Soo TAN            
Julian Han Meng SO (3)     100,000,000       5.08%  
All executive officers and directors as a
Group (4 persons)
    1,331,905,946       67.61%  
                 
5% or Greater Stockholders:                
-            

 

(1)   Applicable percentage ownership is based on 1,970,000,000 shares of common stock outstanding as of October 21, 2021, together with securities exercisable or convertible into shares of common stock within 60 days of October 21, 2021. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of October 21, 2021, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

 

(2)   Herbert Ying Chiu Lee, our Director, owns 1,231,905,946 shares of our common stock, 10,000,000 shares of our Series A Preferred Stock, 337,000 shares of our Series B Preferred Stock and 1 share of Series C Preferred Stock.  He is entitled to an additional 129,757,936,504 shares of our common stock in connection with our acquisition of Marvion Holdings Limited.  Each Series of preferred stock has the voting rights, powers, preferences and privileges more fully described in the section entitled “Description of Registrant’s Securities to be Registered.”
     
(3)   Julian Han Meng So, our Director, owns 100,000,000 shares of our common stock.  He is also the Chief Executive Officer of Marvion Private Limited. He is entitled to an additional 8,608,462,003 shares of our common stock in connection with our acquisition of Marvion Holdings Limited.

 

 

 

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Item 5. Directors and Executive Officers.

 

Set forth below are the present directors, director nominees and executive officers of the Company. There are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

 

Name   Age   Position
Chan Man Chung   62   Chief Executive Officer, Chief Financial Officer, Secretary and Director
Lee Ying Chiu Herbert   67   Director
Tan Tee Soo   55   Director
Julian Han Meng So   48   Director

 

Dr. Man Chung Chan, age 62, was appointed to serve as our Chief Executive Officer, Chief Financial Officer, Secretary and a director of the Company on August 26, 2021. He is currently the founding Director and Executive Chairman of the Sustainable Development Institute for the United Nations and has served as the founding director of Institute of Systems Management since 2003. Since 2015 to the present, Mr. Chan has served as Vice President of Marvel Digital Company, a subsidiary of Integrated Media Technology Corporation (IMTE:NASDAQ) and a director of IMTE. Mr. Chan has served as the Chief Executive Officer, Chief Financial Officer, Secretary and Director of Cosmos Group Holdings, Inc. (COSG: OTC PK) since August 13, 2021. Mr. Chan has taught and lectured at the Hong Kong Polytechnic University and New South Wales University, Australia, and published more than 22 articles relating to information systems, knowledge systems, data mining and artificial intelligence and brings to our board his deep experience in these fields. Mr. Chan also engaged in numerous research projects and authored numerous papers relating information and knowledge management systems, pattern recognition, data mining and artificial intelligence for business applications.

 

Mr. Chan received his PHD in Computer Science in 1992 from La Trobe University, Australia and his Bachelor of Arts in Philosophy (Hons) from Chinese University of Hong Kong in 1980.

 

Dr. Herbert Ying Chiu LEE, aged 67, was appointed to serve as our director on August 26, 2021. Dr. Lee is a seasoned businessman with significant experience in the Hong Kong and Chinese digital advertising market sector and technology development. Over the past 17 years, Dr. Lee has extensive working experience in technology management and 3D autostereoscopy. During these years, he has also invested in many technology start-ups and incubated them into successful companies. Dr. Lee currently sits on the Board of Directors of Cosmos Group Holdings, Inc. (COSG: OTC PK). He brings to our Board his deep experience in technology development and digital advertising.

 

Dr. Lee received his Bachelor of Applied Science in civil engineering in 1977 from the University of British Columbia, B.C., Canada. He obtained his training in structural design in Hong Kong after his graduation. In 1982, he became a member of the Institute of Structural Engineers (MIStructE.) and subsequently he obtained his Chartered Engineer title from the Engineering Council of the United Kingdom. In 2004, Dr. Lee finished his Master of Technology Management degree at the Hong Kong University of Science and Technology. In 2011, Dr. Lee had been conferred the degree of Doctor of Engineering from the Hong Kong Polytechnic University. In 2014, Dr. Lee was elected by the Council of the Association to be the Senior Fellowship of Asia College of Knowledge Management. Dr. Lee retired from the Board on May 31, 2019.

 

Mr. Tee Soo TAN, age 55, was appointed to serve as our Director on August 26, 2021. He is currently the Senior Vice President of Brighten Management Limited (Hong Kong), an international licensed underwriting manager and insurance manager providing management services to insurance and insurance related entities. Mr. Tan has also served as a director on the Board of Directors of Cosmos Group Holdings, Inc. since August 13, 2021 (COSG: OTC PK). Prior to this time, Mr. Tan served in the Western Australian Police Force in Perth, Western Australia from December 2016 to June 2000. Mr. Tan received his Bachelor of Commerce in Accounting/ Marketing from Murdoch University in Perth, Western Australia in 1993. Mr. Tan brings to our Board his financial experience and experience in the insurance management industry.

 

Mr. Julian Han Meng So, age 48, was appointed to serve as our Director on October 18, 2021. Mr. So has more than 15 years experience in the finance industry in all of the three Asian financial centers of Hong Kong, Singapore and Tokyo, as well as experience in the private practice of. Law with some of the largest firms in Singapore. Mr. So has currently the Group Chief Executive Officer of Marvel Digital Group Limited and the Interim CEO of Marvion Private Limited. Prior to joining the Marvion group of companies, Mr. So was the Head of Asia Fixed Income at MizuhoSecurities from 2009 to 2010, Vice President at Morgan Stanley from 2007 to 2009, Director at the Royal Bank of Scotland form 2006-2007 and Executive Director at UBS AG from 2001 to 2006. Mr. So practiced finance law in the then largest law firm in Singapore, Allen & Gledhill between (1996-1999), and subsequently joined an international law firm in Hong Kong, Simmons & Simmons (1999-2001), specializing in securitization, derivatives and structured finance. He received his law degree from the National University of Singapore in 1996 and is qualified to practice law in Singapore, Hong Kong and the United Kingdom. Mr. So brings to our board his deep experience in the finance and legal industries.

 

 

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Family Relationships

 

There is no family relationship between any director, executive officer or person nominated to become a director or executive officer.

 

Involvement in Certain Legal Proceedings

 

No executive officer or director is a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

 

No executive officer or director has been involved in the last ten years in any of the following:

 

  · Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 

  · Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

  · Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

 

  · Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

  · Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or

 

  · Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Composition of our Board of Directors

 

Our Bylaws provide that the size of our board of directors may be determined from time to time by resolution of our board of directors or our stockholders. Currently, we have three (3) directors. Our Bylaws may be amended, altered or repealed by our Board of Directors and shareholders holding a majority of our shares.

 

Our Bylaws also provide that our directors may be removed with or without cause if the votes cast to removal him exceeds the votes cast against removal. An election of our directors by our stockholders will be determined by a plurality of the votes cast by the stockholders entitled to vote on the election.

 

Our current and future executive officers and significant employees serve at the discretion of our board of directors. Our board of directors may also choose to form certain committees, such as a compensation and an audit committee.

 

 

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Item 6. Executive Compensation.

 

Compensation Philosophy and Objectives

 

Our executive compensation philosophy is to create a long-term direct relationship between pay and our performance. Our executive compensation program is designed to provide a balanced total compensation package over the executive’s career with us. The compensation program objectives are to attract, motivate and retain the qualified executives that help ensure our future success, to provide incentives for increasing our profits by awarding executives when corporate goals are achieved and to align the interests of executives and long-term stockholders. The compensation package of our named executive officers consists of two main elements:

 

  1. base salary for our executives that is competitive relative to the market, and that reflects individual performance, retention and other relevant considerations; and

 

  2. discretionary bonus awards payable in cash and tied to the satisfaction of corporate objectives.

 

Process for Setting Executive Compensation

 

Until such time as we establish a Compensation Committee, our Board is responsible for developing and overseeing the implementation of our philosophy with respect to the compensation of executives and for monitoring the implementation and results of the compensation philosophy to ensure compensation remains competitive, creates proper incentives to enhance stockholder value and rewards superior performance. We expect to annually review and approve for each named executive officer, and particularly with regard to the Chief Executive Officer, all components of the executive’s compensation. We process and factors (including individual and corporate performance measures and actual performance versus such measures) used by the Chief Executive Officer to recommend such awards. Additionally, we expect to review and approve the base salary, equity-incentive awards (if any) and any other special or supplemental benefits of the named executive officers.

 

The Chief Executive Officer periodically provides the Board with an evaluation of each named executive officer’s performance, based on the individual performance goals and objectives developed by the Chief Executive Officer at the beginning of the year, as well as other factors. The Board provides an evaluation for the Chief Executive Officer. These evaluations serve as the bases for bonus recommendations and changes in the compensation arrangements of our named executives.

 

Our Compensation Peer Group

 

We currently engage in informal market analysis in evaluating our executive compensation arrangements. As the Company and its businesses mature, we may retain compensation consultants that will assist us in developing a formal benchmark and selecting a compensation peer group of companies similar to us in size or business for the purpose of comparing executive compensation levels.

 

Program Components

 

Our executive compensation program consists of the following elements:

  

Base Salary

 

Our base salary structure is designed to encourage internal growth, attract and retain new talent, and reward strong leadership that will sustain our growth and profitability. The base salary for each named executive officer reflects our past and current operating profits, the named executive officer’s individual contribution to our success throughout his career, internal pay equity and informal market data regarding comparable positions within similarly situated companies. In determining and setting base salary, the Board considers all of these factors, though it does not assign specific weights to any factor. The Board generally reviews the base salary for each named executive officer on an annual basis. For each of our named executive officers, we review base salary data internally obtained by the Company for comparable executive positions in similarly situated companies to ensure that the base salary rate for each executive is competitive relative to the market.

 

 

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Discretionary Bonus

 

The objectives of our bonus awards are to encourage and reward our employees, including the named executive officers, who contribute to and participate in our success by their ability, industry, leadership, loyalty or exceptional service and to recruit additional executives who will contribute to that success.

 

Summary Compensation Table

 

The following summary compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended December 31, 2020 and 2019, to (i) our Chief Executive Officer (principal executive officer), (ii) our Chief Financial Officer (principal financial officer), (iii) our three most highly compensated executive officers other than the principal executive officer and the principal financial officer who were serving as executive officers on December 31, 2020, whose total compensation was in excess of $100,000, and (iv) up to two additional individuals who would have been within the two-other-most-highly compensated but were not serving as executive officers on December 31, 2020.

 

SUMMARY COMPENSATION TABLE

 

Name and Principal Position   Year     Salary(1)       Bonus       Stock Awards       Option Awards       Non-Equity Incentive Plan Compensation       Change in Pension Value and Non-qualified Deferred Compensation Earnings       All Other Compensation       Total  
Man Chung   2020                                             $  
CHAN, CEO, CFO, Secretary and Director(2)   2019                                             $  

________________________

(1)   Mr. Chan joined us as our Chief Executive Officer, Secretary and Director on August 26, 2021.

  

Narrative disclosure to Summary Compensation Table

 

Mr. Chan did not receive any compensation for services in his capacity as a director and the sole executive officer of the Company.

 

Equity Awards

 

There are no options, warrants or convertible securities outstanding. At no time during the last fiscal year with respect to any of any of our executive officers was there:

 

  · any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined);

 

  · any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;

 

  · any option or equity grant;

 

 

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  · any non-equity incentive plan award made to a named executive officer;

 

  · any nonqualified deferred compensation plans including nonqualified defined contribution plans; or

 

  · any payment for any item to be included under All Other Compensation in the Summary Compensation Table.

 

Director Compensation

 

None of our directors received any compensation for their service as a director for the year ended December 31, 2020.

 

Compensation Risk Management

 

Our Board of directors and human resources staff conducted an assessment of potential risks that may arise from our compensation programs. Based on this assessment, we concluded that our policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably likely to have material adverse effect on the Company. The assessment included our cash incentive programs, which awards non-executives with cash bonuses for punctuality. Our compensation programs are substantially identical among business units, corporate functions and global locations (with modifications to comply with local regulations as appropriate). The risk-mitigating factors considered in this assessment included:

 

  · the alignment of pay philosophy, peer group companies and compensation amounts relative to local competitive practices to support our business objectives; and

 

  · effective balance of cash, short- and long-term performance periods, caps on performance-based award schedules and financial metrics with individual factors and Board and management discretion.

 

Compensation Committee Interlocks and Insider Participation

 

We do not currently have a compensation committee and, for the year ended December 31, 2020, the compensation, if any, of our executive officers was recommended by our Chief Executive Officer and Chairman and such recommendations were approved by our board of directors. None of our executive officers currently serves as a member of the compensation committee or as a director with compensation duties of any entity that has executive officers serving on our board of directors. None of our executive officers has served in such capacity in the past 12 months.

 

Item 7. Certain Relationships and Related Transactions, and Director Independence.

 

The following is a summary of each transaction or series of similar transactions since the which it was or is a party and that: (i) the amount involved exceeded or exceeds $120,000 or is greater than 1% of our total assets; and (ii) any of our directors or executive officers, any holder of 5% of our capital stock or any member of their immediate family had or will have a direct or indirect material interest.

 

From time to time, Julian Han Meng SO, a director and shareholder of the Company, advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and had no fixed terms of repayment. During the nine months ended September 30, 2021 and 2020, Julian Han Meng SO advanced $49,789 and $865, respectively.

 

During the nine months ended September 30, 2021 and 2020, the Company paid the $50,000 and $0, respective, of management fees to Marvel Digital Group Limited, a related party. Herbert Lee owns all of the issued and outstanding securities of Marvel Digital Group.

 

Prior to Mr. So’s appointment to our Board of Directors, during the nine months ended September 30, 2021 and 2020, the Company paid the $60,967 and $0 consultancy fees to the director, So Han Meng Julian, respectively.

 

During the nine months ended September 30, 2021 and 2020, the Company paid the $79,020 and $0 salaries to the director, So Han Meng Julian, respectively.

 

From time to time, Julian Han Meng So advances funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and had no fixed terms of repayment. During the years ended December 31, 2020 and 2019, Julian Han Meng SO advanced $19 and $565, respectively.

 

 

 

Director Independence

 

Though not a listed company, we intend to adhere to the corporate governance standards adopted by NASDAQ. NASDAQ rules require our Board to make an affirmative determination as to the independence of each director. Consistent with these rules, our Board conducted its annual review of director independence. During the review, our Board considered relationships and transactions since incorporation between each director or any member of her immediate family, on the one hand, and us and our subsidiaries and affiliates, on the other hand. The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent. Based on this review, our Board determined that none of the current members of our Board are independent directors under the criteria established by NASDAQ and by our Board.

  

Item 8. Legal Proceedings.

 

We are not involved in any litigation that we believe could have a material adverse effect on our financial position or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers, threatened against or affecting our company or our officers or directors in their capacities as such.

 

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

 

Market information

 

There is no established public trading market in our common stock, and a regular trading market may not develop, or if developed, may not be sustained. Our securities are quoted on the OTC Markets Pink under the symbol “BONZ”. As of October 21, 2021, the closing bid price was $0.23 per share.

 

    Low     High  
Fiscal 2022            
Quarter ended 9/30/2021   $ 0.0050     $ 0.0353  
Quarter ended 6/30/2021   $ 0.0052     $ 0.0140  
Quarter ended 3/31/2021   $ 0.0032     $ 0.0300  
                 
Fiscal 2021            
Quarter ended 12/31/2020   $ 0.0018     $ 0.0030  
Quarter ended 9/30/2020   $ 0.0022     $ 0.0048  
Quarter ended 6/30/2020   $ 0.0015     $ 0.0024  
Quarter ended 3/31/2020   0.0016     $ 0.0039  
                 
Fiscal 2020                
Quarter ended 12/31/2019   $ 0.0015     $ 0.0036  
Quarter ended 9/30/2019   $ 0.0008     $ 0.0033  
Quarter ended 6/30/2019   $ 0.0007     $ 0.0013  

 

Holders

 

As of October 26, 2021, there were 1,970,000,000 shares of Common Stock outstanding held by approximately 45 record holders.

 

Dividends

 

We have never paid cash dividends on any of our capital stock and currently intend to retain our future earnings, if any, to fund the development and growth of our business. We do not expect to pay any dividends on any of our capital stock in the foreseeable future.

 

 

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Stock Not Registered Under the Securities Act; Rule 144 Eligibility

 

Our Common Stock has not been registered under the Securities Act. Accordingly, the shares of Common Stock issued and outstanding may not be resold absent registration under the Securities Act and applicable state securities laws or an available exemption thereunder.

 

Rule 144

 

Shares of our common stock that are restricted securities will be eligible for resale in compliance with Rule 144 (“Rule 144”) of the Securities Act, subject to the requirements described below. “Restricted Securities,” as defined under Rule 144, were issued and sold by us in reliance on exemptions from the registration requirements of the Securities Act. These shares may be sold in the public market only if registered or if they qualify for an exemption from registration, such as Rule 144. Below is a summary of the requirements for sales of our common stock pursuant to Rule 144, as in effect on the date of this Form 10, after the effectiveness of this Form 10.

 

Affiliates

 

Affiliates will be able to sell their shares under Rule 144 beginning 90 days after the effectiveness of this Form 10, subject to all other requirements of Rule 144. In general, under Rule 144, an affiliate would be entitled to sell within any three-month period a number of shares that does not exceed one percent of the number of shares of our common stock then outstanding. Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

 

Persons who may be deemed to be our affiliates generally include individuals or entities that control, or are controlled by, or are under common control with, us and may include our directors and officers, as well as our significant stockholders.

 

Non-Affiliates

 

For a person who has not been deemed to have been one of our affiliates at any time during the 90 days preceding a sale, sales of our shares of common stock held longer than six months, but less than one year, will be subject only to the current public information requirement and can be sold under Rule 144 beginning 90 days after the effectiveness of this Form 10. A person who is not deemed to have been one of our affiliates at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least one year, is entitled to sell the shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144 upon the effectiveness of this Form 10.

 

Item 10. Recent Sales of Unregistered Securities.

 

On August 27, 2021, Ms. Bauman and her affiliated entities sold to Herbert Ying Chiu Lee 11,823,000 shares of the Company’s common stock, 10,000,000 shares of the Company’s Series A Preferred Stock, 337,000 shares of the Company’s Series B Preferred Stock and 1 share of the Company’s Series C Preferred Stock for aggregate consideration of Three Hundred Eighty Thousand Dollars ($380,000). In connection with the sale of Ms. Bauman and her affiliated entities’ securities, Ms. Bauman resigned from all of her positions with the Company and appointed Man Chung CHAN to serve as Chief Executive Officer, Chief Financial Officer, Secretary and Director and Herbert Ying Chiu LEE and Tee Soo TAN as directors of the Company. It is our understanding that the purchaser is not a U.S. Person within the meaning of Regulations S. Accordingly, the shares are being sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, Regulation D and Regulation S promulgated thereunder.

 

On October 18, 2021, we acquired all of the issued and outstanding shares of Marvion Holdings Limited, a British Virgin Islands limited liability company, or Marvion, from Lee Ying Chiu Herbert and So Han Meng Julian, the shareholders of Marvion, in exchange for 139,686,481,453 shares of our issued and outstanding common stock, all in accordance with the terms of that certain Share Exchange Agreement and Confirmation. The Company will issue 1,320,082,946 shares of common stock and will increase the authorized share to issue the remaining 138,366,398,507 shares of its common stock. In connection with the acquisition, So Han Meng Julian was appointed to serve as the Chief Executive Officer of Marvion Private Limited and a director of the Company. The Company relied on the exemption from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Act in selling the Company’s securities to the shareholders of Marvion. The foregoing descriptions of the Share Exchange Agreement and the Confirmation are not complete and are qualified in their entirety by reference to the complete text of the Share Exchange Agreement and Confirmation, which are incorporated herein by reference and attached hereto as Exhibits 10.1 and 10.2.

 

 

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Item 11. Description of Registrant’s Securities to be Registered.  

 

The following description summarizes the material terms of our capital stock as of the date of this registration statement. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of our capital stock, you should refer to our Second Amended and Restated Articles of Incorporation and our Bylaws, and to the provisions of applicable Nevada law.

 

Common Stock

 

We are authorized to issue up to 1,970,000,000 shares of our common stock, par value $0.0001. Each share of common stock entitles the holder to one (1) vote on each matter submitted to a vote of our shareholders, including the election of Directors. There is no cumulative voting. Subject to preferences that may be applicable to any outstanding preferred stock, our Shareholders are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board of Directors. Shareholders have no preemptive, conversion or other subscription rights. There are no redemption or sinking fund provisions related to the common stock. In the event of liquidation, dissolution or winding up of the Company, our Shareholders are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

 

Preferred Stock

 

We are authorized to issue up to 30,000,000 shares of preferred stock, par value $0.0001, issuable in one or more series as may be determined by the Board. Preferred Stock may be issued from time to time in one or more series as determined by the Board of Directors in its sole discretion.

 

Our Board of Directors is authorized to determine or alter any or all of the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of preferred stock and, within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares comprising any such series subsequent to the issue of shares of that series, to set the designation of any series, and to provide for rights and terms of redemption, conversion, dividends, voting rights, and liquidation preferences of the shares of any such series.

 

Series A Convertible Preferred Stock

 

On June 15, 2011, the Board has designated a class of Preferred Stock as the “Series A Convertible Preferred Stock,” par value $0.00001, with 10,000,000 authorized shares. Currently, holders of Series A Convertible Preferred Stock are: (i) not entitled to receive dividends or other distributions and no rights with respect to the liquidation of the Corporation; (ii) entitled to vote on all matters submitted to a vote of the shareholders together with the Common Stock holders with each one share of Series A Convertible Preferred Stock having 100 votes; (iii) not entitled to convert Series A Convertible Preferred Stock into shares of Common Stock unless approved by the Board of Directors.

   

Series B Convertible Preferred Stock

 

Effective March 20, 2017, the Board designated a class of Preferred Stock as the “Series B Convertible Preferred Stock,” par value $0.0001, with 1,000,000 authorized shares. Each one share of Series B Convertible Preferred Stock converts into such amount of shares of common stock of the Corporation determined by dividing the 1 by the average closing sales price of our common stock for the ten trading days immediately prior to the conversion date, at the election of the holder, subject to equitable adjustments. No fractional shares of common stock are issuable upon conversion of the Series B Convertible Preferred Stock, and fractional shares shall be rounded up to the nearest whole common stock. Any conversion must involve a minimum of 1,000 shares of common stock.

 

Voting. Except for voting powers explicitly provided by the Nevada Revised Statutes and certain information and notice rights, holders of Series B Convertible Preferred Stock are generally not allowed to vote on an “as converted” basis on matters submitted to holders of the common stock, or any class thereof.

 

 

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Dividends. Holders of Series B Convertible Preferred Stock are entitled to a cumulative cash dividend equal to:

(.05) X (N/365) X (Face Amount)

 

which may be payable in cash or shares of additional shares of Series B Convertible Preferred Stock.

 

Liquidation. Holders of Series B Convertible Preferred Stock are entitled to receive, out of assets of the corporation available for distribution to shareholders of the Corporation or their assignees, and subject to the rights of any outstanding shares of senior stock and before any amount shall be distributed to the holders of junior stock, a liquidating distribution (the “Liquidation Distribution”) in an amount equal to the greater of (i) an amount equal to 1 divided by the conversion price multiplied by the closing sales price of the common stock on the date of the liquidation event; or (ii) an amount equal to 1 plus 5% of one, less the amount of dividends paid to the holder of the Series B Convertible Preferred Stock during the calendar year in which the liquidation event occurs, which subtracted amount shall not exceed 5% of one. If, upon any Liquidation, the amount payable with respect to the Liquidation Distribution is not paid in full, the Series B Convertible Preferred Stock Holders and any parity stock shall share equally and ratably in any distribution of the Corporation’s assets in proportion to the respective liquidation distributions to which they are entitled.

 

Optional Redemption. The Corporation is entitled to redeem shares of the Series B Convertible Preferred Stock at a price per share equal to 1 plus .05 upon thirty days prior written notice subject to certain terms and conditions.

 

Protective Provisions. So long as shares of Series B Convertible Preferred Stock is outstanding, the Corporation shall not alter or change the rights, preferences or privileges of the Series B Convertible Preferred Stock without first obtaining the written consent of the majority holders of the Series B Convertible Preferred Stock.

 

Series C Convertible Preferred Stock

 

Effective March 14, 2018, the Board designated a class of Preferred Stock as the “Series C Convertible Preferred Stock,” par value $0.001, with 1 authorized share. Each one share of Series C Convertible Preferred Stock converts into 9.99% of the outstanding shares of common stock less the number of shares of common stock held by the holder; provided that any such optional conversion must involve the conversion of all of the holder’s shares of Series C Convertible Preferred Stock. No fractional shares of common stock are issuable upon conversion of the Series B Convertible Preferred Stock, and fractional shares shall be rounded up to the nearest whole common stock.

 

Voting. Except for voting powers explicitly provided by the Nevada Revised Statutes and certain information and notice rights, holders of Series C Convertible Preferred Stock are generally not allowed to vote on an “as converted” basis on matters submitted to holders of the common stock, or any class thereof.

 

Dividends. Holders of Series C Convertible Preferred Stock are not entitled to dividends.

 

Liquidation. In the case of distribution of assets upon liquidation, dissolution or winding up of the Corporation, holders of Series C Convertible Preferred Stock shall rank prior to the holders of common stock and junior to holders of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock.

 

Optional Redemption. The Corporation is not entitled to redeem shares of the Series C Convertible Preferred Stock.

 

Options

 

We have no options to purchase shares of our common stock or any other of our securities outstanding as of the date of this Prospectus.

 

 

  44  

 

 

Warrants

 

We have no warrants to purchase shares of our common stock or any other of our securities outstanding as of the date of this Prospectus.

   

Dividends

 

Dividends, if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of our board of directors. We intend to retain earnings, if any, for use in its business operations and accordingly, the board of directors does not anticipate declaring any dividends in the foreseeable future.

 

Transfer Agent and Registrar

 

Our transfer agent is Transfer Online located at 512 SE Salmon Street, Portland Oregon 97214-3444, 2nd Floor, telephone number is 503-227-2950.

 

Anti-takeover Effects of Our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws

 

Our Restated Articles of Incorporation and Bylaws contain certain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring control of the Company or changing our board of directors and management. According to our bylaws and articles of incorporation, neither the holders of our common stock nor the holders of our preferred stock have cumulative voting rights in the election of our directors.

 

  · No Cumulative Voting. The Nevada Revised Statutes provide that stockholders are not entitled to the right to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our Restated Articles of Incorporation and Bylaws do not provide for cumulative voting. The combination of the present ownership by a few stockholders of a significant portion of our issued and outstanding common stock and lack of cumulative voting makes it more difficult for other stockholders to replace our board of directors or for a third party to obtain control of the Company by replacing its board of directors.
  · Issuance of “Blank Check” Preferred Stock. Our board of directors has the authority, without further action by the stockholders, to issue up to 30,000,000 shares of “blank check” preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock enables our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or otherwise;
  · Bylaws Amendments Without Stockholder Approval. Our Restated Articles provide our directors with the power to adopt, amend or repeal our bylaws without stockholder approval;
  · Broad Indemnity. We are permitted to indemnify directors and officers against losses that they may incur in investigations and legal proceedings resulting from their services to us, which may include services in connection with takeover defense measures. This provision may make it more difficult to remove directors and officers and delay a change in control of our management.

 

Anti-takeover Effects of Nevada Law

 

Business Combinations

 

The “business combination” provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS, generally prohibit a Nevada corporation with at least 200 stockholders from engaging in various “combination” transactions with any interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status; and extends beyond the expiration of the three-year period, unless:

 

 

  45  

 

 

  · the transaction was approved by the board of directors prior to the person becoming an interested stockholder or is later approved by a majority of the voting power held by disinterested stockholders, or
  · if the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of common stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher.

 

A “combination” is generally defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, with an “interested stockholder” having: (a) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation, (c) 10% or more of the earning power or net income of the corporation, and (d) certain other transactions with an interested stockholder or an affiliate or associate of an interested stockholder.

 

In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) 10% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

 

Because we have less than 200 shareholders of record, these “business combination” provisions do not currently apply to us. Our Restated Articles of Incorporation state that we have elected not to be governed by the “business combination” provisions.

 

Control Share Acquisitions

 

The “control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations,” which are Nevada corporations with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and which conduct business directly or indirectly in Nevada. The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Generally, once an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become “control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right.

 

These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters’ rights.

 

The effect of the Nevada control share statutes is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights in the control shares as are conferred by a resolution of the disinterested stockholders at an annual or special meeting. The Nevada control share law, if applicable, could have the effect of discouraging takeovers of our company.

 

A corporation may elect to not be governed by, or “opt out” of, the control share provisions by making an election in its articles of incorporation or bylaws, provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a controlling interest, that is, crossing any of the three thresholds described above. Our Restated Articles of Incorporation state that we have elected not to be governed by the “control share” provisions. 

 

 

  46  

 

 

Item 12. Indemnification of Directors and Officers.

 

Subsection 7 of Section 78.138 of the Nevada Revised Statutes (the "Nevada Law") provides that, subject to certain very limited statutory exceptions, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer, unless it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach of those duties involved intentional misconduct, fraud or a knowing violation of law. The statutory standard of liability established by Section 78.138 controls even if there is a provision in the corporation's articles of incorporation unless a provision in the Company's Articles of Incorporation provides for greater individual liability.

 

Subsection 1 of Section 78.7502 of the Nevada Law empowers a corporation to indemnify 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, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she 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, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (any such person, a "Covered Person"), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Covered Person in connection with such action, suit or proceeding if the Covered Person is not liable pursuant to Section 78.138 of the Nevada Law or the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceedings, had no reasonable cause to believe the Covered Person's conduct was unlawful.

 

Subsection 2 of Section 78.7502 of the Nevada Law empowers a corporation to indemnify any Covered 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 such person acted in the capacity of a Covered Person against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by the Covered Person in connection with the defense or settlement of such action or suit, if the Covered Person is not liable pursuant to Section 78.138 of the Nevada Law or the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the Company. However, no indemnification may be made in respect of any claim, issue or matter as to which the Covered Person shall have been adjudged by a court of competent jurisdiction (after exhaustion of all appeals) to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances the Covered Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

  

Section 78.7502 of the Nevada Law further provides that to the extent a Covered Person has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in Subsection 1 or 2, as described above, or in the defense of any claim, issue or matter therein, the corporation shall indemnify the Covered Person against expenses (including attorneys' fees) actually and reasonably incurred by the Covered Person in connection with the defense.

 

Subsection 1 of Section 78.751 of the Nevada Law provides that any discretionary indemnification pursuant to Section 78.7502 of the Nevada Law, unless ordered by a court or advanced pursuant to Subsection 2 of Section 78.751, may be made by a corporation only as authorized in the specific case upon a determination that indemnification of the Covered Person is proper in the circumstances. Such determination must be made (a) by the stockholders, (b) by the board of directors of the corporation by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, (c) if a majority vote of a quorum of such non-party directors so orders, by independent legal counsel in a written opinion, or (d) by independent legal counsel in a written opinion if a quorum of such non-party directors cannot be obtained.

 

Subsection 2 of Section 78.751 of the Nevada Law provides that a corporation's articles of incorporation or bylaws or an agreement made by the corporation may require the corporation to pay as incurred and in advance of the final disposition of a criminal or civil action, suit or proceeding, the expenses of officers and directors in defending such action, suit or proceeding upon receipt by the corporation of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Subsection 2 of Section 78.751 further provides that its provisions do not affect any rights to advancement of expenses to which corporate personnel other than officers and directors may be entitled under contract or otherwise by law.

 

 

  47  

 

 

Subsection 3 of Section 78.751 of the Nevada Law provides that indemnification pursuant to Section 78.7502 of the Nevada Law and advancement of expenses authorized in or ordered by a court pursuant to Section 78.751 does not exclude any other rights to which the Covered Person may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his or her official capacity or in another capacity while holding his or her office. However, indemnification, unless ordered by a court pursuant to Section 78.7502 or for the advancement of expenses under Subsection 2 of Section 78.751 of the Nevada Law, may not be made to or on behalf of any director or officer of the corporation if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and were material to the cause of action. Additionally, the scope of such indemnification and advancement of expenses shall continue for a Covered Person who has ceased to be a director, officer, employee or agent of the corporation, and shall inure to the benefit of his or her heirs, successors, assigns, executors, and legal representatives.

 

Section 78.752 of the Nevada Law empowers a corporation to purchase and maintain insurance or make other financial arrangements on behalf of a Covered Person for any liability asserted against such person and liabilities and expenses incurred by such person in his or her capacity as a Covered Person or arising out of such person's status as a Covered Person whether or not the corporation has the authority to indemnify such person against such liability and expenses.

 

Our Restated Articles of Incorporation provide that the liability of our directors and officers shall be eliminated or limited to the fullest extent permitted by Nevada Law. In addition, our Restated Articles of Incorporation and our Bylaws also provide that we will indemnify our directors and may indemnify our other officers and employees and other agents to the fullest extent permitted by law. Our Restated Articles of Incorporation and Bylaws provide that the expenses of directors and officers of the Company incurred in defending any action, suit or proceeding, whether civil, criminal, administrative or investigative, must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the Company.

 

This limitation of liability does not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

 

Item 13. Financial Statements and Supplementary Data.

 

The information required by this item may be found beginning on page F-1 of this Form 10.

 

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

None

 

Item 15. Financial Statements and Exhibits

 

  (a) Financial Statements.

 

The following financial statements are filed as part of this registration statement:

 

  (b) Exhibits.

 

Exhibit No.   Description
     
3.1   Restated Articles of Incorporation*
3.2   Bylaws*
4.1   Specimen certificate evidencing shares of Common Stock*
10.1   Share Exchange Agreement Version 2021001 posted and available for public on 15 October, 2021 on http://www.coinllectibles.art/*
10.2   Confirmation dated October 15, 2021 by and among Lee Ying Chiu Herbert, So Han Meng Julian and Bonanza Goldfields Corp.*
21   Subsidiaries*

 

* Filed herewith

 

 

  48  

 

 

 

INDEX TO FINANCIAL STATEMENTS

 

BONANZA GOLDFIELDS CORP.

 

 

 

Unaudited Condensed Consolidated Financial Statements  
For the three and nine months ended September 30, 2021 and 2020  
  Page
   
Condensed Consolidated Balance Sheets F-1
   
Condensed Consolidated Statements of Operations and Comprehensive Loss F-2
   
Condensed Consolidated Statements of Cash Flows F-3
   
Condensed Consolidated Statements of Changes in Stockholders’ Deficit F-4 – F-5
   
Notes to Condensed Consolidated Financial Statements F-6 – F-16

 

 

 

Audited Consolidated Financial Statements  
For the years ended December 31, 2020 and 2019  
  Page
   
Report of Independent Registered Public Accounting Firm F-17
   
Consolidated Balance Sheets F-18
   
Consolidated Statements of Operations and Comprehensive Loss F-19
   
Consolidated Statements of Cash Flows F-20
   
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) F-21
   
Notes to Consolidated Financial Statements F-22 – F-31

 

 

     

 

 

BONANZA GOLDFIELDS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2021 AND DECEMBER 31, 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

    September 30, 2021     December 31, 2020  
    (Unaudited)     (Audited)  
ASSETS                
Current asset:                
Loans and interest receivable   $ 19,041     $  
Prepayment and other receivables     4,119       1,290  
Cash and cash equivalents     2,647       1,360  
                 
Total current assets     25,807       2,650  
                 
Non-current asset:                
Intangible asset     3,493        
                 
TOTAL ASSETS   $ 29,300     $ 2,650  
                 
LIABILTIES AND STOCKHOLDERS’ DEFICIT                
Current liabilities:                
Accrued liabilities and other payables   $ 44,366     $ 64  
Amount due to a director     54,007       4,218  
                 
Total current liabilities     98,373       4,282  
                 
TOTAL LIABILITIES     98,373       4,282  
                 
Commitments and contingencies            
                 
STOCKHOLDERS’ DEFICIT                
Preferred Stock, Series A, par value $0.0001, 10,000,000 share authorized, 10,000,000 shares issued and outstanding at September 30, 2021 and December 31, 2020     1,000       1,000  
Preferred Stock, Series B, par value $0.0001, 1,000,000 share authorized, 361,999 and 361,999 shares issued and outstanding at September 30, 2021 and December 31, 2020     36       36  
Preferred Stock, Series C, par value $0.0001, 1 share authorized, 1 and 1 shares issued and outstanding at September 30, 2021 and December 31, 2020     1       1  
Common stock, par value $0.0001, 1,970,000,000 shares authorized, 1,970,000,000 and 1,970,000,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively     197,000       197,000  
Common stock to be issued     13,836,639       13,836,639  
Accumulated other comprehensive income (loss)     104       (16 )
Accumulated deficit     (14,103,853 )     (14,036,292 )
                 
Stockholders’ deficit     (69,073 )     (1,632 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT   $ 29,300     $ 2,650  

 

See accompanying notes to condensed consolidated financial statements.

 

  F-1  

 

 

BONANZA GOLDFIELDS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

 

    Three months ended September 30,     Nine months ended September 30,  
    2021     2020     2021     2020  
                         
Revenue, net   $ 13,677     $     $ 177,017     $  
                                 
Operating expenses:                                
General and administrative expenses     (88,602 )     (52 )     (244,578 )     (433 )
Total operating expenses     (88,602 )     (52 )     (244,578 )     (433 )
                                 
LOSS BEFORE INCOME TAXES     (74,925 )     (52 )     (67,561 )     (433 )
                                 
Income tax expense                        
                                 
NET LOSS     (74,925 )     (52 )     (67,561 )     (433 )
                                 
Other comprehensive loss:                                
Foreign currency adjustment loss     120             120       (4 )
                                 
COMPREHENSIVE LOSS     (74,805 )     (52 )   $ (67,441 )   $ (437 )
                                 
Net loss per share – Basic and Diluted   $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )
                                 
Weighted average common shares outstanding                                
   Basic     1,970,000,000       1,320,082,946       1,970,000,000       1,320,082,946  
   Diluted     1,970,000,000       1,320,082,946       1,970,000,000       1,320,082,946  

 

 

See accompanying notes to condensed consolidated financial statements.

 

  F-2  

 

 

BONANZA GOLDFIELDS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

 

    Nine months ended September 30,  
    2021     2020  
             
Cash flows from operating activities:                
Net loss   $ (67,561 )   $ (433 )
                 
Change in operating assets and liabilities:                
Prepayment and other receivables     (2,829 )      
Accrued liabilities and other payables     44,302        
Loans and interest receivable     (19,041 )      
Net cash used in operating activities     (45,129 )     (433 )
                 
Cash flows from investing activities:                
Payment to acquire intangible assets     (3,493 )      
                 
Net cash used in investing activities     (3,493 )      
                 
Cash flows from financing activities:                
Advance from a director     49,789       865  
                 
Net cash provided by financing activities     49,789       865  
                 
Foreign currency translation adjustment     120       1  
                 
Net change in cash and cash equivalents     1,167       433  
                 
BEGINNING OF PERIOD     1,360       2,151  
                 
END OF PERIOD   $ 2,647     $ 2,584  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                
Cash paid for income taxes   $     $  
Cash paid for interest   $     $  

 

 

See accompanying notes to condensed consolidated financial statements.

 

  F-3  

 

 

BONANZA GOLDFIELDS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

    Nine Months Ended September 30, 2021  
                                        Accum-              
                                        ulated           Total  
                                        other           Stock-  
    Preferred Stock     Common stock     Common stock to be issued     Compre-     Accum-     holders  
    No. of           No. of           No. of           hensive     ulated     (deficit)  
    shares     Amount     shares     Amount     shares     Amount     loss     deficit     equity  
Balance as of January 1, 2020 (restated)         $       1,320,082,946     $ 132,009       138,366,398,507     $ 13,836,639     $ (13 )   $ (13,969,399 )   $ (764 )
Foreign currency translation adjustment                                         (4 )           (4 )
Net loss for the period                                               (433 )     (433 )
                                                                         
Balance as of September 30, 2020         $       1,320,082,946     $ 132,009       138,366,398,507     $ 13,836,639     $ (17 )   $ (13,969,832 )   $ (1,201 )
                                                                         
                                                                         
Balance as of January 1, 2021     10,362,000     $ 1,037       1,970,000,000     $ 197,000       138,366,398,507     $ 13,836,639     $ (16 )   $ (14,036,292 )   $ (1,632 )
                                                                         
Foreign currency translation adjustment                                         120             120  
Net loss for the period                                               (67,561 )     (67,561 )
                                                                         
Balance as of September 30, 2021     10,362,000     $ 1,037       1,970,000,000     $ 197,000       138,366,398,507     $ 13,836,639       104     $ (14,103,853 )   $ (69,073 )

 

 

  F-4  

 

 

 

    Three Months Ended September 30, 2021  
                                        Accum-              
                                        ulated           Total  
                                        other           Stock-  
    Preferred Stock     Common stock     Common stock to be issued     Compre-     Accum-     holders  
    No. of           No. of           No. of           hensive     ulated     (deficit)  
    shares     Amount     shares     Amount     shares     Amount     loss     deficit     equity  
Balance as of July 1, 2020 (restated)         $       1,320,082,946     $ 132,009       138,366,398,507     $ 13,836,639     $ (17 )   $ (13,969,780 )   $ (1,149 )
                                                                         
Net loss for the period                                               (52 )     (52 )
                                                                         
Balance as of September 30, 2020         $       1,320,082,946     $ 132,009       138,366,398,507     $ 13,836,639     $ (17 )     (13,969,832 )     (1,201 )
                                                                         
                                                                         
Balance as of July 1, 2021     10,362,000     $ 1,037       1,970,000,000     $ 197,000       138,366,398,507     $ 13,836,639     $ (16 )   $ (14,028,928 )   $ 5,732  
                                                                         
Foreign currency translation adjustment                                         120             120  
Net loss for the period                                               (74,925 )     (74,925 )
                                                                         
Balance as of September 30, 2021     10,362,000     $ 1,037       1,970,000,000     $ 197,000       138,366,398,507     $ 13,836,639     $ 104     $ (14,103,853 )   $ (69,073 )

 

 

See accompanying notes to condensed consolidated financial statements.

 

  F-5  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

1.       DESCRIPTION OF BUSINESS AND ORGANIZATION

 

Bonanza Goldfields Corp. (the “Company”) was incorporated in the State of Nevada on March 6, 2008. Currently, the Company through its subsidiaries, are principally engaged in the provision of financing, business development solutions & related professional services in Hong Kong.

 

On August 27, 2021, Mr. LEE Ying Chiu Herbert purchased a controlling interest in the Company, resulting in a change of control. On August 26, 2021, Mr. LEE Ying Chiu Herbert was appointed to serve as director of the Company.

 

On October 18, 2021, the Company consummated the Share Exchange Transaction among Marvion Holdings Limited (“MHL”) and its shareholders. The Company acquired all of the issued and outstanding shares of MHL from its shareholders, in exchange for 139,686,481,453 shares of the issued and outstanding common stock. Upon completion of the Share Exchange Transaction, MHL became a 100% owned subsidiary of the Company.

 

Prior to the Share Exchange, the Company was considered as a shell company due to its nominal assets and limited operation. The transaction will be treated as a recapitalization of the Company.

 

The Share Exchange between the Company and MHL on October 18, 2021, is a merger of entities under common control that Mr. LEE Ying Chiu Herbert is the common director and shareholder of both the Company and MHL. Under the guidance in ASC 805 for transactions between entities under common control, the assets, liabilities and results of operations, are recognized at their carrying amounts on the date of the Share Exchange, which required retrospective combination of the Company and MHL for all periods presented.

 

Description of subsidiaries

 

Name  

Place of incorporation

and kind of

legal entity

 

Principal activities

and place of operation

 

Particulars of registered/paid

up share capital

 

Effective interest

held

                 
Marvion Holdings Limited   British Virgin Islands   Investment holding   50,000 ordinary shares at par value of US$1   100%
                 
Marvion Private Limited   Singapore   Corporate management and IT development in Singapore   1,000 ordinary shares at par value of S$1   100%
                 
Marvion Group Limited   British Virgin Islands   Procurement of media and entertainment in Singapore   50,000 ordinary shares at par value of US$1   100%
                 
Marvion (Hong Kong) Limited   Hong Kong   Corporate management in Hong Kong   1,000 ordinary shares for HK$1,000   100%
                 
Typerwise Limited   Hong Kong   Provision of financing, business development solutions & related professional services   10,000 ordinary shares for HK$10,000   100%

 

The Company and its subsidiaries are hereinafter referred to as (the “Company”).

 

 

  F-6  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

 

l Basis of presentation

 

These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

l Use of estimates and assumptions

 

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates.

 

l Basis of consolidation

 

The condensed consolidated financial statements include the accounts of BONZ and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

 

l Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

l Intangible asset

 

Intangible asset represents the trademark, which is stated at cost less accumulated amortization, if any. Amortization is calculated on the straight-line basis over the expected useful lives of 10 years, from the date on which they become fully operational and after taking into account their estimated residual values:

 

l Impairment of long-lived assets

 

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment and intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the periods presented.

 

l Revenue recognition

 

The Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its condensed consolidated financial statements.

 

 

  F-7  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

 

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

identify the contract with a customer;
identify the performance obligations in the contract;
determine the transaction price;
allocate the transaction price to performance obligations in the contract; and
recognize revenue as the performance obligation is satisfied.

 

l Income taxes

 

The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

l Uncertain tax positions

 

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the nine months ended September 30, 2021 and 2020.

 

l Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statement of operations.

 

The reporting currency of the Company is United States Dollar ("US$") and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintains its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

 

 

  F-8  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

Translation of amounts from HKD into US$ has been made at the following exchange rates for the periods ended September 30, 2021 and 2020:

 

    September 30, 2021   September 30, 2020
Period-end HKD:US$ exchange rate   0.1284   0.1290
Average HKD:US$ exchange rate   0.1288   0.1289
Period-end SGD:US$ exchange rate   0.7355   0.7312
Average SGD:US$ exchange rate   0.7469   0.7192

 

l Comprehensive income

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

 

l Segment reporting

 

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in condensed consolidated financial statements. For the three and nine months ended September 30, 2021 and 2020, the Company operates in one reportable operating segment in Hong Kong.

 

l Retirement plan costs

 

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided.

 

l Related parties

 

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

 

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

 

 

  F-9  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

l Commitments and contingencies

 

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

l Fair value of financial instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

 

 

  F-10  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

Level 1   Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
Level 2   Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
Level 3   Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments.

 

l Recent accounting pronouncements

 

In September 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326)” (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses. In November 2018, the FASB issued ASU 2018-19, which makes certain improvements to Topic 326. In April and May 2019, the FASB issued ASUs 2019-04 and 2019-05, respectively, which adds codification improvements and transition relief for Topic 326. In November 2019, the FASB issued ASU 2019-10, which delays the effective date of Topic 326 for Smaller Reporting Companies to interim and annual periods beginning after December 15, 2022, with early adoption permitted. In November 2019, the FASB issued ASU 2019-11, which makes improvements to certain areas of Topic 326. In February 2020, the FASB issued ASU 2020-02, which adds an SEC paragraph, pursuant to the issuance of SEC Staff Accounting Bulletin No. 119, to Topic 326. Topic 326 is effective for the Company for fiscal years and interim reporting periods within those years beginning after December 15, 2022. Early adoption is permitted for interim and annual periods beginning December 15, 2019. The Company is currently evaluating the potential impact of adopting this guidance on the consolidated financial statements.

 

On January 1, 2020, the Company adopted ASU No. 2017-04, “Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the requirement to calculate the implied fair value of goodwill, but rather requires an entity to record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. Adoption of this ASU did not have a material effect on the condensed consolidated financial statements.

 

On January 1, 2020, the Company adopted ASU No. 2018-13, “Fair Value Measurements (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement”. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820. Adoption of this ASU did not have a material effect on the condensed consolidated financial statements.

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

3       GOING CONCERN UNCERTAINTIES

 

The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

 

  F-11  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

The Company has incurred a continuous loss of $14,103,853 as of September 30, 2021. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business.

 

The continuation of the Company as a going concern through September 30, 2022 is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

 

4.       AMOUNT DUE TO A DIRECTOR

 

As of September 30, 2021 and December 31, 2020, the amount due to a related party represented the temporary advances from the Company’s director, which was unsecured, interest-free with no fixed repayment term. Imputed interest on this amount is considered insignificant.

 

5.       STOCKHOLDERS’ DEFICIT

 

Preferred stock

 

As of September 30, 2021 and December 31, 2020, the Company’s authorized shares were 30,000,000 shares of preferred stock, with a par value of $0.0001.

 

The Company has designated 10,000,000 shares of its preferred stock as Series A Preferred Stock.

 

The Company has designated 1,000,000 shares of its preferred stock as Series B Preferred Stock.

 

The Company has designated 1 share of its preferred stock as Series C Preferred Stock.

 

As of September 30, 2021 and December 31, 2020, the Company had 10,000,000 and 10,000,000 shares of Series A Preferred Stock issued and outstanding, respectively.

 

As of September 30, 2021 and December 31, 2020, the Company had 361,999 and 361,999 shares of Series B Preferred Stock issued and outstanding, respectively.

 

As of September 30, 2021 and December 31, 2020, the Company had 1 and 1 share of Series C Preferred Stock issued and outstanding, respectively.

 

Common stock

 

As of September 30, 2021 and December 31, 2020, the Company’s authorized shares were 1,970,000,000 shares of common stock, with a par value of $0.0001.

 

As of September 30, 2021 and December 31, 2020, the Company had 1,970,000,000 and 1,970,000,000 shares of common stock issued and outstanding, respectively.

 

Subsequently, on October 18, 2021, the Company consummated the Share Exchange Transaction among Marvion Holdings Limited (“MHL”) and its shareholders. The Company acquired all of the issued and outstanding shares of MHL from its shareholders, in exchange for 139,686,481,453 shares of the issued and outstanding common stock. Upon completion of the Share Exchange Transaction, MHL became a 100% owned subsidiary of the Company. The Company will issue 1,320,082,946 shares of common stock and will increase the authorized share to issue the remaining 138,366,398,507 shares of its common stock.

 

 

 

  F-12  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

6. INCOME TAX

 

The provision for income taxes consisted of the following:

 

      Nine months ended September 30,  
      2021       2020  
                 
Current tax   $     $  
Deferred tax            
                 
Income tax expense   $     $  

 

The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company mainly operates in Hong Kong that is subject to taxes in the jurisdictions in which they operate, as follows:

 

United States of America

 

BONZ is registered in the State of Nevada and is subject to the tax laws of United States of America.

 

BVI

 

Under the current BVI law, the Company is not subject to tax on income.

 

Singapore

 

The Company’s subsidiary is registered in the Republic of Singapore and is subject to the tax laws of Singapore.

 

As of September 30, 2021, the operation in the Singapore incurred $6,052 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards has no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $968 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

Hong Kong

 

The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current period, after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the nine months ended September 30, 2021 and 2020 is as follows:

 

    Nine months ended September 30,  
    2021     2020  
             
Loss before income taxes   $ (49,064 )   $ (433 )
Statutory income tax rate     16.5%       16.5%  
Income tax expense at statutory rate     (8,307 )     (71 )
Valuation allowance not recognized as deferred tax     8,096       71  
Income tax expense   $     $  

 

As of September 30, 2021, the operations in incurred $51,964 of cumulative net operating losses which can be carried forward to offset future taxable income. There is no expiry in net operating loss carryforwards under Hong Kong tax regime. The Company has provided for a full valuation allowance against the deferred tax assets of $8,574 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

  F-13  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

The following table sets forth the significant components of the deferred tax assets of the Company as of September 30, 2021 and December 31, 2020:

  

    September 30, 2021     December 31, 2020  
             
Deferred tax assets:              
Net operating loss carryforwards – Hong Kong tax regime (overseas)   $ 8,574      $ 479   
Net operating loss carryforwards – Singapore tax regime (overseas)     986        
      9,560       479  
Less: valuation allowance     (9,560 )     (479 )
Deferred tax assets, net   $     $  

 

7.       RELATED PARTY TRANSACTIONS

 

From time to time, the director of the Company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and had no fixed terms of repayment.

 

During the nine months ended September 30, 2021 and 2020, the Company paid the $50,000 and $0 management fee to the related party, respectively.

 

During the nine months ended September 30, 2021 and 2020, the Company paid the $60,967 and $0 consultancy fees to the director, So Han Meng Julian, respectively.

 

During the nine months ended September 30, 2021 and 2020, the Company paid the $79,020 and $0 of compensation to the director, So Han Meng Julian, respectively.

 

Apart from the transactions and balances detailed elsewhere in these accompanying condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.

 

8.       CONCENTRATIONS OF RISK

 

The Company is exposed to the following concentrations of risk:

 

(a)       Major customers

 

For the three months ended September 30, 2021 and 2020, the customers who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at year-end dates, are presented as follows:

 

    Three months ended September 30, 2021     September 30, 2021  

 

Customer

  Revenues     Percentage
of revenues
    Accounts
receivable
 
                   
Customer A   $ 13,256       100%     $  
Customer B                  
                         
    $ 13,256       100%     $  

 

 

  F-14  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

For the nine months ended September 30, 2021 and 2020, the customers who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at year-end dates, are presented as follows:

 

    Nine months ended September 30, 2021     September 30, 2021  

 

Customer

  Revenues     Percentage
of revenues
    Accounts
receivable
 
                   
Customer A   $ 101,026       57%     $  
Customer B     75,315       43%        
                         
    $ 176,341       100%     $  

 

For the three and nine months ended September 30, 2020, there were no customers.

 

(b) Economic and political risk

 

The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.

 

(c) Exchange rate risk

 

The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

 

(d) Risk from COVID-19 pandemic

 

The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities in Hong Kong in a limited period during 2020. Due to the nature of the Company’s business, the impact of the closure on the operational capabilities was not significant. The extent to which the COVID-19 outbreak impacts the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity and mutation of the virus and the actions to contain its impact, that are beyond the Company’s control. There is no guarantee that the Company’s revenues will grow or remain at a similar level in the foreseeable period.

 

9.       COMMITMENTS AND CONTINGENCIES

 

As of September 30, 2021, the Company has no material commitments or contingencies.

 

10.       SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2021, up through the date the Company issued the unaudited condensed consolidated financial statements. The Company had the following material recognizable subsequent events:

 

 

  F-15  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

On August 27, 2021, Mr. LEE Ying Chiu Herbert purchased a controlling interest in the Company, resulting in a change of control. On August 26, 2021, Mr. LEE Ying Chiu Herbert and Mr. Tee Soo TAN were appointed to serve as directors of the Company  and Mr. CHAN Man Chung was appointed to serve as the Chief Executive Officer and a director of the Company.

 

On October 18, 2021, the Company consummated the Share Exchange Transaction among Marvion Holdings Limited (“MHL”) and its shareholders. The Company acquired all of the issued and outstanding shares of MHL from its shareholders, in exchange for 139,686,481,453 shares of the issued and outstanding common stock. Upon completion of the Share Exchange Transaction, MHL became a 100% owned subsidiary of the Company.

 

  F-16  

 

 

 

J&S ASSOCIATE (AF002380)

(Registered with US PCAOB and Malaysia MIA)

UNIT B2-2-3,SOLARIS DUTAMAS 1,

JALAN DUTAMAS 1,

50480, Kuala Lumpur, Malaysia.

 

Tel : 03-62053622

Fax : 03-62053623

Email : info@jns-associate.com

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board of Director and Stockholder of

BONANZA GOLDFIELDS CORP.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Bonanza Goldfields Corp. and its subsidiaries (the ‘Company’) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for the years ended December 31, 2020 and 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years ended December 31, 2020 and 2019, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ J&S Associate

 

October 26, 2021

 

We have served as the Company’s auditor since 2021.

 

Kuala Lumpur, Malaysia

 

  F-17  

 

 

BONANZA GOLDFIELDS CORP.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2020 AND 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

    As of December 31,  
    2020     2019  
ASSETS            
Current asset:                
Prepayment and other receivables   $ 1,290     $ 1,284  
Cash and cash equivalents     1,360       2,151  
                 
Total current assets     2,650       3,435  
                 
TOTAL ASSETS   $ 2,650     $ 3,435  
                 
LIABILTIES AND STOCKHOLDERS’ DEFICIT                
Current liabilities:                
Accrued liabilities and other payables   $ 64     $  
Amount due to a director     4,218       4,199  
                 
Total current liabilities     4,282       4,199  
                 
TOTAL LIABILITIES     4,282       4,199  
                 
Commitments and contingencies            
                 
STOCKHOLDERS’ DEFICIT                
Preferred Stock, Series A, par value $0.0001, 10,000,000 share authorized, 10,000,000 and 0 shares issued and outstanding at December 31, 2020 and 2019     1,000        
Preferred Stock, Series B, par value $0.0001, 1,000,000 share authorized, 361,999 and 0 shares issued and outstanding at December 31, 2020 and 2019     36        
Preferred Stock, Series C, par value $0.0001, 1 share authorized, 1 and 0 shares issued and outstanding at December 31, 2020 and 2019     1        
Common stock, par value $0.0001, 1,970,000,000 shares authorized, 1,970,000,000 and 1,320,082,946 shares issued and outstanding at December 31, 2020 and 2019, respectively     197,000       132,009  
Common stock to be issued     13,836,639       13,836,639  
Accumulated other comprehensive loss     (16 )     (13 )
Accumulated deficit     (14,036,292 )     (13,969,399 )
                 
Stockholders’ deficit     (1,632 )     (764 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT   $ 2,650     $ 3,435  

 

 

See accompanying notes to consolidated financial statements.

 

  F-18  

 

 

BONANZA GOLDFIELDS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Currency expressed in United States Dollars (“US$”))

 

    Years ended December 31,  
    2020     2019  
             
Revenue, net   $     $  
                 
Operating expenses:                
General and administrative expenses     (865 )     (926 )
Total operating expenses     (865 )     (926 )
                 
LOSS BEFORE INCOME TAXES     (865 )     (926 )
                 
Income tax expense            
                 
NET LOSS     (865 )     (926 )
                 
Other comprehensive loss:                
Foreign currency adjustment loss     (3 )     (6 )
                 
COMPREHENSIVE LOSS   $ (868 )   $ (932 )
                 
Net loss per share – Basic and Diluted   $ (0.00 )   $ (0.00 )
                 
Weighted average common shares outstanding                
   Basic     1,970,000,000       1,320,082,946  
   Diluted     1,970,000,000       1,320,082,946  

 

  

 

See accompanying notes to consolidated financial statements.

 

  F-19  

 

 

BONANZA GOLDFIELDS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Currency expressed in United States Dollars (“US$”))

 

    Years ended December 31,  
    2020     2019  
             
Cash flows from operating activities:                
Net loss   $ (865 )   $ (926 )
                 
Change in operating assets and liabilities:                
Prepayment and other receivables     (6 )      
Accrued liabilities and other payables     64        
 Net cash used in operating activities     (807 )     (926 )
                 
Cash flows from financing activities:                
Advance to a director     19       565  
 Net cash provided by financing activities     19       565  
                 
Foreign currency translation adjustment     (3 )     (6 )
                 
Net change in cash and cash equivalents     (791 )     (367 )
                 
BEGINNING OF YEAR     2,151       2,518  
                 
END OF YEAR   $ 1,360     $ 2,151  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                
Cash paid for income taxes   $     $  
Cash paid for interest   $     $  

 

 

See accompanying notes to consolidated financial statements.

 

  F-20  

 

 

BONANZA GOLDFIELDS CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

  

                                                Accum-              
                                                ulated           Total  
                                                other           Stock-  
    Preferred Stock     Common stock     Common stock to be issued       Additional     Compre-     Accum-     holders  
    No. of           No. of           No. of             paid-in     hensive     ulated     (deficit)  
    shares     Amount     shares     Amount     shares     Amount       capital     loss     deficit     equity  
                                                             
Balance as of January 1, 2019 (restated)         $       1,320,082,946     $ 132,009       138,366,398,507     $ 13,836,639     $     $ (7 )   $ (13,968,473 )   $ 168  
Foreign currency translation adjustment                                               (6 )           (6 )
Net loss for the year                                                     (926 )     (926 )
                                                                                 
Balance as of December 31, 2019         $       1,320,082,946     $ 132,009       138,366,398,507     $ 13,836,639     $     $ (13 )   $ (13,969,399 )   $ (764 )
                                                                                 
                                                                                 
Balance as of January 1, 2020         $       1,320,082,946     $ 132,009       138,366,398,507     $ 13,836,639     $     $ (13 )   $ (13,969,399 )   $ (764 )
                                                                                 
Shares issued for acquisition of legal acquirer     10,362,000       1,037       649,917,054       64,991                   (6,931,898 )           6,865,870        
Recapitalization of legal acquirer                                         6,931,898             (6,931,898 )      
Foreign currency translation adjustment                                               (3 )           (3 )
Net loss for the year                                                     (865 )     (865 )
                                                                                 
Balance as of December 31, 2020     10,362,000     $ 1,037       1,970,000,000     $ 197,000       138,366,398,507     $ 13,836,639     $     $ (16 )   $ (14,036,292 )   $ (1,632 )

 

 

See accompanying notes to consolidated financial statements.

 

  F-21  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

1.       DESCRIPTION OF BUSINESS AND ORGANIZATION

 

Bonanza Goldfields Corp. (the “Company”) was incorporated in the State of Nevada on March 6, 2008. Currently, the Company through its subsidiaries, are principally engaged in the provision of marketing and corporate strategies services in Hong Kong.

 

On August 27, 2021, Mr. LEE Ying Chiu Herbert purchased a controlling interest in the Company, resulting in a change of control. On August 26, 2021, Mr. LEE Ying Chiu Herbert and Mr. Tee Soo TAN were appointed to serve as directors of the Company  and Mr. CHAN Man Chung was appointed to serve as the Chief Executive Officer and a director of the Company.

 

On October 18, 2021, the Company consummated the Share Exchange Transaction among Marvion Holdings Limited (“MHL”) and its shareholders. The Company acquired all of the issued and outstanding shares of MHL from its shareholders, in exchange for 139,686,481,453 shares of the issued and outstanding common stock. Upon completion of the Share Exchange Transaction, MHL became a 100% owned subsidiary of the Company.

 

Prior to the Share Exchange, the Company was considered as a shell company due to its nominal assets and limited operation. The transaction will be treated as a recapitalization of the Company.

 

The Share Exchange between the Company and MHL on October 18, 2021, is a merger of entities under common control that Mr. LEE Ying Chiu Herbert is the common director and shareholder of both the Company and MHL. Under the guidance in ASC 805 for transactions between entities under common control, the assets, liabilities and results of operations, are recognized at their carrying amounts on the date of the Share Exchange, which required retrospective combination of the Company and MHL for all periods presented.

 

Description of subsidiaries

 

Name  

Place of incorporation

and kind of

legal entity

 

Principal activities

and place of operation

 

Particulars of registered/paid

up share capital

 

Effective interest

held

                 
Marvion Holdings Limited #   British Virgin Islands   Investment holding   50,000 ordinary shares at par value of US$1   100%
                 
Marvion Private Limited #   Singapore   Corporate management and IT development in Singapore   1,000 ordinary shares at par value of S$1   100%
                 
Marvion Group Limited #   British Virgin Islands   Procurement of media and entertainment in Singapore   50,000 ordinary shares at par value of US$1   100%
                 
Marvion (Hong Kong) Limited #   Hong Kong   Corporate management in Hong Kong   1,000 ordinary shares for HK$1,000   100%
                 
Typerwise Limited   Hong Kong   Provision of financing, business development solutions & related professional services   10,000 ordinary shares for HK$10,000   100%

 

The Company and its subsidiaries are hereinafter referred to as (the “Company”).

 

# these subsidiaries are formed after December 31, 2020.

 

 

  F-22  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

 

l Basis of presentation

 

These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

l Use of estimates and assumptions

 

In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates.

 

l Basis of consolidation

 

The consolidated financial statements include the accounts of BONZ and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

 

l Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

l Revenue recognition

 

The Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its consolidated financial statements.

 

Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

 

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

identify the contract with a customer;
identify the performance obligations in the contract;
determine the transaction price;
allocate the transaction price to performance obligations in the contract; and
recognize revenue as the performance obligation is satisfied.

 

 

  F-23  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

l Income taxes

 

The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

l Uncertain tax positions

 

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the years ended December 31, 2020 and 2019.

 

l Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations.

 

The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintains its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

 

Translation of amounts from HKD into US$ has been made at the following exchange rates for the years ended December 31, 2020 and 2019:

 

    December 31, 2020   December 31, 2019
Year-end HKD:US$ exchange rate   0.1290   0.1284
Annualized average HKD:US$ exchange rate   0.1289   0.1276

 

 

  F-24  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

l Comprehensive income

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

 

l Segment reporting

 

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in consolidated financial statements. For the years ended December 31, 2020 and 2019, the Company operates in one reportable operating segment in Hong Kong.

 

l Retirement plan costs

 

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided.

 

l Related parties

 

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

 

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

l Commitments and contingencies

 

 

  F-25  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

l Fair value of financial instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

 

Level 1   Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
Level 2   Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
Level 3   Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

 

  F-26  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments.

 

l Recent accounting pronouncements

 

In September 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326)” (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses. In November 2018, the FASB issued ASU 2018-19, which makes certain improvements to Topic 326. In April and May 2019, the FASB issued ASUs 2019-04 and 2019-05, respectively, which adds codification improvements and transition relief for Topic 326. In November 2019, the FASB issued ASU 2019-10, which delays the effective date of Topic 326 for Smaller Reporting Companies to interim and annual periods beginning after December 15, 2022, with early adoption permitted. In November 2019, the FASB issued ASU 2019-11, which makes improvements to certain areas of Topic 326. In February 2020, the FASB issued ASU 2020-02, which adds an SEC paragraph, pursuant to the issuance of SEC Staff Accounting Bulletin No. 119, to Topic 326. Topic 326 is effective for the Company for fiscal years and interim reporting periods within those years beginning after December 15, 2022. Early adoption is permitted for interim and annual periods beginning December 15, 2019. The Company is currently evaluating the potential impact of adopting this guidance on the consolidated financial statements.

 

On January 1, 2020, the Company adopted ASU No. 2017-04, “Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the requirement to calculate the implied fair value of goodwill, but rather requires an entity to record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. Adoption of this ASU did not have a material effect on the consolidated financial statements.

 

On January 1, 2020, the Company adopted ASU No. 2018-13, “Fair Value Measurements (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement”. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820. Adoption of this ASU did not have a material effect on the consolidated financial statements.

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

3.       GOING CONCERN UNCERTAINTIES

 

The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

The Company has a working capital deficit of $1,632 as at December 31, 2020. The Company incurred the accumulated deficit of $14,036,292 as at December 31, 2020. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business.

 

The continuation of the Company as a going concern through December 31, 2021 is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

 

 

  F-27  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

4.       AMOUNT DUE TO A RELATED DIRECTOR

 

As of December 31, 2020, the amount due to a director  represented the temporary advances from the Company’s director, which was unsecured, interest-free with no fixed repayment term. Imputed interest on this amount is considered insignificant.

 

5.       STOCKHOLDERS’ DEFICIT

 

Preferred stock

 

As of December 31, 2020 and 2019, the Company’s authorized shares were 30,000,000 shares of preferred stock, with a par value of $0.0001.

 

The Company has designated 10,000,000 shares of its preferred stock as Series A Preferred Stock.

 

The Company has designated 1,000,000 shares of its preferred stock as Series B Preferred Stock.

 

The Company has designated 1 share of its preferred stock as Series C Preferred Stock.

 

As of December 31, 2020 and 2019, the Company had 10,000,000 and 0 shares of Series A Preferred Stock issued and outstanding, respectively.

 

As of December 31, 2020 and 2019, the Company had 361,999 and 0 shares of Series B Preferred Stock issued and outstanding, respectively.

 

As of December 31, 2020 and 2019, the Company had 1 and 0 share of Series C Preferred Stock issued and outstanding, respectively.

 

Common stock

 

As of December 31, 2020 and 2019, the Company’s authorized shares were 1,970,000,000 shares of common stock, with a par value of $0.0001.

 

As of December 31, 2020 and 2019, the Company had 649,917,054 and 649,917,054 shares of common stock issued and outstanding, respectively.

 

Subsequently, on October 18, 2021, the Company consummated the Share Exchange Transaction among Marvion Holdings Limited (“MHL”) and its shareholders. The Company acquired all of the issued and outstanding shares of MHL from its shareholders, in exchange for 139,686,481,453 shares of the issued and outstanding common stock. Upon completion of the Share Exchange Transaction, MHL became a 100% owned subsidiary of the Company. The Company will issue 1,320,082,946 shares of common stock and will increase the authorized share to issue the remaining 138,366,398,507 shares of its common stock.

 

6. INCOME TAX

 

The provision for income taxes consisted of the following:

 

      Years ended December 31,  
      2020       2019  
                 
Current tax   $     $  
Deferred tax            
                 
Income tax expense   $     $  

 

 

  F-28  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company mainly operates in Hong Kong that is subject to taxes in the jurisdictions in which they operate, as follows:

 

United States of America

 

BONZ is registered in the State of Nevada and is subject to the tax laws of United States of America.

 

BVI

 

Under the current BVI law, the Company is not subject to tax on income.

 

Hong Kong

 

The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2020 and 2019 is as follows:

 

    Years ended December 31,  
    2020     2019  
             
Loss before income taxes   $ (865 )   $ (926 )
Statutory income tax rate     16.5%       16.5%  
Income tax expense at statutory rate     (143 )     (153 )
Valuation allowance not recognized as deferred tax     143       153  
Income tax expense   $     $  

 

As of December 31, 2020, the operations in Hong Kong incurred $2,900 of cumulative net operating losses which can be carried forward to offset future taxable income. There is no expiry in net operating loss carryforwards under Hong Kong tax regime. The Company has provided for a full valuation allowance against the deferred tax assets of $479 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

The following table sets forth the significant components of the deferred tax assets of the Company as of December 31, 2020 and 2019:

  

    As of December 31,  
    2020     2019  
             
Deferred tax assets:              
Net operating loss carryforwards – Hong Kong tax regime (overseas)   $ 479     $ 336  
Less: valuation allowance     (479 )     (336 )
Deferred tax assets, net   $     $  

 

 

 

  F-29  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

7.       RELATED PARTY TRANSACTIONS

 

From time to time, the director of the Company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and had no fixed terms of repayment.

 

Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented.

 

8.       CONCENTRATIONS OF RISK

 

The Company is exposed to the following concentrations of risk:

 

(a)       Major customers

 

There are no customers for the years ended December 31, 2020 and 2019.

 

(b) Economic and political risk

 

The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.

 

(c) Exchange rate risk

 

The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

 

(d) Risk from COVID-19 pandemic

 

The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities in Hong Kong in a limited period during 2020. Due to the nature of the Company’s business, the impact of the closure on the operational capabilities was not significant. The extent to which the COVID-19 outbreak impacts the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity and mutation of the virus and the actions to contain its impact, that are beyond the Company’s control. There is no guarantee that the Company’s revenues will grow or remain at a similar level in the foreseeable period.

 

9.       COMMITMENTS AND CONTINGENCIES

 

As of December 31, 2020, the Company has no material commitments or contingencies.

 

 

  F-30  

 

 

BONANZA GOLDFIELDS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

10.       SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2020, up through the date the Company issued the audited consolidated financial statements. The Company had the following material recognizable subsequent events:

 

On August 27, 2021, Mr. LEE Ying Chiu Herbert purchased a controlling interest in the Company, resulting in a change of control. On August 26, 2021, Mr. LEE Ying Chiu Herbert and Mr. Tee Soo TAN were appointed to serve as directors of the Company and Mr. CHAN Man Chung was appointed to serve as Chief Executive Officer and a director of the Company.

 

On October 18, 2021, the Company consummated the Share Exchange Transaction among Marvion Holdings Limited (“MHL”) and its shareholders. The Company acquired all of the issued and outstanding shares of MHL from its shareholders, in exchange for 139,686,481,453 shares of the issued and outstanding common stock. Upon completion of the Share Exchange Transaction, MHL became a 100% owned subsidiary of the Company.

 

 

  F-31  

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Bonanza Goldfields Corp.
     
  By: /s/ Man Chung CHAN
    Man Chung CHAN
    Title: Chief Executive Officer
     
    October 26, 2021

 

 

 

 

     

 

 

 

Exhibit 3.1

 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20211343679 Annual List - 03/30/2021 2 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov www.nvsilverflume.gov Annual or Amended List and State Business License Application ANNUAL AMENDED (check one) List of Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers: BONANZA GOLDFIELDS CORP. NV20081298721 NAME OF ENTITY Entity or Nevada Business Identification Number (NVID) TYPE OR PRINT ONLY - USE DARK INK ONLY - DO NOT HIGHLIGHT IMPORTANT: Read instructions before completing and returning this form. Please indicate the entity type (check only one): Corporation This corporation is publicly traded, the Central Index Key number is: Nonprofit Corporation (see nonprofit sections below) Limited - Liability Company Limited Partnership Limited - Liability Partnership Limited - Liability Limited Partnership Business Trust Corporation Sole Additional Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers, may be listed on a supplemental page. CHECK ONLY IF APPLICABLE Pursuant to NRS Chapter 76, this entity is exempt from the business license fee. 001 - Governmental Entity 006 - NRS 680B.020 Insurance Co, provide license or certificate of authority number For nonprofit entities formed under NRS chapter 80: entities without 501(c) nonprofit designation are required to maintain a state business license, the fee is $200.00. Those claiming an exemption under 501(c) designation must indicate by checking box below. Pursuant to NRS Chapter 76, this entity is a 501(c) nonprofit entity and is exempt from the business license fee. Exemption Code 002 For nonprofit entities formed under NRS Chapter 81: entities which are Unit - owners' association or Religious, Charitable, fraternal or other organization that qualifies as a tax - exempt organization pursuant to 26 U.S.C $ 501(c) are excluded from the requirement to obtain a state business license. Please indicate below if this entity falls under one of these categories by marking the appropriate box. If the entity does not fall under either of these categories please submit $200.00 for the state business license. Unit - owners' Association Religious, charitable, fraternal or other organization that qualifies as a tax - exempt organization pursuant to 26 U.S.C. $501(c) For nonprofit entities formed under NRS Chapter 82 and 80: Charitable Solicitation Information - check applicable box Does the Organization intend to solicit charitable or tax deductible contributions? No - no additional form is required Yes - the "Charitable Solicitation Registration Statement" is required. The Organization claims exemption pursuant to NRS 82A 210 - the "Exemption From Charitable Solicitation Registration Statement" is required **Failure to include the required statement form will result in rejection of the filing and could result in late fees.** page 1 of 2 Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20211343679 Filed On 03/30/2021 09:10:55 AM Number of Pages 2

 
 

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov www.nvsilverflume.gov Annual or Amended List and State Business License Application - Continued Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers: CORPORATION, INDICATE THE PRESIDENT : BARBARA M BAUMAN USA Name Country 6440 SKY POINTE DR STE 140 - 412 LAS VEGAS NE 89131 Address City State Zip/Postal Code CORPORATION, INDICATE THE TREASURER : BARBARA M BAUMAN USA Name Country 6440 SKY POINTE DR STE 140 - 412 LAS VEGAS NE 89131 Address City State Zip/Postal Code CORPORATION, INDICATE THE SECRETARY : BARBARA M BAUMAN USA Name Country 6440 SKY POINTE DR STE 140 - 412 LAS VEGAS NE 89131 Address City State Zip/Postal Code CORPORATION, INDICATE THE DIRECTOR : BARBARA M BAUMAN USA Name Country 6440 SKY POINTE DR STE 140 - 412 LAS VEGAS NE 89131 Address City State Zip/Postal Code None of the officers and directors identified in the list of officers has been identified with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct. I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State. X Barbara Bauman Signature of Officer, Manager, Managing Member, General Partner, Managing Partner, Trustee, Subscriber, Member, Owner of Business, Partner or Authorized Signer FORM WILL BE RETURNED IF UNSIGNED Title President Date 03/30/2021 page 2 of 2

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20200545254 Annual List - 03/17/2020 2 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov www.nvsilverflume.gov Annual or Amended List and State Business License Application ANNUAL AMENDED (check one) List of Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers: BONANZA GOLDFIELDS CORP. NV20081298721 NAME OF ENTITY Entity or Nevada Business Identification Number (NVID) TYPE OR PRINT ONLY - USE DARK INK ONLY - DO NOT HIGHLIGHT IMPORTANT: Read instructions before completing and returning this form. Please indicate the entity type (check only one): Corporation This corporation is publicly traded, the Central Index Key number is: 0001439264 Nonprofit Corporation (see nonprofit sections below) Limited - Liability Company Limited Partnership Limited - Liability Partnership Limited - Liability Limited Partnership Business Trust Corporation Sole Additional Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers, may be listed on a supplemental page. CHECK ONLY IF APPLICABLE Pursuant to NRS Chapter 76, this entity is exempt from the business license fee. 001 - Governmental Entity 006 - NRS 680B.020 Insurance Co, provide license or certificate of authority number For nonprofit entities formed under NRS chapter 80: entities without 501(c) nonprofit designation are required to maintain a state business license, the fee is $200.00. Those claiming an exemption under 501(c) designation must indicate by checking box below. Pursuant to NRS Chapter 76, this entity is a 501(c) nonprofit entity and is exempt from the business license fee. Exemption Code 002 For nonprofit entities formed under NRS Chapter 81: entities which are Unit - owners' association or Religious, Charitable, fraternal or other organization that qualifies as a tax - exempt organization pursuant to 26 U.S.C $ 501(c) are excluded from the requirement to obtain a state business license. Please indicate below if this entity falls under one of these categories by marking the appropriate box. If the entity does not fall under either of these categories please submit $200.00 for the state business license. Unit - owners' Association Religious, charitable, fraternal or other organization that qualifies as a tax - exempt organization pursuant to 26 U.S.C. $501(c) For nonprofit entities formed under NRS Chapter 82 and 80: Charitable Solicitation Information - check applicable box Does the Organization intend to solicit charitable or tax deductible contributions? No - no additional form is required Yes - the "Charitable Solicitation Registration Statement" is required. The Organization claims exemption pursuant to NRS 82A 210 - the "Exemption From Charitable Solicitation Registration Statement" is required **Failure to include the required statement form will result in rejection of the filing and could result in late fees.** page 1 of 2 Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20200545254 Filed On 03/17/2020 06:35:26 AM Number of Pages 2

 
 

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov www.nvsilverflume.gov Annual or Amended List and State Business License Application - Continued Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers: CORPORATION, INDICATE THE PRESIDENT : BARBARA M BAUMAN USA Name Country 6440 SKY POINTE DR STE 140 - 412 LAS VEGAS NE 89131 Address City State Zip/Postal Code CORPORATION, INDICATE THE TREASURER : BARBARA M BAUMAN USA Name Country 6440 SKY POINTE DR STE 140 - 412 LAS VEGAS NE 89131 Address City State Zip/Postal Code CORPORATION, INDICATE THE SECRETARY : BARBARA M BAUMAN USA Name Country 6440 SKY POINTE DR STE 140 - 412 LAS VEGAS NE 89131 Address City State Zip/Postal Code CORPORATION, INDICATE THE DIRECTOR : BARBARA M BAUMAN USA Name Country 6440 SKY POINTE DR STE 140 - 412 LAS VEGAS NE 89131 Address City State Zip/Postal Code None of the officers and directors identified in the list of officers has been identified with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct. I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State. X Frederick C. Bauman Signature of Officer, Manager, Managing Member, General Partner, Managing Partner, Trustee, Subscriber, Member, Owner of Business, Partner or Authorized Signer FORM WILL BE RETURNED IF UNSIGNED Title Officer Date 03/17/2020 page 2 of 2

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20190194740 Articles of Merger - 10/01/2019 4 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 This filing completes the following: Conversion Exchange Merger 1 . Entity Information : (Constituent, Acquired or Merging) Entity Name: COMSTOCK GOLDFIELDS LLC Jurisdiction: Nevada Entity Type*: Domestic Limited - Liability Company (86) If more than one entity being acquired or merging please attach additional page. 2. Entity Information: (Resulting, Acquiring or Surviving) Entity Name: BONANZA GOLDFIELDS CORP. Jurisdiction: Nevada Entity Type*: Domestic Corporation (78) 3. Plan of Conversion, Exchange or Merger: (select one box) The entire plan of conversion, exchange or merger is attached to these articles. The complete executed plan of conversion is on file at the registered office or principal place of business of the resulting entity. The entire plan of exchange or merger is on file at the registered office of the acquiring corporation, limited - liability company or business trust, or at the records office address if a limited partnership, or other place of business of the acquiring entity (NRS 92A.200). The complete executed plan of conversion for the resulting domestic limited partnership is on file at the records office required by NRS 88.330. (Conversion only) 4. Approval: (If more than one entity being acquired or merging please attach additional approval page.) Exchange/Merger: Owner's approval (NRS 92A.200) (options a, b or c must be used for each entity) A. Owner's approval was not required form for the : Acquired/merging Acquiring/surviving B. The plan was approved by the required consent of the owners of: Acquired/merging Acquiring/surviving C. Approval of plan of exchange for Nevada non - profit corporation (NRS 92A.160): Non - profit Corporations only: The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. Acquired/merging Acquiring/survivin g Name of acquired/merging entity BONANZA GOLDFIELDS CORP. Name of acquiring/surviving entity 5. Effective Date and Time: (Optional) Date: Time: (must not be later than 90 days after the certificate is filed) BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov * corporation, limited partnership, limited - liability limited partnership, limited - liability company or business trust. Page 1 of 4 Filed in the Office of Secretary State Of Nevada Business Number E0146042008 - 1 Filing Number 20190194740 Filed On 10/01/2019 07:16:12 AM Number of Pages 4

 
 

Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 This filing completes the following: Conversion Exchange Merger 4. Approval Continue d: (If more than one entity being acquired or merging please attach additional approval page.) Exchange/Merger: Owner's approval (NRS 92A.200) (options a, b or c must be used for each entity) A. Owner's approval was not required form for the : Acquired/merging Acquiring/surviving B. The plan was approved by the required consent of the owners of: Acquired/merging Acquiring/surviving C. Approval of plan of exchange for Nevada non - profit corporation (NRS 92A.160): Non - profit Corporations only: The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. Acquired/merging Acquiring/survivin g Name of acquired/merging entity Name of acquiring/surviving entity 4. Approval Continue d: (If more than one entity being acquired or merging please attach additional approval page.) Exchange/Merger: Owner's approval (NRS 92A.200) (options a, b or c must be used for each entity) A. Owner's approval was not required form for the : Acquired/merging Acquiring/surviving B. The plan was approved by the required consent of the owners of: Acquired/merging Acquiring/surviving C. Approval of plan of exchange for Nevada non - profit corporation (NRS 92A.160): Non - profit Corporations only: The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. Acquired/merging Acquiring/survivin g Name of acquired/merging entity Name of acquiring/surviving entity BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov * corporation, limited partnership, limited - liability limited partnership, limited - liability company or business trust. Page 2 of 4

 
 

Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 6.Forwarding Name Care of: 6440 Sky Pointe Dr., Suite 140 - 149 Address Las Vegas City USA Country NV State 89131 Zip/Postal Code Address for Service of Process: (Conversion and Mergers only, if resulting/surviving entity is foreign) 7. Amendment, if any, to the articles or certificate of the surviving entity. (NRS 92A.200): (Merger only) ** ** Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed. 8 . Declaration : (Exchange and Merger only) Exchange: The undersigned declares that a plan of exchange has been adopted by each constituent entity (NRS 92A.200). Merger: (Select one box) The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200). The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180). 9. Signature Statement: (Required) Conversion: A plan of conversion has been adopted by the constituent entity in compliance with the law the jurisdiction governing the constituent entity. Signatures - must be signed by: 1. If constituent entity is a Nevada entity: an officer of each Nevada corporation; all general partners of each Nevada limited partnership or limited - liability limited partnership; a manager of each Nevada limited - liability company with managers or one member if there are no managers; a trustee of each Nevada business trust; a managing partner of a Nevada limited - liability partnership (a.k.a. general partnership governed by NRS chapter 87). 2. If constituent entity is a foreign entity: must be signed by the constituent entity in the manner provided by the law governing it. Name of constituent entity BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov * corporation, limited partnership, limited - liability limited partnership, limited - liability company or business trust. Page 3 of 4

 
 

Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 9. Signature Statement Continued: (Required) Exchange: Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited - liability limited partnership; A manager of each Nevada limited - liability company with managers or a member if there are no Managers; A trustee of each Nevada business trust (NRS 92A.230) Unless otherwise provided in the certificate of trust or governing instrument of a business trust, an exchange must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the exchange. The articles of exchange must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. Merger: Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited - liability limited partnership; A manager of each Nevada limited - liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230). The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. 10. Signature(s): (Required) If more than one entity being acquired or merging please attach additional page of informaiton and signatures. BONANZA GOLDFIELDS CORP. Name of acquiring/merging entity X Frederick C Bauman Authorized Signer 10/01/2019 Signature(Exchange/Merger) Title Date BONANZA GOLDFIELDS CORP. Name of acquiring/merging entity X Barbara Bauman President 10/01/2019 Signature(Exchange/Merger) Title Date X Signature of Constituent Entity(Conversion) Title Date Please include any required or optional information in space below: (attach additional page(s) if necessary) BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov * corporation, limited partnership, limited - liability limited partnership, limited - liability company or business trust. Page 4 of 4

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20190114487 - 97 Annual List - 03/15/2019 1 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20190114487 - 97 Filed On 03/15/2019 Number of Pages 1

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20180117333 - 89 Certificate of Designation - 03/14/2018 7 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20180117333 - 89 Filed On 03/14/2018 Number of Pages 7

 
 

ATTACHED SHEETS CERTIFICATE OF DES[GNATION, PREFERENCES AND RIGHTS of SERIES C CONVERTIBLE PREFERRED STOCK of BONANZA GOLDFIELDS CORP. (Pursuant lo NRS 78.1955) I. DESIGNATION AND AMOUNT The designation of this series, which consists of l share of Preferred Stock, is the Series C Convertible Preferred Stock (the "Series C Preferred Stock") and the face amount shall be One Dollar ( $ 1 . 00 ) per share (the "Face Amount") . II. CERTAIN DEFI1'1TIONS For purposes of this Certificate of Designation, in addition to the other terms defined herein, the following terms shall have the following meanings·, A. "business day" means any day, other than a Saturday or Sunday or a day on which banking institutions in the State of Nevada are authorized or obliga 1 ed by law, regulation or executive order to close . B. "Conversion Date" means, for any Optional Conversion (as defined in Article IV . A below), the date specified !n the notice of conversion in the form attached hereto (the "Notice of Conversion"), so long as a copy of the Notice of Conversion is faxed (or delivered by other means resulting in notice) to the Corporation before 11 : 59 p . m . , Las Vegas time, on the Conversion Date indicated in the Notice of Conversion ; provided, however, that if the Notice of Conversion is not so faxed or otherwise delivered before such time, then the Conversion Date shall be the date the holder faxes or otherwise delivers the Notice of Conversion to the Corporation . C. "Issuance Date" means the date of the closing under the Share Exchange Agreement by and among the Corporation and the purcha ers named therein (the "Subscription Agreement"), pursuant to which the Corporation issues, and such purchasers acquire, shares of Series C Preferred Stock upan the terms and condition stated therein . D. "Majority Holders" means the holders of a majority of the then out Ulnding hares of Serie C Preferred Stock . III, DIVIDENDS: The Series C Preferred Stock shall bear dividends only to the extent lawfully declared by the Corporation's Board of Directors. IV. CONVERSION A. Conversion at the Option of the Holder . Subject to the limitations on conversiom contained in Article X, each holder of shares of Series C Preferred Stock may, at any time, convert (an "Optional Conversion") each of its shares of Series C Preferred Stock into a number of fully paid and non"assessable shares of Common Stock determined in accordance with the following formula : 9.99 % of the outstanding shacys of common stock (minus) the number of shares of comn,on stock then owned by the holder ; provided. however, that any Optional Conversion must involve the conversion of all of holder's shares of Series C Preferred Stock. 1

 
 

B. Mechanics of Conversion . In order to effect an Optional Conversion, a holder shall· (i) fax (or otherwise deliver) a copy of the fully executed Notice of Conversion to the Corporation (Attention : Secretary) and (ii) surrender or cause to be surrendered the original certificates representing the Series C Preferred Stock being converted (the "Preferred Stock Certificates"), duly endorsed, along with a copy of the Notice of Conversion as soon a practicable thereafter to the Corporation . Upon receipt by the Corporation of a facsimile copy of a ! \ 'otice of Conversion from a holder, the Corporation &hall promptly send, via facsimile, a confirmation to such holder stating that the Notice of Conversion has been received, the date upon which the Corporation expects to deliver the Common Stock issuable upon such conversion and the name and telephone number of a contact person at the Corporation regarding the con version . The Corporation shall not be obligated to issue shares of Common Stock upon a conversion unless either the Preferred Stock Certificates are delivered to the Corporation as provided above, or the holder notifies the Corporation lhat such Preferred Stock Certificates have been lost, stolen or destroyed and delivers the documentation to the Corporation required by Article XI . B hereof . ( i ) Delivery of Common Stock Upon QJ;nverslon . Upon the surrender of Preferred Stock Certificates accompanied by a Notice of Conversion, the Corporation (itself, or through its transfer agent) sha 11 , no later than the later of (a) the second business day following the Conversion Date and (b) the business day following the date of such surrender (or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Article XLB) (the "Delivery Period"), issue and deliver (i . e . , deposit with a nationally recognized overnight courier service postage prepaid) to the holder or its nominee (x) that number of shares of Common Stock issuable upon conversion of such shares of Series C Preferred Stock being converted and (y) a certificate representing the number of shares of Series C Preferred Stock not being converted, if any . Notwithstanding the foregoing, if the Corporation's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend (pursuant to the terms of the Subscription Agreement) and the bolder lhereof is not then required to return such certificate for the placement of a legend thereon (pursuant to the terms of the Subscription Agreement), the Corporation shall cause its transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the holder by crediting the account of the holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer") . If the aforementioned conditions tu a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the holder physical certificates representing the Common Stock issuable upon conversion . Further, a holder may instruct the Corporation to deliver to the holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer . ( ii ) Taxes. The Corporation hall pay any and all taxes that may be imposed upon it with respect to the issuance and delivery of the shares of Common Stock upon the conversion of the Series C Preferred Stock. (iii) No Fractional Shares . If any conversion of Series C Preferred Stock would result in the issuance of a fractional share of Common Stock (aggregating all shares of Series C Preferred Stock being converted pursuant to a given Notice of Conversion), such fractional share shall be payable in cash based upon the ten day average Closing Sales Price of the Common Stock at such time, and the number of shares of Common Stock issuable upon conversion of the Series C Preferred Stock shall be the next lower whole number of shares . If tlie Corporation elects not to, or is unable to, make such a cash payment, the holder shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock . (iv) Conversion Disputes . In the case of any dispute with respect to a conversion, the Corporation shall promptly issue such number of shares of Common Stock in accordance with subparngrapb (i) above as are not disputed . If such dispute involves the calculation of the Conversion Price, and such dispute is not promptly resolved by discussion between the relevant holder and the Corporation, the Corporation shall submit the disputed calculations to an independent outside accountant via facsimile within three business days of receipt of the Notice of Conversion . The accountant, at the Corporation's sole expense, sh . all promptly audit the calculations and notify the Corporation and the holder of the results no later than three business days from the date it receives the disputed calculations . The accountant's calculation shall be deemed conclusive, absent manifest error . The Corporation shal! lhen issue the appropriate number of shares of Common Stock in accordance with subparagraph (i) 11 b 0 ve . 2

 
 

C. No Optional Redemption by the Corporation . The Corporation shall not have the right to redeem shares of the Series C Preferred Stock: VJ . RANK All shares of the Series C Preferred Stock shall rank (i) prior to the Corporation's Common Stock and any class or series of capiUll sto .: k of the Corporation hereafter created (unless, with the consent of the Majority Holders obtained in accordance with Article IX hereof, such class or serles of capital stock specifically, by its terms, ranks enior to or par/ paw, with the Series C Preferred Stock) (collectively with the Conunon Stock, "Junior Securities") ; (ii) pari pass 11 . with any class or series of capital stock of the Corporation hereafter created (with the written consent of the Majority Holders obtained in accordance with Article IX hereof) specifically ranking, by its terms, on parity with the Series C Preferred Stock (the "Pari Pas/iu Securities") ; and (iii) junior to any class or series of capital stock of the Corporation hereafter created (with the Mitten consent of the Majority Holders obtained in accordance with AJ - ticle IX hereof) specifically ranking, by its terms, senior to the Series C Preferred Stock (collectively, the "Senior Securities"), in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary . VII . LIQUIDATION PREFERENCE : None vm . ADJUSTMENTS TO THE CONVERSION PRICE Distributions . If, at any time after lh . e Issuance Date, the Corporation shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a partial liquidating dividend, by way of return of capital or otherwise (including any dividend or distribution to the Corporation's stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i . e . , a spin - off)) (a "Distribution"), then the holders of Series C Preferred Stock shall be entitled, upon any conversion of shares of Series C Preferred Stock after the date of record for determining stockholders entitled to such Distribution (or if no such record is taken, the date on which such Distribution is declared or made), to receive the amount of such assets that would have been payable to the holder with respect to the shares of Common Stock issuable upon such conversion (without giving effect to the limitations contained in Article X) had such holder been the holder of such shares of Common Stock on the record date for the determination of stockholders entitled to such Distribution (or if no such record is taken, the date on which such Distribution is declared or made) . IX . VOTL'l"G RIGHTS The holders of the Series C Preferred Stock shall have no voting power whatsoever, except as otherwise provided by the Nevada Revised Statutes (the "NRS"), in this Article IX . Notwithstanding the above, the Corporation shall provide each holder of Series C Preferred Stock with prior notification of any meeting of the stockholders (and coples of proxy materials and other information sent to stockholders) . Iflhe Corporation takes a record of its stockholders for the purpose of determining stockholders entitled to (i) receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (inducting by way of merger, consolidation or recapitalization) any share of any class or any other securities or property, or to receive any other right, or (ii) to vote in connection with any proposed sale, lease or conveyance of all or substantially aJl of the asset of the Corporation, or any proposed merger, consolidation, liquidation, dissolution or winding up of the Corporation, the Corporation shall mail a notice to each holder of Series C Preferred Stock, at least L'i days prior to the record date specified therein (or 45 days prior to the consummation of the transaction or event, whichever is earlier, but in no event earlier than public announcement of such proposed transaction), of the date on which any such record is to be taken for the purpose of such vote, dividend, distribution, right or other event, and a brief statement regarding the amount and character of such vote, dividend, distribution, right or other event to the extent known at such time . 3

 
 

To the extent that under the NRS the vote of the holders of the Series C Preferred Stock, voting separately as 11 class or series, as applicable, is required to authorize a given action of the Corporation, the affirmative vote or consent of the holders of at least a majority of the then outstanding shares of the Series C Preferred Stock represented at a duly held meeting at which a quorum is present or by written consent of the Majority Holders (except as otherwise may be required under the NRS) shall con titute the approval of such action by the class, To the extent that under the J \ iRS holders of the Series C Preferred Stock are entitled to vote on a matter with holders of Common Stock, voting together as one class, each share of Series C Preferred Stock shall be entitled to a number ofvo(es equal to the number of shares of Common Stock into which 11 is then convertible (subject to the limitations contained in Article X) using the record date for the taking of such vote of stockholders as the date a of which the Conversion Price is calculated . If in connection with any Liquidation Event, the holders of the Series C Preferred Stock are entitled to vote to approve such Liquidation Event as a class, then the holders of such Series C Preferred Stock shall agree to vote their shares in favor of the Liquidation Event, conditioned on the receipt by all holders of Series C Preferred Stock of their respective Liquidation Preference, in foll . X. LIMITATIONS ON CERTAIN CONVERSIONS Ai"./D PAYMENT OF DIVIDENDS The conversion of shares of Series C Preferred Stock and the payment of Dividends in shares of Series C Preferred Stock shall be subject to thefollowing limitations (each of which limitations shall be applied independently): A Restrictions on Conversion and Payment of Dividends in Shares of Series C Preferred Stock . In no event shall the Corporation issue Series C Preferred Stock to any holder of Series C Preferred Stock as payment of any Dividend, and in no event shall a holder of shares of Series C Preferred Stock of the Corporation have the right to convert shares of Series C Preferred Stock into shares of Common Stock to the extent that such payment of Dividend or right to effect such conversion would result in the holder and its affiliates together beneficially owning more than 9 . 99 % of the outstanding shares of Common Stock . For purposes of this Paragraph B, beneficial ownership shall be determined in accordance with Section J 3 (d) of the Exchange Act and Regulation 13 D - G thereunder . The restriction contained in this Paragraph B may not be altered, amended, deleted or changed in any manner whatsoever unless the holders of a majority of the outstanding shares of Common Stock and the Majority Holders shall approve, In writing, Sllch alteration, amendment, deletion (lr change . In the event the Corporation is prohibited from i suing Series C Preferred Stock to any holder of Series C Preferred Stock as payment of any Dividend, it shall pay such Dividend to such holder in cash . Xl. MISCELLANEOUS A CanceUation of Series C Preferred Stock . If any shares of Serie C Preferred Stock are converted pursuant to Article IV, the shares so converted or redeemed shall be canceled, sha!l return to the status of authori 1 ed, but unissued Preferred Stock of no designated series, and shall not be issuable by the Corporation as Series C Preferred Stock . B . Lost or Stolen Certificates . Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(sJ and (ii) (y) in the case of loss, theft or destruction, indemnity (without any bond or other security) reasonably satisfactory to the Corporation, or (z) in the case of mutilation, the Preferred Stock Certificate(s) (Sllrrendered for cancellation), the Corporation shall execute and deliver new Preferred Stock Certificate(s) of like tenor and date at cost to holder . However, the Corporation shall not be obligated to reissue such lost, stolen, destroyed or mutilated Preferred Stock Certificate(s) if the holder contemporaneously requests the Corporation to convert such Serles C Preferred Stock . C. Status as Stockholder . Upon submission of a Notice of Conversion by a holder of Series C Preferred Stock, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would e;,;ceed the Company's authorized shares of Common Stock under its Articles of Incorporation) shall be deemed converted into shares of Common Stock and (ii) the holder's rights as a holder of such converted shares of Series C Preferred Stock shall cease and terminate, excepting only the right to receive certificates for such sh·dres of Common Stock and to any remedies provided herein or otherwi e available at Jaw or in equity to such holder 4

 
 

because of a failure by the Corporation to comply with the terms of this Certificate of Designation. Notwithstanding · the foregoing, if a holder has not received certificates for all shares of Common Stock prior to the sixth business day after the expiration of the Delivery Period with respect to a conversion of Series C Preferred Stock for any reason, then (unless the holder otherwise elects to retain its &tatus as a holder of Common Stock by so notifying the Corporation within five business days after the expiration of such six business day pedod after expiration of the Delivery Period) the holder shall regain the rights of a holder of Series C Preferred Stock with respect to such unconverted shares of Series C Preferred Stock and the Corporation shall, as soon as practicable, return such unconverted hares to the holder . In all cases, the holder shall retain all of its rights and remedies for the Corporation's failure to convert Series C Preferred Stock . D. Remedies Curoulativ . The remedies provided in this Certificate of Designation shall be cumulative and in addition to all other remedies available under this Certificate of Designation, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit a holder's right to pursue actual damage for any failure by the Corporation to comply with the terms of this Certificate of Designation . The Corporation acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holders of Series C Preferred Stock and that the remedy at law for any such breach may be inadequate . The Corporation therefore agrees, in the event of any such breach or threatened breach, that the holders of Series C Preferred Stock shall be entitled, in addition lO all other available remedies, to an injunct \ on restraining any breach, without the necessity of showing economic loss and without any bond or other security being required . E. Waiver . Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the holders of Series C Preferred Stock granted hereunder may be waived as to all hares of Series C Preferred Stock (and the holders thereof) upon the mitten consent of the Majority Holders, unless a higher percentage is required by applicable law, in which case the mitten consent of the holders of not Jess than such higher percentage of shares of Series C Preferred Stock shall be required . F. Notices . Any notices required or pe 1 mitted to be given under the terms hereof shall be sent by certified or registered mail (remm receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall be effective five days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each caseaddressed to a party . The addresses for such communications are (i) if to the Corporation to Bonanza Guldfie!ds Corp . , 6440 Sky Pointe Dr . , Ste 140 - 149 , Las Vegas, NV 89131 , Attention : President, and (ii) if to any holder to the address set forth under such holder's name on the execution page to the Subscription Agreement, or such other address as may be designated in mi ting hereafter, in the same manner, by such person . I WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation this 13 th day of March, 2018 . BONANZA G0LDF1ELD8 CORP. 5

 
 

NOTICE OF CONVERSION (To be Executed by the Registered Holder in order to Convert the Series C Preferred Stock) The undersigned hereby irrevocably elects to convert "Conversion"), represented by Stock Certificate No(s). shares of Series C Preferred Stock (the (the "Preferred Stock Certificates"), into shares of common stock ("Common Stock") of Bonanza Goldfields Corp . (the "Corporation") according to the conditions of the Certificate of Designation, Preference and Rights of Series C Convertible Preferred Stock (the "Certificate of Designation"), as of the date written below . If securities are to be issued in the name of a person other than the undersigned, the undersigned will pay aJJ transfer taxes payable with respect thereto . No fee wiU be charged to the holder for any conversion, except for transfer taxes, if any . Each Preferred Stock Certificate is attached hereto (or evidence of Joss, theft or destruction thereof) . Except as may be provided below, the Corporation shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee (which ls ) with DTC through its Deposit Withdrawal Agent Commission System ('DTC Transfer"). The undersigned acknowledges and agree that all offers and sales by the undersigned of the securities issuable to the undersigned upon conversion of the Series C Preferred Stock have been or will be made only pursuant to an effective registration of the transfer of the Common Stock under the Securities Act of 1933 , as amended (the "Act"), or pursuant to an exemption from registration under the Act . r:, In lieu of receiving the shares of Common Stock issuable pursuant to this Notice of Conversion by way ofDTC Transfer, the undersigned hereby requests that the Corporation issue and deliver to the undersigned physical cenificates reprc . senting such shares of Common Stock, Date of Conversion: Applicable Conversion Price: Signature; Name: -------------- Address: 5

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20180092468 - 60 Annual List - 02/28/2018 1 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20180092468 - 60 Filed On 02/28/2018 Number of Pages 1

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20170532520 - 37 Amended Designation - 12/18/2017 1 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20170532520 - 37 Filed On 12/18/2017 Number of Pages 1

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20170524958 - 43 Amendment - 12/13/2017 1 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20170524958 - 43 Filed On 12/13/2017 Number of Pages 1

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20170119069 - 96 Certificate of Designation - 03/20/2017 13 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20170119069 - 96 Filed On 03/20/2017 Number of Pages 13

 
 

A'ITACHED SHEETS CERTIFICATE 0:F DESIGNATION, PREFERENCES AND RIGHTS of SERIES B CONVERTIBLE PREFERRED STOCK of BONANZA GOLDFIELDS CORP. (Pursuant 10 NRS 78.1955) I. DESIGNATION AND AMOUNT The designation of this series, which consists of 1 , 000 , 000 shares of Preferred Stock . is the Series B Convertible Preferred Stock (the "Series B Preferred Stock") and the face amount shall be One Dollar ( $ 1 . 00 ) per share (the"Face Amount") . II. CERTAIN DEFINmONS For purposes of this Certificate of Designation, in addition to the other terms defined herein, the following terms shall have the following meanings : A "business day" means any day, other than a Saturday or Sunday or a day on which banking institutions in the State of California are authorized or obligated by law, regulation orexecutive order to close. B. [RESERVED] C. "Closing Sales Price" means, for any security as of any date, the last sales price of such security on the principal trading market where such security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Corporation ,and reasonably acceptable to the Majority Holders if Bloomberg Financial Markets is not then reporting closing sales prices of such security) (collectively,"Bloomberg"), or if the foregoing does not apply, the last reported sales price of such security on a national exchange or in theover . the - counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no such price is reported for such security by Bloomberg, the average of the bid prices of all market makers for such security as reported in the ''pink sheets" by the National Quotation Bureau, Inc . , in each case for such date or, if such date was not a trading day for such security, on the next preceding date that was a trading day . If the Dosing Sales Price cannot be calculated for such security as of either of such dates on any of the foregoing bases, the Closing Sales Price of such security on such date shall be the fair market value as reasonably determined by an investment banking firm selected by the Corporation and reasonably acceptable to the Majority Holders, with the costs of such appraisal to be borne by the Corporation . D. "Conversion Date" means, for any Optional Conversion (as defined in Article IV . A below), the date specified in the notice of conversion in the fonn attached hereto (the "Notice of Conversion"), so long as a copy of the Notice of Conversion is faxed (or delivered by other means resulting in notice) to the Corporation before 11 : 59 p . m . , San Francisco time, on the Conversion Date indicated in the Notice of Conversion ; pro, ; ided, however, that if the Notice of Conversion is not so faxed or otherwise deliveted before such time, then the Conversion Date shall be the dale the holder faxes or otherwise delivers the Notice of Conversion to the Corporation . E. "Conversion Price" one hundred percent ( 100 % ) of the average Oosing Sales Price of the Corporation's common stock for the ten trading days immediately prior to the Conversion Date . F. "Default Cure Date" means, as applicable, (i) with respect to a Conversion Default described in clause (i) of Article VI . A, the date the Corporation effects the conversion of the full number of shares of Series B Preferred Stock, (ii) with respect to a Conversion Default dcscnbcd in clause (ii) of Artide VI . A, the date the Corporation issues shares of Common Stock subject to an effective registration statement in satisfaction of all conversions of Series B Preferred Stock in accordance with Article IV, or (iii) with respect to either type of a 1

 
 

Conversion Default, the date on which the Corporation redeems sharesof Series B Preferred Stock held by such holder pursuant to Article VI.A G. "Dividend" means initially an amount equal to (Rate)x(N/ 365 )x(Face Amount), where the "Rate" shall initially be equal to . 05 (subject to adjustment as provided below) and "N" means the number of days from the Dividend Commencement Date (as defined in Article ULA below) or the date that the last payment of the Dividend was made in full, as applicable . H. "Excluded Issuance" means (i) the issuance of Common Stock upon the exercise or co 11 version of any Convertible Securities or Purchase Rights outstanding on the Issuance Date and disclosed in Section 3 (c) of the Disclosure Schedule to the Subscription Agreement in accordance with the terms of such Convertible Securitie . , ; and Purchase Rights as of such date ; (ii) the grant of options to purchase Common Stock, with exercise prices not less than the market priceof the Common Stock on thedateof grant, which are issued to employees, officers, directors or consultants of the Corporation for the primary purpose of soliciting or retaining their employment or service pursuant to an equity compensation plan approved by the Corporation's BoardofDirectors, and the issuance of Common Stock upon the exercise thereof ; (iii) the conversion of the Series B Preferred Stock . (iv) the issuance of securities in connection with a bona fide public offering at an offering price per share (prior to underwriter's commissions and discounts) of not less than the C' . onvcrsion Price that is underwritten by a nationally recognized underwriting firm, or (v) the issuance of securities in connection with an acquisition or a strategic financing with a software company, the primary purpose of which, in the reasonable judgment of the Board of Directors, is not to raise additional capital . I. "Issuance Date" means the date of the closing under the Subscription Agreement by and among the Corporation and the purchasers named therein (the"Sub . scription Agreement"), pursuant to which the Corporation issues, and such purchasers purchase, shares of Series B Preferred Stock upon the terms and conditions stated therein . J. "Majority Holders" means the holders of a majority of the then outstanding shares of Series B Preferred Stock . K. [RESERVED] L. "trading day'' means any day on which the principal United States securities exchange or trading market where the Common Stock is then listed or traded, is open for trading . ID . DIVIDENDS A Dividends on the Series B Preferred Stock shall accrue and shall be cumulative from the date of the first anniversary of the Issuance Date (the"Dividend Commencement Date") . For each outstanding share of Series B Preferred Stock, Dividends shall be payable cumulatively, at the applicable Rate, (a) upon any conversion for each share of Series B Preferred Stock, and (b) within thirty ( 30 ) days following December 31 of each year{each, a "Dividend Payment Date"), commencing on December 31 , 2017 and continuing until such shareis fully converted or fully redeemed, except ttlat if any Dividend Payment Date is not a business day, then such Dividend Payment Date shall be the immediately preceding business day . Payment of the Dividend shall be made at the Corporation's election (subject to the limitations set forth in Article XIV below) (i) in cash, or {ii) if aU of the Required Stock Dividend Conditions (as defined below) are satisfied, in such number of shares of Series B Preferred Stock determined by dividing the amount of the Dividend by the Face Amount . B. The"Required Stock Dividend Conditions" shall consist of the following: (i) a registration statement covering the shares of Common Stock issuable upon converr . ion of the Series B Preferred Stock to be issued as a Dividend shall have been filed by the Corporation and declared effective by the United States Securities and Exchange Conunission, and such registration statement continues to be effective up through and including the date of each such Dividend ; 2

 
 

(ii) all shares of Common Stock issuable upon conversion of the Series B Preferred Stock to be issued as a Dividend are then (a) authorized for issuance, (b) registered under the Securities Act of I 933 , as amended (the "Securities Act"), for resale by the holders and (c) listed or traded on the New York Stock Exchange ("NYSE"), the American Stock Exchange ("AMEX''), the Nasdaq National Market ("NNM"), or the OTCMarkets Market ("SmallCap") (or the successor to any of them) ; (iii) no Redemption Event (as defined in Article VII . A below) shall have occurred without having been cured ; and (iv) all amounts, if any, then accrued or payable under this Gertificate of Designation shall have been paid . IV. CONVERSION A Conversion at the Option of the Holder . Subject to the limitations on conversions contained in Article XIV, each holder of shares of Series B Preferred Stock may, at any time following the first anniversary of the issuance of the shares and from time to time, convert (an "Optional Conversion") each of its shares of Series B Prefetred Stock into a number of fully paid and non - assessable shares of Common Stock determined in accordance with the following formula : Face Amount Conversion Price ; provided, however, that any Optional Conversion must involve the issuance of at least 1 , 000 shares of Common Stock . B. Mechanics of Conversion . 1 n order to effect an Optional Conversion, a holder shall : (i} fax (or otherwise deliver) a copy of the fully executed Notice of Conversion to the Corporation (Attention : Secretary) and (ii) surrender or cause to be surrendered the original certificates representing the Series B Preferred Stock being converted (the "Preferred Stock Certificates"}, duly endorsed, along with a copy of the Notice of Conversion assoon as practicable thereafter to the Corporation . Upon receipt by the Corporation of a facsimile copy of a Notice of Conversion from a holder, the Corporation shall promptly send, via facsimile, a confirmation to such holder stating that the Notice of Conversion has been received, the date upon which the Corpotation expects to deliver the Common Stock issuable upon such conversion and the name and telephone number of a contact person at the Corporation regarding the conversion . The Corporation shall not be obligated lo issue shares of Common Stock upon a conversion unless either the Preferred Stock Certificates are delivered to the Corporation as provided above, or the holder notifies the Corporation that such Preferred Stock Certificates have been lost, stolen or destroyed and delivers the documentation to the Corporation required by Article XV . B hereof . (i) Delivery of Common Stock Upon Copversimh Upon the surrender of Preferred Stock Certificates accompanied by a Notice of Conversion, the Corporation (itself, or through its transfer agent) shall, no later than the later of (a) the second business day following the Conversion Date and (b) the business day following the date of such surrender (or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Article XV . B) (the "Delivery Period"), issue and deliver (i . e . , deposit with a nationally recognized ovemight courier service postage prepaid) to the holder or its nominee (x) that numher of shares of Common Stock issuable upon conversion of such shares of Series B Preferred Stock being converted and (y) a certificate representing the number of shares of Series B Preferred Stock not being converted, if any . Notwithstanding the foregoing, if the Corporation's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend (pursuant to the terms of the Subscription Agreement) and the holder thereof is not then required to return such certificate for the placement of a legend thereon (pursuant to the tenns of the Subscription Agreement), the Corporation shall cause its transfer agent to promptly electronicaliy transmit the Common Stock issuable upon conversion to the holder by crediting the account of the holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer") . If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the holder physical certificates representing the Common Stock issuable upon 3

 
 

conversion. Further, a holder may instruct the Corporation to deliver to the holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer. {ii) T a xes. The Corporation shall pay any and all taxes that may be imposed upon it with respect to the issuance and delivery of the shares of Common Stock upon the conversion of the Series B Preferred Stock. (iii) No Fractional Shares, If any conversion of Series B Preferred Stock would result in the issuance of a fractional share of Common Stock (aggregating all shares of Series B Preferred Stock being converted pursuant to a given Notice of Conversion), such fractional share shall be payable in cash based upon the ten day average Closing Sales Price of the Common Stock at such time, and the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock shall be the next lower whole number of shares . If the Corporation elects not to, or is unable !q, make such a cash payment, the holder shall be entitled to receive . in lieu of the final fraction of a share, one whole Share of Common Stock . (iv) Conversion Dis . pules . In the caseof any dispute with respect to a conversion, the Corporation shall promptly issue such number of shares of Common Stock in accordance with subparagraph (i) above as are t'!Ot disputed If such dispute involves the caJculation of the Conversion Price, and such dispute is not promptly resolved by discussion between the relevant holder and the Corporation, the Corporation shall submit the disputed calculations io an independent outside accountant via facs . imile within three business days of receipt of the Notice of Conversion, The accountant, at the Corporation's sole expense, shall promptly audit the calculations and notify the Corporation and the holder of the results no later than three business days from the date ii receives the disputed calculations . The accountant's calculation shall be deemed conclusive, absent manifest error . The Corporation shall then issue the appropriate number of shares of Common Stock in accordance with subparagraph (i) above . (v) Payment_gf Accrued Amounts . Upon conversion of any shares of Series B Preferred Stock, all amounts then accrued or payable on such shares under this Certificate of Designation (including . without limitation, all Dividends) through and including the Conversion Date shall be paid by the Corporation in cash or, in the case of any Dividend, in the manner described in Article III . C. {RESERVED] D. ( i ) Series B Preferred Stock: Optional Redem ption by the CorporatiQn. The Corporation shall have the following rights to redeem shares of the (a) The Corporation shall have the right at any time prior to conversion to redeem any shares of Series B Preferred Stock not previously converted, at a price per share of Series B Preferred Stock equal to the Face Amount plus an amount equal to (x) the Face Amount multiplied by (y) . 05 . (b) Any redemption by the Corporation (i) shall be in accordance with a redemption schedule included in the Subscription Agreement entered into with respect to the shares that are being redeemed or (i) upon the mutual agreement of the C'.orporation and the shareholder, (ii) Any redemption made by the Corporation pursuant to this Article IV . D (the "Company Redemption") shall be made by providing thirty ( 30 ) days' advance written notice {the "Company Redemption Notice") to the holders of shares of Series B Preferred Stock . (iii) The Corporation may not deliver to a holder a Company Redemption Notice unless on or prior to the date of delivery of such Company Redemption Notice, the Corporation shall have segregated on the book . '! and records of the Corporation an amount of cash sufficient to pay all amounts to which the holders of shares of Series B Preferred Stock are entitled upon such redemption pursuant to Article IV . D(i) . Any Company Redemption Notice delivered shall be irrevocable and shall be accompanied by a statement executed by a duly authorized officer of the Corporation . 4

 
 

(iv) The price per share of Series B Preferred Stock required to be paid by the Corporation pursuant to Article IV . D(i) (the "Company Redemption Amount") shall be paid in cash to the holders whose Series B Preferred Stock is being redeemed within five ( 5 ) business days of the effective date of the Company Redemption (the "Company Redemption Date") ; provided, however, that the Corporation shall not be obligated to deliver any portion of the Company Redemption Amount until either the Preferred Stock Certificates being redeemed are delivered to the office of the Corporation or the holder notifies the Corporation that such certificates have been lost, stolen or destroyed and delivers the appropriate documentation in accordance with Article XV . B hereof . Notwithstandinganything herein to thecontrary, in theevent that the Preferred Stock Certificates representing the shares of Series B Preferred Stock being redeemed are not delivered to the Corporation or the transfer agent or the holder fails to notify the Corporation or the transfer agent that such certificates have been lost, stolen or destroyed and fails to deliver the appropriate documentation in accordance with Article XV . B hereof prior to the fifth business day following the Company Redemption Date, then the redemption of the Series B Preferred Stock pursuant to this Article IV . D shall still be deemed effective as of the Company Redemption Date, but the Company Redemption Amount shall be paid in ca h to the holder whose sharesof Series B Preferred Stock are being redeemed only within five ( 5 ) business days of the date the Preferred Stock Certificates representing such shares are actually delivered to the Corporation or the transfer agent or the holder notifies the Corporation that such Preferred Stock . Certificates have been lost, stolen or destroyed and delivers the documentation to the Corporation required by Article XV . B hereof . (v) Notwithstanding the delivery of a Company Redemption Notice, a holder may conVert some or all of its sharesof Series B Preferred Stock subject to such Company Redemption Notice by the delivery prior to the Company Redemption Date of a Notice of Conversion to the Corporation and otherwise complying with all requirements set forth in Article IV . B . In the event a holder would be precluded from converting any shares of Series B Preferred Stock subject to a Company Redemption Notice due to the limitation contained in Article XIV, the Company Redemption Date, for such holder 1 Jnly, shall automatically be extended by that number of days by which such holder is so precluded ; provided, however, that in no event shall the Company Redemption Date be extended by more than sixty ( 60 ) days . V . (RESERVED] shares of Common Stock issuable upon conversion (including any Dividend payable thereon) of such holder's shares of Series B Preferred Stock . If the Corporation fails to redeem any of such shares within five business days after its receipt of such Redemption Notice, then such bolder shall be entitled to the remedies provided in Article VII . C . VL FAILURE TO SATISFY CONVERSIONS A. Conver sion Defaults. If, at any time, (i) a holder of shares of Series B Preferred Stock submits a Notice of Conversion and the Corporation fails for any reawn to deliver, on or prior to the fifth business day following the expiration of the Delivery Period for such conversion, such number of shares of Common Stock, which shares shall bt subject to an effective registration statement, to which such holder is entitled upon such conversion, or (ii) the Corporation provides written notice to any holder of Series B Preferred Stock (or makes a public announcement via press release) at any time of its intention not to issue sharesof Common Stock, which shares shall be subject to an effective registration statement, upon exercise by any holder of its conversion rights in accordance with the terms of this Certificate of Designation (each of {i) and (ii) being a "Conversion Default"), then the holder may elect, at any time and from time to time prior to the Default Cure Date for such Conversion Default, by delivery of a Redemption Notice to the Corporation, to have all or any portion of such holdt . "r's outstanding share of Series B Preferred Stock redeemed by the Corporation for cash, at an amount per share equal to the Redemption Amount (as defined in Article Vll . B) . If the Corporation fails to redeem any of such shares within five businc . days after its receipt of such Redemption Notice, then such holder shall be entitled to the remedies provided in Article VJI . C . B. Buy - I11. Cure . Unless the Corporation has notified the applicable holder in writing prior to the delivery by such holder of a Notice of Conversion that the Corporation is unable to honor conversions, if (i) (a) the Corporation fails to promptly deliver during the Delivery Period shares of Common Stock to a holder upon a conversion of shares of Series B Preferred Stock or (b) there shall occur a Legend Removal Failure (as defined in Article VII.A(iii) below) and (ii) thereafter, such holder purchases (in an open market transaction or otherwise) shares 5

 
 

of Common Stock to make delivery in satisfaction of a sale by such holder of the unlegended shares of Common Stock (the "Sold Shares") which such holder anticipated receiving upon such conversion (a "Buy·In"), the Corporation sha!J pay such holder, in addition to any other remedies available to the holder, the amount by which (x) such holder's total purchase price (including brokerage commissions, if any) for the unlcgcnded shares of Common Stock so purchased exceeds (y) the net proceeds received by such holder from the sale of the Sold Shares . For example, if a holder purchases unlegended shares of Common Stock having a total purchase price of $ 11 , 000 to cover a Buy . In with respect to shares of Common Stock it sold for $ 10 , 000 , the Corporation will be required to pay the holder $ 1 , 000 . A holder shall provide the Corporation written notification and supporting documentation indicating any amounts payable to such holder pun,uant to this Article VI . B . VIL [RESERVED] VIit RANK All shares of the Series B Preferred Stock shall rank (i) prior to the Corpc ; ,ration's Common Stock and any class or series of capital stock of the Corporation hereafter created (unless, with the consent of the Majority Holden . obtained in accordance with Article XII : hereof, such class or series of capital stock specifically, by its terms, ranks senior to or pari passu with the Series B Preferred Stock)(collectively with the Common Stock, ''Junior Securities") ; (ii) pari passu with any class or series of capital stock of the Corporation hereafter created (with the written consent of the Majority Holders obtained in accordance with Article XII hereof) specifically ranking, by its terms, on parity with the Series B Preferred Stock (the "Ptui Passu Securities") ; and (iii) junior to any class or series of capital stock of the Corporation hereafter created (with the written consent of the Majority Holders obtained in accordance with Article XII hereof) specifically ranking, by its terms, senior to the Series B Preferred Stock (collectively, the "Senior Securities''), in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary . IX . LIQUIDATION PREFERENCE A If the Corporation shall commence a voluntary case under the U . S . Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar Jaw, or consent to the entry of an order for relief in an involuntary case under any law or to the appointment of a receiver, liquidator, assignee, custodian, 1 rustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or if a decree or order for relief in respect of the Corporation shall be entered by a court having jurisdiction in the premises in an involuntary case under the U . S . Federal bankruptcy lawsor any other applicable bankruptcy, insolvency or similar law resulting in the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order shall be unstayed and in effect for a period of 90 consecutive tlays and, on account of any such event, the Corporation shall liquidate, dissolve or wind up, or if the Corporation shall otherwise liquidate, dissolve or wind up (each a"Liquidation Event"), no distribution shall be made to the holders of any shares of capital stock of the Corporation (other than Senior Securities pursuant to the rights, preferences and privileges thereof, if any) upon liquidation, dissolution or winding up unless prior thereto the holders of shares of Series B Preferred Stock shall have received the Liquidation Preference with respect to each share of Series B Preferred Stock . If, upon the occurrence of a Liquidation Event, the assets and funds available for distribution among the holders of the Series B Preferred Stock and holders of Pari Passu Securities . , if any, shall be insufficient to permit the payment to such holders of the preferential amounts payable thereon, then the entire assets and funds of the C . Orporation legally available for distribution 10 the Series B Preferred Stock and the Pari Passu Securities, if any, shall be distributed ratably among such shares in proportion to the ratio that the Llquidation Preference payable on each such share bears to the aggregate Llquidation Preference payable on all such shares . B . The purchase or redemption by the Corporation of stock of any class, in any manner permitted by law, shall not, for the purposes hereof, be regarded as a liquidation, dissolution or winding up of the Corporation . 6

 
 

C. The "L iquidation Preference " with respect to a share of Series B Preferred Stock means the greater of (i) an amount equal to (x) the Face Amount. divided by (y) the Conversion Price, multiplied by (z) the Cosing Sales Price of the Common Stock on the date of the liquidation Event ; or (ii) an amount equal to the Face Amount thereof plus 5 % (five percent) of the Face Amount, less the amount of any Dividends paid to holders - 0 f shares of Series B Preferred Stock during the calendar year in which the Liquidation Event occurs, which subtracted amount shall not exceed 5 % of the Face AtnounL The Liquidation Preference with respect to any Pari Passu Securities, if any, shall be as set forth in the Certificate of Designation filed in respect thereof . [RESERVED] D. X. ADJUSTMENTS TO THE CONVERSION PRICE The Conversion Price shall be subject to adjustment from time to time as follows: A. Stock Splits. Stock Oividends,J tc . If, at any time on or after the Issuance Date, the number of outstanding shares of Common Stock is increased by a stock split, stock dividend, ,combination, reclassification or other similar event, the Conversion Price shall be proportionately reduced, or if the number of outstanding shares of Common Stock is decreased by a reverse stock split, combination, reclassification or other similar event, the Conversion Price shall be proportionately increased . In such event, the Corporation shall notify the Corporation's transfer agent of such change on or before the effective date thereof . B. Merger, Consolidation, Etc . If, at any time after the Issuance Dale, there shall be (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value . or as a result of a - subdivision or combination), (ii) any consolidation or merger of the Corporation with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of the Corporation or (iv) any share exchange or other transaction pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property (each of (i) (iv) above being a "Corporate Change"), then the holders of Series B Preferred Stock shall thereafter have the right to receive upon conversion, in lieu of the shares of Common Stock otherwise issuable, such shares of stock, securities am . l/ot other property as would have been issued or payable in such Corporate Change with respect to or in exchange for the number of shares of Comtnon Stock which would have been issuable upon conversion had such Corporate Change not taken place (without giving effect to the limitations contained in Article XIV), and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the Majority Holders) shall be made with respect to the rights and interests of the holders of the Series D Preferred Stock to the end that the economic value of the shares of Series B Preferred Stock are in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Corporation, an immediate adjustment of the 0 : mversion Price so that the Conversion Price immediately after the Corporate Change reflects the same relative value a, ; compared to the value of the surviving entity's commonstock that existed between the Conversion Price and the value of the Corporation's Common Stock immediately prior to such Corporate Change) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities thereafter deliverable upon the conversion thereof . The Corporation shall not effect any Corporate Change unless (i) each holder of Series B Preferred Stock has received written notice of such transaction at least 30 days prior thereto, but in no event later than 15 days prior to the record dale for the determination of stockholders entitled to vote with respect thereto, (ii) if required by Section 4 (i) of the Subscription Agreement, the consent of the Purchasers (as such term is defined in the Subscription Agreement) shall have been obtained in accordance with such Section 4 (i), and (iii) the resulting successor or acquiring entity (if not the Corporation) assumes by written instrument (in form and substance reasonable satisfactory to the Majority Holders) the obligat,ions of this Certificate of Designation (including, without limitation, the obligation to make payments of Dividend accrued but unpaid through the date of such consolidation, merger or sale and accruing thereafter) . The above provisions and shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of the shares of Series B Preferred Stock outstanding as of the date of such transaction, and shall similarly apply to successive reclassification .. '<, consolidations, mergers, sales, transfers or share exchanges . 7

 
 

C. Distributions . If, at any till 1 c after the Issuance Date, the Corporation shall declare or make any distribution of its assets (or rights to acquire its assets) to holdersof Common Stock as a partial liquidating dividend, by way of return of capital or otherwise (including any dividend or distribution to the Corporation's stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i . e . , a spin - off)) (a "Distribution"), then the holders of Series B Preferred Stock shall be entitled, upon any conversion of shares of Series B Preferred Stock after the date of record for detennining stockholders tmtitled to such Distribution (or if no such record is taken, the date 011 which 1 ! . 'UCh Distribution is declared or made), to receive the amount of such assets that would have been payable to the holder with respect to the shares of Corrunon Stock issuable upon such conversion (without giving effect to the limitations contained in Article XIV) had such holder been the holder of such shares of Common Stock on the record date for the detemtination of stockholders entitled to such Distribution (or if no such record is taken, the date on which such Distribution is declared or made) . D. Convertible Securities and Purchase Rights . If, at any time after the Issuance Date, the Corporation issues any securities or other instruments that are convertible into or exercisable or exchangeable for Common Stock ("Converbl>le Securities'') or options, warrants or other rights to purchase or subscribe for Common Stock or Convertible Securities ("Purchase Rights") pro rata to the record holders of the Common Stock, whether or not such Convertible Securities or Purchase Rightsare immediately convertible, exercisable or exchangeable, then the holders of Series B Preferred Stock shall be entitled, upon any conversion of shares of Series B Preferred Stock after the date of record for determining stockholders entitled to receive such Convertible Securities or Purchase Rights (or if no such record is taken, the date on which such Convertible Securities or Purchase Rights are issued), to receive the aggregate number of Convertible Sec .. 'llrities or Purchase Rights that such holder would have rec . cived with respect to the shares of Common Stock issuable upon such conversion (without giving effect to the limitations contained in Article XIV) had such holder been the holderof such shares of Common Stock on the record date for the determination of stockholders entitled to receive such Convertible Securitie .. '> or Purchase Rights (or if no such record is taken, the date on which such Convertible Securities or Purchase Rights were issued) . If the right to exercise or convert any such O : mvertible Securities or Purchase Rights would expire in accordance with their terms prior to theconversion of the Series B Preferred Stock, then the terms of such Convertible Securities or Purchase Rights shall provide that such exercise or convertibility right shall retnain in effect until 30 daysafter the date the holder of Series B Preferred Stock receivessuch Convertible Securities or Purchase Rights pursuant to the conversion hereof . E. Other Action Affecting Conversion Pr ice . If, at any time after the Issuance Date, the Corporation takes any action affecting the Cornman Stock that would be covered by Article X . A through E, but for the manner in which such action is taken or structured, which would in any way diminish the value of the Series B Preferred Stock, then the Conversion Price shall be adjusted in such manner as the Board of Directors of the Corporation shall in good faith determine to he equitable under the circumstances . F. Notice of Adju stments . Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Article X amounting to a more than one percent ( 1 % ) change in such Conversion Price, or any change in the number or type of stock, securities and/or other properly il : isuable upon conversion of the Series B Preferred Stock, the Corporation, at its expense, shall promptly compute such adjustment or readjustment or change and prepare and furnish to each holder of Series B Preferred Stock a certificate setting forth such adjustment or readjustment or change and showing in detail the facts upon which such adjustment or readjustment or chaoge is based . The Corporation shall, upon the written request at any time of any holder of Series B Preferred Stock, furnish to such holder a like certificate setting forth (i) such adjustment or readjustment or change, (ii) the Conversion Price at the timein effect itnd (iii) the number of shares of Common Stock and theamount, if any, of other securities or property which at the time would be received upon conversion of a share of Series B Preferred Stock . XI . VOTING RJGHTS The holders of the Series B Preferred Stock shaU have no voting power whatsoever, cx : cept as otherwise provided by the Nevada Revised Statutes (the "NRS"), in this Article XI and in Article XII below . Notwithstanding the above, the Corporntion shall provide each holder of Series B Preferred Stock with prior notification of any meeting of the stockholders (and copies of proxy materials and other information sent to stockholders) . If the Corporation takes a record of its stockholders for the purpose of determining stockholders entitled to (i) receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire 8

 
 

(including by way of merger, consolidation or recapitalization) any share of any class or any other securities or property, or t . o receive any other right, or (ii) to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Corporation, or any proposed merger, consolidation, liquidation, dissolution or winding up of the Corporation, the Corporation shall mail a notice to each holder of Series B Preferred Stock, at least 15 days prior to the record date specified therein (or 45 days prior to the consummation of the transaction or event, whichever is earlier, but in no event earlier than public announcement of such proposed transaction), of the date on which any such record is to be taken for the purpose of such vote, dividend, distribution, right or other event, and a brief statement regarding the amount and character of such vote, dividend, distribution, right or other event to the extent known at such time . To the extent that under the NRS the vote of the holders of the Serles B Preferred Stock, voting separately as a class or series, as applicable, is required to authorize a given action of the Corporation, the affinnative vote or consent of the holders of at least a majority of the then outstanding shares of the Series B Preferred Stock represented at a duly held meeting at which a quorum is present or by written consent of the Majority Holders (except as otherwise may be required under the NRS) shall constitute the approval of such action by the class . To the extent that under the NRS holders of the Series B Preferred Stock are entitled to vote on a matter with holders of Common Staci(, voting together as one class, each share of Series B Preferred Stock shall be entitled to a number of votesequal to the number of shan,s of Common Stock into which it, is then convertible (subject to the limitations contained in Article XIV . B) using the record date for the taking of such vote of stockholders as the date as of which the Conversion Price is calculated . If in connection with any Liquidation Event, the holders of the Series B Preferred Stock are entitled to vole to approve such Liqllldation Event as a class, then the holders of such Series B Preferred Stock shall agree to vote their shares in favor of the liquidation Event, conditioned on the receipt by all holders of Series B Preferred Stock of their respective Liquidation Preference, in full . XII. PROTECTION PROVISIONS So long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not take any of the following corporate actions (whether by merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent, as provided by the NRS) of the Majority Holders : (i) alter or change the rights, preferences or privileges of the Series B Preferred Stock; Notwithstanding the foregoing, nochange pursuant to this Article XII shall be effective to the extent that, by its terms, it applies to less than all of the holders of shares of Series B Preferred Stock then outstanding. xm . [RESERVED] XIV . LIMITATIONS ON CERTAIN CONVERSIONS AND PAYMENT OF DIVIDENDS The conversion of shares of Series B Preferred Stock and the payment of Dividends in shares of Series B Preferred Stock shall be subject to the following limitations (each of which limitations shall be applied independently) : A. [RESERVED] B. Restrictions on Conversion and Pavment of Dividends in Shares of Series B Preferred Stq . In no event shall the Corporation issue Series B Preferred Stock to any holder of Series B Preferred Stock as payment of any Dividend, and in no event shall a holder of shares of Series B Preferred Stock of the Corporation have the right to convert shares of Series B Preferred Stock into shares of Common Stock to the extent that such payment of Dividend or right to effect such conversion would result in the holder and its affiliates together beneficially owning more than 4.99% of the outstanding shares of Conunon Stock. For purposes of this Paragraph B, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D - G thereunder. The restriction contained in this Paragraph B may not be altered, amended, deleted or changed in any manner whatsoever unless the holders of a majority of the outstanding shares of Common Stock and the Majority Helde shall approve, 9

 
 

in writing, such alteration, amendment, deletion or change . ln the event the Corporation is prohibited from issuing Series B Preferred Stock to any holder of Series B Preferred Stock as payment of any Dividend, it shall pay such Dividend to such holder in cash . XV . MISCELLANEOUS A Cancellation of Series B Preferred $ If any shares of Series B Preferred Stock are converted pursuant to Article IV or redeemed or repurchased by the Corporation, the shares so converted or redeemed shall be canceled, shall return to the status of authorized, but unissued Preferred Stock of no designated series, and shall not be issuable by the Corporation as Series B Preferred Stock . B. J .. ost or Stolen Certificates . Upan receipt by the Corporation of (i) evidence of the lQss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) (y) in the case of loss, theft or destruction, indemnity (without any bond or other security) reasonably satisfactory to the Corporation . or (z) in the case of mutilation, the Preferred Stock Certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver new Preferred Stock Certificate(s) of like tenor and date at cost to holder . However, the Corporation shall not be obligated to reissue such lost, stolen, destroyed or mutilated Preferred Stock Certificate(s) if the holder contemporaneously requests the Corporation to convert such Series B Preferred Stock . C. [RESERVED] D. [RESERVED] E. Payment of Cash ; DefaultJ? . Whenever the Corporation is required to make any cash payment to a holder under this Certificate of Designation (as payment of any Dividend, upon redemption or otherwise), such cash payment shall be made to the holder within five business days after delivery by such holder of a noticespecifying that the holder elects to receive such payment in cash and the method (e . g . , by check, wire transfer) in which such payment should be made and any supporting documentation reasonably requested by the Corporation to substantiate the holder's claim to such cash payment or the amount thereof . If such payment is not delivered within such five buSlness day period, such holder shall thereafter be entitled to interest on the unpaid amount at a per annum rate equal to the lower of eighteen percent ( 18 % ) and the highest interest rate permitted by applicable law until such amount is paid in full to the holder . F. Status as Stockholder . Upon submission of a Notice of C . Onversion by a holder of Series 8 Preferred Stock, (i) the shares covered thereby (other than the shares, if any,which cannot be issued because their issuance would exceed the Company's authorized shares of Common Stock under its Articles of Incorporation) shall be deemed converted into shares of Common Stock and (ii) the holder's rights as a holder of such converted shares of Series B Preferred Stock shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such holder because of a failure by the Corporation to comply with the terms of this Certificate of Designation . Notwithstanding the foregoing, if a holder has not received certificates for all shares of Common Stock prior to the sixth business day after the expiration of the Delivery Period with respect to a conversion of Series B Preferred Stock for any reason, then (unless the holderotherwise elects to retainits statusas a holder of Common Stock byso notifying the Corporation within five business days after the expiration of such six business day period after expiration of the Delivery Period) the holder shall regain the rights of a holder of Series B Preferre . d Stock with respect to such unconverted shares of Series B Preferred Stock and the Corporation shall, as soon as practicable, return such unconverted shares to the holder . In all cases, the holder shall retain allof its rights and remedies for the Corporation's failure to convert Series B Preferred Stock . G. Remedies Cumulative . The remedies provided in this Certificate of Designation shall be cumulative and in addition to all other remedies available under this Certificate of Designatiun, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit a holder's right to pursue actual damages for any failure by the Corporation to comply with the tenns of this Certificate of Designation . The Corporatiori acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holders of Series B Preferred Stock and that the remedy at iaw for any such breach may be inadequate . The 10

 
 

Corporation therefore ll . grees, in the i ;: vent of any such breach or threatened breach, that the holders of Series B Preferred Stock shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required . H . W ai ver . Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the holders of Series B Preferred Stock granted hereunder may be waived as to all shares of Series B Preferred Stock (and the holders thereof) upon the written consent of the Majority Holders, unless a higher percentage is required by applicable Jaw, in which case the written consent of the holders of not less than such higher percentage of shares of Series B Preferred Stock shall be required . L No tic es. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confinned facsimile transmission, and shall be effective five days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party . The addresses for such communications are (i) ifto theCorporation to Bonanza Goldfields O : ,rp . , 64 - 40 Sky Pointe Dr .• Ste 140 - 149 , Las Vegas, NV 89131 , Attention : Barbara McIntyre Bauman, and (ii) if to any holder to the address set forth under such holder's name on the execution page to the Subscription Agreement, or such other address as may be designated in writing hereafter, in the same manner, by such person . IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation this 17 th day of March, 2017 . BONANZA GOLDFIELDS CORP. By: Name: Barbara McIntyre Title: President and CEO 11

 
 

NOTICE OF CONVERSION (To be Executed by the Registered Holder in order to Convert the Series B Preferred Stock) The undersigned hereby irrevocaQly elects to convert "Conversion"), represented by Stock Certificate No(s). shares of Series B Preferred Stock (the (the "Preferred Stock Certificates"), into shares of common stock ("Common Stock") of Bonanza Goldfields Corp . (the "Corporation") according to the c . onditions of the Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock (the "Certificate of Designation"), as of the date written below . If securities are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto . No foe will be charged to the holder for any c . onversion, except for transfer taxes, if any . Each Preferred Stock Certificate is attached hereto (or evidence ofloss, theft or destruction thereof) . Except as may be provided below, the Corporation shall el'ectronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee (which is ) with OTC through its Deposit Withdrawal Agent Commission System ("DTC Transfer''). In the event of partial exercise, please reissue a new stock certificate for the number of shares of Serie_s B Preferred Stock which shall not have been converted. The undersigned acknowledges and agrees that all offers and sales by the undersigned of the securitit : s issuable to the unden,igned upon c . onversion of the Series B Preferred Stock have been or will be made only pursuant to an effective registration of the transfer of the Common Stock under the Securities Act of 1933 , as amended (the "Act''}, or pursuant to an exemption from registration under the Act . In lieu of receiving the shares of Common Stock issuable pursuant to this Notice of Conversion by way of DTC Transfer, the undersigned hereby requests that the Corporation issue and deliver lO the undersigned physical certificates representing such shares of Common Stock . Date of Conversion: Applicable Conversion Price: Signature: Name: ------------- Address: _ 12

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20170112088 - 80 Annual List - 03/15/2017 1 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20170112088 - 80 Filed On 03/15/2017 Number of Pages 1

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20170057900 - 51 Amendment - 02/08/2017 1 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20170057900 - 51 Filed On 02/08/2017 Number of Pages 1

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20170057947 - 02 Noncommercial Registered Agent - Statement of Change - 02/08/2017 1 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20170057947 - 02 Filed On 02/08/2017 Number of Pages 1

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20170055827 - 17 Annual List - 02/07/2017 1 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20170055827 - 17 Filed On 02/07/2017 Number of Pages 1

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20150117049 - 70 Annual List - 03/16/2015 2 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20150117049 - 70 Filed On 03/16/2015 Number of Pages 2

 
 

(PROFIT) INITIAUANNUAL LIST OF OFFICERS AND DIRECTORS OF: BONANZA GOLDFIELDS CORP. ENTITY NUMBER EO146042008 - 1 NAME TITLE(S) MICHAEL STOJSAVLJEVICH DIRECTOR ADDRESS CID' STATE ZIP CODE 736 EAST BRAEBURN DRIVE ,USA PHOENIX AZ 85022 NAME TITLE(S) BAOKY N VU DIRECTOR ADDRESS CID' STATE ZIP CODE 736 EAST BRAEBURN DRIVE , USA PHOENIX AZ 85022 NAME ADDRESS TITLE(S) CID' STATE ZIP CODE NAME ADDRESS TITLE(S) CID' STATE ZIP CODE NAME ADDRESS TITLE(S) CID' STATE ZIP CODE NAME ADDRESS TITLE(S) CID' STATE ZIP CODE NAME ADDRESS TITLE(S) CID' STATE ZIP CODE NAME ADDRESS TITLE(S) CID' STATE ZIP CODE NAME ADDRESS TITLE(S) CID' STATE ZIP CODE NAME ADDRESS TITLE(S) CID' STATE ZIP CODE Nevada Secretary of State List Profit AP Revised 3 - 28 - 14

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20140818602 - 22 Annual List - 12/22/2014 2 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20140818602 - 22 Filed On 12/22/2014 Number of Pages 2

 
 

(PROFIT) INITIAUANNUAL LIST OF OFFICERS AND DIRECTORS OF: BONANZA GOLDFIELDS CORP. ENTITY NUMBER EO146042008 - 1 NAME TITLE(S) MICHAEL STOJSAVLJEVICH DIRECTOR ADDRESS CID' STATE ZIP CODE 736 EAST BRAEBURN DRIVE ,USA PHOENIX AZ 85022 NAME TITLE(S) BAOKY N VU DIRECTOR ADDRESS CID' STATE ZIP CODE 736 EAST BRAEBURN DRIVE , USA PHOENIX AZ 85022 NAME ADDRESS TITLE(S) CID' STATE ZIP CODE NAME ADDRESS TITLE(S) CID' STATE ZIP CODE NAME ADDRESS TITLE(S) CID' STATE ZIP CODE NAME ADDRESS TITLE(S) CID' STATE ZIP CODE NAME ADDRESS TITLE(S) CID' STATE ZIP CODE NAME ADDRESS TITLE(S) CID' STATE ZIP CODE NAME ADDRESS TITLE(S) CID' STATE ZIP CODE NAME ADDRESS TITLE(S) CID' STATE ZIP CODE Nevada Secretary of State List Profit AP Revised 3 - 28 - 14

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20130328647 - 46 Annual List - 05/17/2013 2 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20130328647 - 46 Filed On 05/17/2013 Number of Pages 2

 
 

(PROFIT) ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT OF BONANZA GOLDFIELDS CORP. FILE NUMBER E0146042008 - 1 NAME TITLEISJ MICHAEL STOJSAVLJEVICH DIRECTOR ADDRESS CITY ST m 736 EAST BRAEBURN DRIVE ,USA PHOENIX AZ 85022 NAME TITLEISJ BAOKY N VU DIRECTOR ADDRESS CITY ST m 736 EAST BRAEBURN DRIVE ,USA PHOENIX AZ 85022 NAME ADDRESS TITLE(S) c,n ST z,e NAME ADDRESS TITLEIS) c,n ST z,e NAME ADDRESS TITLE(S) c,n ST z,e NAME ADDRESS TITLEISJ c,n ST z,e NAME ADDRESS TITLEISJ c,n ST z,e NAME ADDRESS TITLE(S) WY ST z,e NAME ADDRESS TITLEIS) CITY ST m NAME ADDRESS TITLE(S) CITY ST m

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20120772495 - 99 Amended List - 11/14/2012 2 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20120772495 - 99 Filed On 11/14/2012 Number of Pages 2

 
 

(PROFIT) ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT OF BONANZA GOLDFIELDS CORP. FILE NUMBER E0146042008 - 1 NAME TITLEISJ MICHAEL STOJSAVLJEVICH DIRECTOR ADDRESS CITY ST m 2415 EAST CAMELBACK RD SUITE 700 ,USA PHOENIX AZ 85016 NAME TITLEISJ PETER H CAO DIRECTOR ADDRESS CITY ST m 2415 EAST CAMELBACK RD SUITE 700 ,USA PHOENIX AZ 85016 NAME ADDRESS TITLE(S) c,n ST z,e NAME ADDRESS TITLEIS) c,n ST z,e NAME ADDRESS TITLE(S) c,n ST z,e NAME ADDRESS TITLEISJ c,n ST z,e NAME ADDRESS TITLEISJ c,n ST z,e NAME ADDRESS TITLE(S) WY ST z,e NAME ADDRESS TITLEIS) CITY ST m NAME ADDRESS TITLE(S) CITY ST m

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20120220037 - 69 Annual List - 03/29/2012 2 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20120220037 - 69 Filed On 03/29/2012 Number of Pages 2

 
 

(PROFIT) ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT OF BONANZA GOLDFIELDS CORP. FILE NUMBER E0146042008 - 1 NAME TITLEISJ WILLIAM BERRIDGE DIRECTOR ADDRESS CITY ST m 1020WESTWICKENBURG WAY, SUITE E - 9 ,USA WICKENBURG AZ 85300 NAME ADDRESS TITLEISJ CITY ST m NAME ADDRESS TITLE(S) c,n ST z,e NAME ADDRESS TITLEIS) c,n ST z,e NAME ADDRESS TITLE(S) c,n ST z,e NAME ADDRESS TITLEISJ c,n ST z,e NAME ADDRESS TITLEISJ c,n ST z,e NAME ADDRESS TITLE(S) WY ST z,e NAME ADDRESS TITLEIS) CITY ST m NAME ADDRESS TITLE(S) CITY ST m

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20110648313 - 59 Amended List - 09/06/2011 1 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20110648313 - 59 Filed On 09/06/2011 Number of Pages 1

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20110645618 - 74 Certificate of Resignation - 09/02/2011 1 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20110645618 - 74 Filed On 09/02/2011 Number of Pages 1

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20110442667 - 63 Certificate of Designation - 06/15/2011 1 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20110442667 - 63 Filed On 06/15/2011 Number of Pages 1

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20110243589 - 95 Amended and Restated Articles - 03/31/2011 6 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20110243589 - 95 Filed On 03/31/2011 Number of Pages 6

 
 

From. 8018162599 Page. 5/9 Received by. NV Secretary of State Date. 3/31/201112:43:12 PM RESTATED ARTICLES OF INCORPORATION Bonanza Goldfields Corp., a corporation organized and existing under the laws of the State of Nevada, hereby certifies as follows: I. The original Articles of Incorpora.tion of the corporation were filed with the Secretary of State of Nevada. on March 6, 2008_ 2. Pursuant to Chapter 78, Title 7 of Nevada Revised Statutes, thesli: Restated Articles of Incorporation restate i11 its entirety and integrate and further amend the provisions of the Articles ofTncorporation of this corporation. 3. The text of the Restated Articles of Incorporation as heretofore restated in its entirety is hereby restated and further amended to read a:; follows: ARTICLES OF INCORPORATION OF BONANZA GOLDFIELDS CORP. ARTICLE I. :";AME The name of the corporation is BONANZA GOLDFIELDS CORP. (the "Corporation"). ARTICLE II. REGISTERED OFFICE The rnnne and address of the Corporation's registered office in the State of Nevada is Corporate Creations ".' - Jetwork, Inc., 8275 S01.1.th Eastern Avenue #200, Las Vegas, Nevada 89123. ARTICLE Ill. PURPOSE The purpose or purposes of the corporation is to engage in any lawful act or activity for which corporations may be organized under Nevada Law. ARTICLE TV. CAPITAL STOCK The Corporation is authorized to issue two classes of shares to be designated, respectively, "Preferred Stock" and "Common Stock." The number of shares of Preferred Stock authori7.,ed to be issued is Twenty Million (20,000,000). The number of shares of Common Stock authorized to be issued is Five Hundred Million (500,000,000). The Preferred Stock and the Comm.on Stock shall each have a par Yalue of $0.0001 per share. (A) Provisions Relating to the Comm.on Stock. ( l ) Each holder of Common Stock is entitled to one vote for each share of Common Stock standing in such holde r 1 s name on. the records of the Corporation on each matters submitted to a vote of the stockholders, except as otherwise reqt1ired by la;.v.

 
 

From. 8018162599 Page. 6/9 Received by. NV Secretary of State Date. 3/31/201112:43:12 PM (B) Provisions Relating to the Preferred Stock. The Board of Directors (the "Board") is authori:red, subject to limitations prescribed by law and the provisions of this article IV, to provide fot the issuance of the shares of Preferred Stock in one or more series and by filing a certificate pursuant to the applicable la,v of the State of Nevada 1 to establish from time to time the number of shares to be included in each such series, and to fix the designation, pmvcrs, preferences and rights of the shares of each such series and the qualifications, limitations or 1 restrictions thereof T11e authority of the Board with respect to each series sh.all include but not be limited to, determinDtion of the follciv,:ing· (1) The number of shares constituting that series and distinc6ve designation of that series: (2) The dividend rate on the shares of that series, whether dividends shall be cumulative, at1d, if so, from which dates or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series; (3) Whether that series sh:all have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; (4) Whetlier that series shall have conversion privileges, andi ff so the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board shall determine ; (5) \ .Vhether or not the shares of that series shall be redeemable, and, if so, the terms and conditiom of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates (6) Whether that series shall have a sinking fW1d for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; (7) The rights oftbe shares of that series in the event of voluntary or involuntary Liquidation 1 dissolution or winding up of the corporation, and the relative rights of priority, if at1y, of payment of share of that series; (8) Any other relativi: or participation rights, preferences and limitations of that series; (9) Ifno shares of any series of Preferred Stock are outstanding, the elimination of the designation, powers, preferences, and right of such shares, in which event such shores shall return to their status as authorized but undesignated Prefeffed Stock. 2

 
 

From. 8018162599 Page. 7/9 Received by. NV Secretary of State Date. 3/31/201112:43:13 PM ARTICLE V. BOARD OF DIRECTORS (a) 'Number . The number of directors constituting the entire Board shall be as fixed from time to time by vote ofa majority of the entire Board, provided, however_ . that the number of directors shall not be reduced so as to shorten the term of any director at the time in office . (h) Vacancies. Vacandes on the Board shall be filled by the affirmative vote o.fthe majority of the remaining directors, though kss than a quorum of the Board) or by election at an annual meeting or at a special meeting of the stockholders called for that purpose. (c) Election. The election of directors need not be by v.rritten ballot. ARTICLE VI. BYLA \ VS Tn furtherance and not ii1 limitation of the powers conferred by statute, the Board is expressly atithorized to make, alter, amend or repeal the Bylmvs of the Corporation. ARTICLE Vil. ACQUISITION OF CONTROLLI:s'G INTEREST The Corporation elects not to be governed by NRS 78.378 to 78.3793. mclu.sive. ARTICLE VIII. COMBINATIONS \ VITH INTERESTED STOCKHOLDERS The Corporation elects not to be governed by NRS 78.411 to 78.444, inclusive. ARTICLE IX. I:s'DEM:s'IFICATION (a) Right to Indemnification. ll1e Corporation \ . \ ,j_ll indemnify to the fullest extent pennitted by law any person (the qlndcmnitee") made or threatened to be made a party to any threatened. pending or completed action or proceeding, whether civi..l, criminal, administrative or investigative (whether or not by or in the right of the Corporation) by reason of the fact that he or she is or was a director of the Corporation or is or was serving as a director, officer, employee or agent or another entity at the request of the Corporation or any predecessor of the Corporation against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs) charges and expenses (inclttding attorneys' fees and disbursements) that he or she incurs in connection with such action or proceeding . (b) Tnurement. The right to indemnification will inure whether or not the claim 5serted is based on matters that predate the adoption of this Article IX, \ Vill continue as to an lndemnitee who has ceased to hold the position by vjttue of which he or she was entitled to indemnification, and will inure to the benefit of his or her heirs and personal representatives. 3

 
 

From. 8018162599 Page. 8/9 Received by. NV Secretary of State Date. 3/31/201112:43:13 PM ( c ) Non - ex:clusivhy of Rights. The right to indemnifics.tion and to the advancement of expenses confe 1 Ted by this Article IX are not exclusive of any other rights that an lndemnitee may have or acquire under any statue . bylaw, agreement, vote ofstockho]ders or disinterested directors . the Articles of Incorporation or othenvisc . (d) Other Sources. The Corporation's obligation, if any, to indemnify or to advance expenses to any Indemnitee who ,vas or is serving at the request as a director, officer employee or agent of another corporation, partnership) joi.ut venture, trust, enterprise or other entity will be reduced by any amount such Indemnitee may collect as indemnification or advancement or expenses from such other entity. (e) Advancement of Expenses. The Corporation will, from time to time, reimburse or advance to any lndemnitee the funds necessary for payment of expenses, including attorneys' fees and disbursements, incurred in c0IU1ection with defending any proceeding from which he or she is indemnified by the Corporation, in advance of the final disposition of such proceeding; provided that the Corporation has received the undertaking of such director or officer to repay any such amount so advanced if it is ultimately determined by a final and unappealable judicial decision that the director or officer is not entitled to be indemnified for such expenses. ARTICLE X. LIABILITY >Jo director of the Corporation shall be personally llable to the Corporation. or its stockholders for or \ \ 'ith respect to any acts or omissions in the perfonmmce of his or her duties as a director of the Corporation. Any amendment or repeal of this Article X will not eliminate or reduce the affect of any right or protection of a director of the Corporation existing immediately prior to such amendment or repeal. ARTICLE XI. STOCKHOLDER MEETINGS l'vfeetings of stockholders may be held within or without the State of Nevada as the Bylaws may provide, The books of the Corporation may be kept outside the State of Nevada at such place or places as may be designated from time to time by the Board or in the Bylaws of the Corporation. ARTICLE XII. AMENDMENT OF ARTICLES OF INCORPORATION The Corporation reserves the right to amend, alter) change or repeal any provi.sion contained in these Articles oflncorporation, in tl,e manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. 4

 
 

From. 8018162599 Page. 9/9 Received by. NV Secretary of State Date. 3/31/201112:43:13 PM I, THE UNDERSIGNED, being the Secretary of Bonanza Goidfields Corp. pursuant to Chapter 78, Article 7 of Nevada Revised Statutes, hereby declare and certify, under penalties of 1 perjury, that this is my act and deed and the facts herein .stated arc true and according]y have hereunto set my hand this 31'' day of March, 201 t. David Janney 5

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20110092018 - 84 Annual List - 02/04/2011 1 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20110092018 - 84 Filed On 02/04/2011 Number of Pages 1

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20100709937 - 78 Amendment - 09/21/2010 2 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20100709937 - 78 Filed On 09/21/2010 Number of Pages 2

 
 

03/21/2010 11:00 E,022835122 PAMELA PAGE 04/04 W1ln"nN CONSENT OF THE BOARD OFDIRECTORS OF BONANZAGOLDFIELD S CORP. THE UNDERSIGNED, being the dire<tors of BONANZA GOLDFIELDS CORP . , • Nevada corporation (the "Cmpo' 3 tion'), pumwnt to Soct ; on 78 . 315 , Nevada Revised Starut . 5 , does hereby adopt the resolw : lons set forth below and upon =ution of this==,t ( 1 he "Conseut"), the resoluti . om set forth below shall be deemed to be . ve been adopted to the &llllle extent and to have Ule same fon ; e and effect as those adopted in a 1 bmuu meeting of the Co : rpotation's Boml of Directim, . dulycaTh : d and held fur the pmpose of acting upon proposals to adopt such resolutions : WHEREAS, the Board of Directors has detFrmined that it is in the bein inten:sts of the shareholders to increase the 11.umber of shares of' amJiorized common stock be in from 100,000,000 shares to 200,000,000 mares of common ,tock; THEREFORl BE IT RESOLVED, dlAt the number or shares of autb common stook he U)crcasod from 100,000,000 .l!we5 to 200)000,000 sharca of COD;Imon &to&::"9 par value $.0001; JrollTIIER RESOLVED, that Chris1'omkinson or his designee is authori7.al to execute any documents underl)'lng the - in the autboriud share, of common l!!ock, including the amendment to the Articles. of Incorporation Qfthe COIPOratIOD. to 00_.(iledby the Sct:RWy of the SetteofN""'1a ; FURTBER RESOLVED . tb . aJ : eny and all actions heretofore seasonably taken by or on bohalf of the ec . poration in the canduct of its business prior to the date hereof me approved, ratified and confinnad in all rei 11 as bciing the & 91 isand ofthe Corponmcm . lllelulling any llI 1 d all actions heretofure made for or on behAl : f or in '!be name of the Corponi 1 ion by any of the Corporation's officers and directon . of 1he COljXlllltion, bas IN WU'NESS WIIEREOF, the undersigned being the sol•. - eucuted this Written Coossnteffective asoflhe2lo1 da;y of September, 2010. DlllECTOl<:

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20100323443 - 22 Annual List - 05/11/2010 1 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20100323443 - 22 Filed On 05/11/2010 Number of Pages 1

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20090859017 - 81 Certificate of Resignation - 12/15/2009 1 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20090859017 - 81 Filed On 12/15/2009 Number of Pages 1

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20090859019 - 03 Certificate of Resignation - 12/15/2009 1 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20090859019 - 03 Filed On 12/15/2009 Number of Pages 1

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20090541205 - 38 Annual List - 07/13/2009 2 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20090541205 - 38 Filed On 07/13/2009 Number of Pages 2

 
 

(PROFIT) ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT OF BONANZA GOLDFIELDS CORP. FILE NUMBER E0146042008 - 1 NAME TITLEISJ ROSE MARIE SOULLIER DIRECTOR ADDRESS CITY ST m 1224 WASHINGTON AVENUE ,USA MIAMI BEACH FL 33139 NAME ADDRESS TITLEISJ CITY ST m NAME ADDRESS TITLE(S) c,n ST z,e NAME ADDRESS TITLEIS) c,n ST z,e NAME ADDRESS TITLE(S) c,n ST z,e NAME ADDRESS TITLEISJ c,n ST z,e NAME ADDRESS TITLEISJ c,n ST z,e NAME ADDRESS TITLE(S) WY ST z,e NAME ADDRESS TITLEIS) CITY ST m NAME ADDRESS TITLE(S) CITY ST m

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20090174042 - 79 Amendment - 02/20/2009 2 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20090174042 - 79 Filed On 02/20/2009 Number of Pages 2

 
 

02/20/2009 16:08 7057191561 PAGE 04/04 WRJTIEN CONSENT OJ! ' THE BOARD OFDIRECTORS OF BONANZA GOLDFIELDS'CORP. TIIE UNJ)f.RSJGNED, bcing the din:cion of BONANZA GOLD FIELDS CORP, a Nevada co1paotion (the "Corporalioo"), pursuant lo Sectipo 78.315, Nevada RfMBed Stalntts, does hereby adopt the ,esolutions set forth below and llpoo executioo of Ibis consent (the "umsent'), 1he resolutioos set forth below shall be deem to have been adopted to the same extent and to have the wne foooc and effect as 1hose '4opted in a formal meeting of the Corporation's Bowd of Dir......, duly called and held for lhc purpose of ading upon propo.als to adopt such resolutions: WIJEREAS, the aoatd of Directors has detennib.cdjthat it is in the best of the shareholders to provide foe a forward spht of the issued and '1larcA of conimon srock on a sevett (7) fw one (I) basi TIIERU'OR.E BE rT IIESOLVED, that the issued outstanding sh.ate,. of common stock are 1 seven (7) f.. - one (I) fmwanl ""'* ,put shall be on M"ch 9, 2009 ( the ,...an ! Dato , sul>Jcct a, date ....Wished by FINRA, sw:h that the forward Block ,plit ,ball to be forward split QQ a seven (7) for one (1) basii (the "Forwani Split} and that the illCOtd date of mch adJ - buod on the - apply to th0se lhweholders as of the close of business on the cl Dmc FURTHER RESOL VEO. that Cbri, tcmkimon « bil deoii,n,o;. authomed to execut< any transaction documents underlying the Fonwrd Split, in the amendmcot: b) the Articles of lnemp<>rotion of the C on t be fil«I by the Scc,,wy of lbj, Stat, ofNcv,da ; FURTIIEJt. USOLVED, d>at any and all actions heret4focc reasonably lakCIJ. by « on behalf of the Corporatioo in the conduct of its business prior to the date hateof are approved, ratified. and oorlfirm.ed in all as being the acts aod deeds of the CIJIPOn1b0t3,. hlud:iog Bil)' and aU actions hen:tofore made for or on behalf or in tbe nam.c of tlul Corporation by - any of lhe Corporation's offiCC'fll and directors. IN WITNESS WIIDl!OF, du, ondemp,d being the sole dire"8r of lhe Corp - on, has "" ƒ """"1 thi, Wri.nen Con!ICUl.effrctive as of the JJQ day of February, 2009. · DIRECTOl \ S: Jt71J . !lwi -- Romy Anne Ralph _,,..r· - "·· · - .;.. - ...,+ - • \ .. I ·."L < \ . \ .·,, ' - '.Jr • - U '•• ,) Ros e Mk. e Sonllier

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20080368363 - 49 Amended List - 05/30/2008 2 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20080368363 - 49 Filed On 05/30/2008 Number of Pages 2

 
 

(PROFIT) ANNUAL LIST OF OFFICERS, DIRECTORS AND RESIDENT AGENT OF BONANZA GOLDFIELDS CORP. FILE NUMBER E0146042008 - 1 NAME TITLEISJ ROMY A RALPH DIRECTOR ADDRESS CITY ST m 1224 WASHINGTON AVENUE ,USA MIAMI BEACH FL 33139 NAME ADDRESS TITLEISJ CITY ST m NAME ADDRESS TITLE(S) c,n ST z,e NAME ADDRESS TITLEIS) c,n ST z,e NAME ADDRESS TITLE(S) c,n ST z,e NAME ADDRESS TITLEISJ c,n ST z,e NAME ADDRESS TITLEISJ c,n ST z,e NAME ADDRESS TITLE(S) WY ST z,e NAME ADDRESS TITLEIS) CITY ST m NAME ADDRESS TITLE(S) CITY ST m

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20080355169 - 19 Initial List - 05/27/2008 2 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20080355169 - 19 Filed On 05/27/2008 Number of Pages 2

 
 

(PROFIT) INITIAL LIST OF OFFICERS, DIRECTORS AND RESIDENT AGENT OF BONANZA GOLDFIELDS CORP. FILE NUMBER E0146042008 - 1 NAME TITLEISJ ROMY ANNE RALPH TREASURER ADDRESS CITY ST m 1224 WASHINGTON AVENUE ,USA MIAMI BEACH FL 33139 NAME ADDRESS TITLEISJ CITY ST m NAME ADDRESS TITLE(S) c,n ST z,e NAME ADDRESS TITLEIS) c,n ST z,e NAME ADDRESS TITLE(S) c,n ST z,e NAME ADDRESS TITLEISJ c,n ST z,e NAME ADDRESS TITLEISJ c,n ST z,e NAME ADDRESS TITLE(S) WY ST z,e NAME ADDRESS TITLEIS) CITY ST m NAME ADDRESS TITLE(S) CITY ST m

 
 

Certified Copy 08/19/2021 11:04:20 AM W2021081900834 - 1530832 Work Order Number: Reference Number: Through Date: Corporate Name: 20211690374 08/19/2021 11:04:20 AM BONANZA GOLDFIELDS CORP. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20080157781 - 39 Articles of Incorporation - 03/06/2008 1 Certified By: Electronically Certified Certificate Number: B202108191925142 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888

 
 

Filed in the Office of Secretary of State State Of Nevada Business Number E0146042008 - 1 Filing Number 20080157781 - 39 Filed On 03/06/2008 Number of Pages 1

 

 

Exhibit 3.2

 

 

Bylaws

of

Bonanza Goldfields Corp.

 

ARTICLE I. DIRECTORS

 

Section 1. 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. Number. 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 remaining 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.

 

 

 

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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 adjourned 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.

 

 

 

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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 sent. 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.

 

 

 

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Section 6. Shareholder 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 directors at a regular or special meeting of the directors or until removed. Officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

 

 

 

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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. Powers 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 the provisions of law.

 

 

 

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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 amendments 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.

 

 

 

 

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Section 3. Financial Statements for Shareholders. 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.

 

 

 

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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 Indemnification. 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 l 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.

 

 

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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: _____________________________________________

 

 

 

 

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Exhibit 4.1

 

     

 

 

 

     

 

 

 

Exhibit 10.1

 

THIS SHARE EXCHANGE AGREEMENT (the “Agreement”), is VERSION 2021001 to be incorporated by reference by the parties as set forth in the relevant confirmation (the “Confirmation”).

 

W I T N E S E T H:

 

A. The Seller (as defined in the Confirmation) owns all of the issued and outstanding equity securities of the Underlying Asset defined in the Confirmation (the “Shares”) as set forth against each Shareholder’s name in the Confirmation.

 

B. The Purchaser (as defined in the Confirmation) desires to purchase from the Shareholders, and the Shareholders desire to sell to the Purchaser, the number of Shares as set forth in the Confirmation in exchange for the number of Common Stock of the Parent Entity (as defined in the Confirmation), on the terms and subject to the conditions set forth in this Agreement (the “Exchange”).

 

C. As a result of the Exchange, the Purchaser will become the holder of the Relevant Percentage (as defined in the Confirmation) of the Underlying Asset.

 

D. Certain capitalized terms used in this Agreement are defined in the Confirmation and in the Exhibits hereto.

 

AGREEMENT

 

In consideration of the agreements, provisions and covenants set forth below, the Purchaser, the Underlying Asset and the Seller hereby agree as follows:

 

ARTICLE I.

 

EXCHANGE OF SHARES

 

1.1 Agreement to Sell.

 

Upon the terms and subject to all of the conditions contained herein, each of the Shareholders hereby agrees to sell, assign, transfer and deliver to the Purchaser the number of Shares as set forth in Annex A, and the Purchaser hereby agrees to cause the Parent Entity to purchase and accept from each of the Shareholders, on the Closing Date, the number of Shares as set forth in Annex A.

 

1.2 Purchase Price.

 

As full consideration for the sale, assignment, transfer and delivery of the Shares by the Shareholders to the Purchaser, and upon the terms and subject to all of the conditions contained herein, the Director Representative and the Purchaser shall cause the Parent Entity to issue and allot to the Shareholders the Relevant Number (as defined in the Confirmation) of Common Stock on a pro rata basis at the Closing.

 

1.3 Mechanics of Exchange.

 

(a) At the Closing, each Shareholder shall surrender the certificate or certificates that immediately prior to the Closing represented the Shares it has sold (the “Certificates”) to the exchange agent designated by the Purchaser in exchange for the Common Stock.

 

(b) Promptly after the Closing, the Purchaser or its designated exchange agent shall make available to each Shareholder a letter of transmittal and instructions for use in effecting the surrender of Certificates in exchange for the Common Stock. Upon surrender of a Certificate to such exchange agent together with the letter of transmittal, duly executed, the Shareholder shall be entitled to receive in exchange therefore such number of the Common Stock as such Shareholder has the right to receive in respect of the Certificate so surrendered pursuant to the provisions of this Article I.

 

 

 

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1.4 No Fractional Shares.

 

No fraction of a share of the Common Stock shall be issued in the Exchange. In lieu of fractional shares, the Shareholders upon surrender of their Certificates as set forth in Section 1.3 shall be issued that number of shares of the Common Stock resulting by rounding up to the nearest whole number of shares of the Common Stock that each such Shareholder shall receive as a result of the Exchange.

 

1.5 Closing.

 

The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at 9:00 a.m., Hong Kong Time, at the principal administrative offices of the Purchaser, or at a location mutually agreed upon by the Purchaser and the Seller, on or before the Closing Date (as defined in the Confirmation); provided, however, that if all of the other conditions set forth in articles VI and VII hereof are not satisfied or waived, unless this agreement has been terminated under Section 9 hereof, or at such date, the Closing Date shall be the business day following the day on which all such conditions have been satisfied or waived, or at such other date, time and place as the Purchaser, the Underlying Asset and the Seller shall agree.

 

ARTICLE II.

 

REPRESENTATIONS AND WARRANTIES OF SELLER

 

Except as set forth in the Disclosure Schedule, consisting of information about the Underlying Asset provided by the Seller to the Purchaser in connection with this Agreement (the “Seller or Underlying Asset Disclosure Schedule”), each of the Seller, the Underlying Asset and the Shareholders represents and warrants jointly and severally to the Purchaser that each of the following representations and warranties are true, correct and complete as of the date of this Agreement (or, if a specific date is indicated in any such statement, true and correct as of such specified date):

 

2.1 Organization and Qualification.

 

The Underlying Asset is duly incorporated, validly existing and in good standing existing under the laws of Hong Kong and it has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to carry on its business as presently conducted and as contemplated to be conducted, to own, hold and operate its properties and assets as now owned, held and operated by it, to enter into this Agreement, to carry out the provisions hereof except where the failure to be in good standing or to have such governmental licenses, authorizations, consents and approvals will not, in the aggregate, either (i) have a Material Adverse Effect on the business, assets or financial condition of the Underlying Asset, or (ii) impair the ability of the Underlying Asset to perform its material obligations under this Agreement. The Underlying Asset is duly qualified, licensed or domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased requires such qualification, licensing or domestication, except where the failure to be so qualified, licensed or domesticated will not have a Material Adverse Effect. The Seller and the Underlying Asset each has as part of the Seller or Underlying Asset Disclosure Schedule, a list of those jurisdictions in which the Underlying Asset presently conducts its business, owns, holds and operates its properties and assets.

 

2.2 Key Assets.

 

The Underlying Asset shall have completed and evidenced its acquisition of Key Assets as defined in the Confirmation from the relevant person in such form as deemed satisfactory to the Purchaser.

 

Except as stated above, the Underlying Asset does not, directly or indirectly, have any equity or other interest, or rights to obtain such equity or other interests in any corporation, partnership, joint venture, firm, association, entity or business enterprise, and is not party to any agreement to acquire such an interest.

 

 

 

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2.3 Articles of Incorporation and Bylaws.

 

The copies of the charter document and corporate governance document of the Underlying Asset (collectively, the “Organizational Documents”) that have been delivered to the Purchaser prior to the execution of this Agreement are true, accurate and complete and have not been amended or repealed. The Underlying Asset is not in violation or breach of any of the provisions of the Organizational Documents, except for such violations or breaches which, in the aggregate, will not have a Material Adverse Effect on the Underlying Asset.

 

2.4 Authorization and Validity of this Agreement.

 

All corporate actions taken by the Seller or the Underlying Asset in connection with this Agreement and any Transaction Agreements will be duly authorized on or prior to the Closing. This Agreement and each of the Transaction Agreements constitute the legal, valid and binding obligation of each person or entity who is a party thereto (other than the Purchaser), enforceable against each such person or entity in accordance with its terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. Each of the Seller Shareholder and the Underlying Asset has all requisite legal capacity to execute and deliver this Agreement and the Transaction Agreements to which he or she is a party, and to perform its, his or her obligations hereunder and thereunder. The execution and delivery by each of the Seller, the Underlying Asset and each of the Shareholders of this Agreement and the Transaction Agreements (to the extent either is a party thereto), and the consummation of the transactions contemplated herein and therein (the “Transactions”) have been authorized by all necessary corporate or other action on the part of the Seller, the Underlying Asset and each of the Shareholders. This Agreement and the Transaction Agreements have been duly executed and delivered by the parties thereto (other than the Purchaser).

 

2.5 No Violation.

 

Neither the execution nor delivery of this Agreement or the Transaction Agreements, nor the consummation or performance of any of the Transactions by the Seller, the Underlying Asset or the Shareholders will directly or indirectly:

 

(i) violate or conflict with any provision of the Organizational Documents of the Underlying Asset; (B) result in (with or without notice or lapse of time) a violation or breach of, or conflict with or constitute a default or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or require notice under, any agreement, promissory note, lease, instrument or arrangement to which the Underlying Asset or any of its assets are bound or result in the creation of any Liens upon the Underlying Asset or any of its Key Assets; (C) violate any order, writ, judgment, injunction, ruling, award or decree of any Governmental Body; (D) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation that relates to the Underlying Asset or Shareholders or the Seller or any of the Key Assets; or (E) result in cancellation, modification, revocation or suspension of any permits, licenses, registrations, consents, approvals, authorizations or certificates issued or granted by any Governmental Body which are held by or granted to the Underlying Asset or which are necessary or desirable for the conduct of the business of or relating to the Underlying Asset; or

 

(ii) to the knowledge of the Seller, the Underlying Asset or any of the Shareholders, cause the Purchaser or the Underlying Asset to become subject to, or to become liable for the payment of, any Tax (as hereinafter defined) or cause any of the assets owned by the Underlying Asset to be reassessed or revalued by any taxing authority or other Governmental Body.

 

None of the Seller, the Underlying Asset or the Shareholders is or will be required to give any notice to or obtain any approval, consent, ratification, waiver or other authorization (a “Consent”) from any person or entity (including, without limitation, any Governmental Body) in connection with (i) the execution and delivery of this Agreement or any of the Transaction Agreements, or (ii) the consummation or performance of any of the Transactions.

 

 

 

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2.6 Capitalization and Related Matters.

 

(a) Capitalization. The Underlying Asset has issued and outstanding the Underlying Asset Number of shares of capital stock. Except as set forth in the preceding sentence, no other class of capital stock or other security of the Seller is authorized, issued, reserved for issuance or outstanding. The Shareholders, as of the Closing Date, are the lawful, record and beneficial owners of the number of Shares of the Underlying Asset as set forth against each Seller’s name on the Confirmation attached hereto. The Shareholders have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective Shares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Shares. Except as is issued to and held by the Shareholders or the Underlying Asset, no other capital stock or other security of the Underlying Asset, as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, the Purchaser will be vested with good and marketable title to the Shares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws). No legend or other reference to any purported Lien appears upon any certificate representing the Shares. Each of the Shares has been duly authorized and validly issued and is fully paid and nonassessable. None of the outstanding capital or other securities of the Underlying Asset was issued, redeemed or repurchased in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any other securities or “blue sky” laws.

 

(b) No Redemption Requirements. There are no options, warrants, equity securities, calls, rights, commitments or agreements of any kind or character by which the Underlying Asset or any of the Shareholders is obligated to issue, deliver, transfer or sell, or cause to be issued, delivered, transferred or sold, any shares of capital stock or other securities of the Underlying Asset. There are no outstanding contractual obligations (contingent or otherwise) of the Underlying Asset to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of, or other ownership interests in, the Underlying Asset or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity.

 

2.7 Compliance with Laws and Other Instruments.

 

Except as would not have a Material Adverse Effect, the business and operations of the Underlying Asset has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the Key Assets. The Underlying Asset is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Underlying Asset is a party or by which any of the properties, assets or rights of the Underlying Asset are bound or affected. To the knowledge of the Seller and or Underlying Asset, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Underlying Asset is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Underlying Asset is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Seller or Underlying Asset, any event or circumstance relating to the Seller or the Shareholders that materially and adversely affects in any way the business, properties, assets or prospects of the Underlying Assets or that prohibits the Seller or the Shareholders from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

 

2.8 Certain Proceedings.

 

There are no outstanding or pending preceding that has been commenced against or involving the Seller or the Underlying Asset or any of its assets and, to the knowledge of the Seller and the Shareholders, no matters of the foregoing nature are contemplated or threatened. None of the Seller or the Shareholders or Underlying Asset have been charged with, and is not threatened with, or under any investigation with respect to, any allegation concerning any violation of any provision of any federal, provincial, local or foreign law, regulation, ordinance, order or administrative ruling, and is not in default with respect to any order, writ, injunction or decree of any Governmental Body.

 

 

 

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2.9 No Brokers or Finders.

 

None of the Seller, the Shareholders, the Underlying Asset or any officer, director, independent contractor, consultant, agent or employee of any of the foregoing has engaged any finder, broker, intermediary, investment bank or similar party or agreed to pay or has taken any action that will result in any person or entity becoming obligated to pay or entitled to receive, any investment banking, brokerage, finder’s or similar fee or commission in connection with this Agreement or the Transactions. The Seller and the Shareholders shall jointly and severally indemnify and hold the Purchaser harmless against any liability or expense arising out of, or in connection with, any such claim or a breach of this section.

 

2.10 Title to and Condition of Properties.

 

The Underlying Asset has good, valid and marketable title to all of its properties and assets (whether real, personal or mixed, and whether tangible or intangible) reflected as owned in its books and records and the Key Assets, free and clear of all Liens. The Underlying Asset owns or holds under valid leases or other rights to use all real property, plants, machinery, equipment and all assets necessary for the conduct of its business as presently conducted, except where the failure to own or hold such property, plants, machinery, equipment and assets would not have a Material Adverse Effect on the Underlying Asset. No Person other than the Underlying Asset owns or has any right to the use or possession of the assets used in the business relating to the Underlying Asset. The material buildings, plants, machinery and equipment necessary or desirable for the conduct of the business of the Underlying Asset as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put or would be put in the Ordinary Course of Business, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

 

2.11 Absence of Undisclosed Liabilities.

 

The Underlying Asset has no debt, obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether asserted or unasserted, whether due or to become due, whether or not known to the Seller) arising out of any transaction entered into prior to the Closing Date or any act or omission prior to the Closing Date which individually or taken together would constitute a Material Adverse Effect on the Underlying Asset and have no debt, obligation or liability to each other or any of the Shareholders or their affiliates, except to the extent specifically set forth on or reserved against on the Balance Sheet of the Underlying Asset.

 

The financial statements are consistent with the books and records of the Underlying Asset and fairly present in all material respects the financial condition, assets and liabilities of the Underlying Asset, as applicable, taken as a whole, as of the dates and periods indicated, and were prepared in accordance with GAAP (except as otherwise indicated therein or in the notes thereto).

 

2.12 Changes.

 

The Underlying Asset has not, since the date of its incorporation:

 

(a) Ordinary Course of Business. Conducted its business or entered into any transaction other than in the Ordinary Course of Business, except for this Agreement.

 

(b) Adverse Changes. Suffered or experienced any change in, or affecting, its condition (financial or otherwise), properties, assets, liabilities, business, operations, results of operations or prospects which would have a Material Adverse Effect;

 

(c) Loans. Made any loans or advances to any Person other than travel advances and reimbursement of expenses made to employees, officers and directors in the Ordinary Course of Business;

 

 

 

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(d) Compensation and Bonuses. Made any payments of any bonuses or compensation other than regular salary payments, or increase in the salaries, or payment on any of its debts in the Ordinary Course of Business, to any of its shareholders, directors, officers, employees, independent contractors or consultants or entry into by it of any employment, severance, or similar contract with any director, officer, or employee, independent contractor or consultant; Adopted, or increased in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any of its employees;

 

(e) Liens. Created or permitted to exist any Lien on any of its properties or assets other than Permitted Liens;

 

(f) Capital Stock. Issued, sold, disposed of or encumbered, or authorized the issuance, sale, disposition or encumbrance of, or granted or issued any option to acquire any shares of its capital stock or any other of its securities or any Equity Security, or altered the term of any of its outstanding securities or made any change in its outstanding shares of capital stock or its capitalization, whether by reason of reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise; changed its authorized or issued capital stock; granted any stock option or right to purchase shares of its capital stock; issued any security convertible into any of its capital stock; granted any registration rights with respect to shares of its capital stock; purchased, redeemed, retired, or otherwise acquired any shares of its capital stock; declared or paid any dividend or other distribution or payment in respect of shares of capital stock of any other entity;

 

(g) Dividends. Declared, set aside, made or paid any dividend or other distribution to any of its shareholders;

 

(h) Material Contracts. Terminated or modified any of its Material Contract except for termination upon expiration in accordance with the terms of such agreements, a description of which is included in the Seller’s Disclosure Schedule;

 

(i) Claims. Released, waived or cancelled any claims or rights relating to or affecting the Seller in excess of USD1,000 in the aggregate or instituted or settled any Proceeding involving in excess of USD10,000 in the aggregate;

 

(j) Discharged Liabilities. Paid, discharged, cancelled, waived or satisfied any claim, obligation or liability in excess of USD1,000 in the aggregate, except for liabilities incurred prior to the date of this Agreement in the Ordinary Course of Business;

 

(k) Indebtedness. Created, incurred, assumed or otherwise become liable for any Indebtedness or commit to any endeavour involving a commitment in excess of USD1,000 in the aggregate, other than contractual obligations incurred in the Ordinary Course of Business;

 

(l) Guarantees. Guaranteed or endorsed in a material amount any obligation or net worth of any Person;

 

(m) Acquisitions. Acquired the capital stock or other securities or any ownership interest in, or substantially all of the assets of, any other Person;

 

(n) Accounting. Changed its method of accounting or the accounting principles or practices utilized in the preparation of its financial statements, other than as required by GAAP or similar internationally recognised accounting standards;

 

(o) Agreements. Entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

 

2.13 Material Contracts.

 

The Seller has delivered to the Purchaser, prior to the date of this Agreement, true, correct and complete copies of each of the Material Contracts relating to the Underlying Asset.

 

 

 

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(a) No Defaults. The Material Contracts of the Underlying Asset are valid and binding agreements, as applicable, and are in full force and effect and are enforceable in accordance with their terms. Except as would not have a Material Adverse Effect, the Underlying Asset is not in breach or default of any of its Material Contracts to which it is a party and, to the knowledge of the Seller or the Underlying Asset, no other party to any of its Material Contracts is in breach or default thereof. Except as would not have a Material Adverse Effect, no event has occurred or circumstance has existed that (with or without notice or lapse of time) would (a) contravene, conflict with or result in a violation or breach of, or become a default or event of default under, any provision of any of its Material Contracts or (b) permit the Seller or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any of the Material Contracts relating to the Underlying Asset. The Seller or the Underlying Asset has not received any notice and has no knowledge of any pending or threatened modification, cancellation, revocation or termination of any of the Material Contracts to which the Underlying Asset is a party, and there are no renegotiations of, or attempts to renegotiate.

 

2.14 Tax Returns and Audits.

 

(a) Tax Returns. (a) All material Tax Returns required to be filed by or on behalf of the Underlying Asset have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all Taxes of the Underlying Asset required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the balance sheet of the Underlying Asset; (c) no waivers of statutes of limitation have been given or requested with respect to the Underlying Asset in connection with any Tax Returns covering the Underlying Asset or with respect to any Taxes payable by it; (d) no Governmental Body in a jurisdiction where the Underlying Asset does not file Tax Returns has made a claim, assertion or threat to the Underlying Asset that the Underlying Asset is or may be subject to taxation by such jurisdiction; (e) the Underlying Asset has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Body all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on the property or assets of the Underlying Asset other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to the Underlying Asset for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of the Underlying Asset made by a Governmental Body in any examination that the Underlying Asset is required to report to the appropriate provincial, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paid. No state of fact exists or has existed which would constitute ground for the assessment of any tax liability by any Governmental Body. All Tax Returns filed by the Underlying Asset are true, correct and complete.

 

(b) No Adjustments, Changes. Neither the Underlying Asset nor any other Person on behalf of the Underlying Asset (a) has executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of provincial, local or foreign law; or (b) has agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of provincial, local or foreign law.

 

(c) No Disputes. There is no pending audit, examination, investigation, dispute, proceeding or claim with respect to any Taxes of or Tax Return filed or required to be filed by the Underlying Asset, nor is any such claim or dispute pending or contemplated. The Seller has made available to the Purchaser true, correct and complete copies of all Tax Returns, examination reports and statements of deficiencies assessed or asserted against or agreed to by the Underlying Asset since the Underlying Asset Incorporation Date, and any and all correspondence with respect to the foregoing. The Underlying Asset does not have any outstanding closing agreement, ruling request, request for consent to change a method of accounting, subpoena or request for information to or from a Governmental Body in connection with any Tax matter.

 

(d) No Tax Allocation, Sharing. The Underlying Asset is not a party to any Tax allocation or sharing agreement. The Underlying Asset (a) has not been a member of a Tax Group filing a consolidated income Tax Return under Section 1501 of the Code (or any similar provision of provincial, local or foreign law), and (b) does not have any liability for Taxes for any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of provincial, local or foreign law) as a transferee or successor, by contract or otherwise.

 

 

 

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2.15 Material Assets.

 

The financial statements of the Underlying Asset reflect the material properties and assets (real and personal) owned or leased by them.

 

2.16 Insurance Coverage.

 

The Underlying Asset has no insurance or general liability policies maintained by the Underlying Asset on its properties and assets.

 

2.17 Litigation; Orders.

 

There is no Proceeding (whether federal, provincial, local or foreign) pending or, to the knowledge of the Seller or the Underlying Asset, threatened or appealable against or affecting the Seller or the Underlying Asset or any of the properties, assets, business or employees relating to the Underlying Asset. To the knowledge of the Seller, there is no fact that might result in or form the basis for any such Proceeding. The Seller or the Underlying Asset is not subject to any Orders and has not received any written opinion or memorandum or legal advice from their legal counsel to the effect that the Underlying Asset is exposed, from a legal standpoint, to any liability which would be material to its business. The Underlying Asset is not engaged in any legal action to recover monies due it or for damages sustained by any of them.

 

2.18 Licenses.

 

Except as would not have a Material Adverse Effect, the Underlying Asset possesses from the appropriate Governmental Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for it to engage in its business as currently conducted and to permit it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, “PERMITS”). Except as would not have a Material Adverse Effect, the Underlying Asset has not received any notice from any Governmental Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary or desirable for the Underlying Asset to engage in its business as currently conducted and to permit the Underlying Asset to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Permit. The Seller or the Underlying Asset has not received any notice from any Governmental Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Permit. All applications required to have been filed for the renewal of such Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Permits have been duly made on a timely basis with the appropriate Persons. All Permits are renewable by their terms or in the Ordinary Course of Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

 

2.19 Interested party Transactions.

 

No officer, director or shareholder of the Underlying Asset or any Affiliate, Related Person or “associate” (as such term is defined in Rule 405 of the Commission under the Securities Act) of any such Person, either directly or indirectly, (1) has an interest in any Person which (a) furnishes or sells services or products which are furnished or sold or are proposed to be furnished or sold by the Seller or Underlying Asset, or (b) purchases from or sells or furnishes to, or proposes to purchase from, sell to or furnish the Seller or Underlying Asset any goods or services; (2) has a beneficial interest in any contract or agreement to which the Underlying Asset is a party or by which it may be bound or affected; or (3) is a party to any material agreements, contracts or commitments in effect as of the date hereof with the Underlying Asset. “Related Person” means: (i) with respect to a particular individual, the individual’s immediate family which shall include the individual’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, and brothers and sisters-in-law; and (ii) with respect to a specified individual or entity, any entity or individual that, directly or indirectly, controls, is controlled by, or is under common control with such specified entity or individual.

 

 

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2.20 Governmental Inquiries.

 

The Seller or Underlying Asset has made available to the Purchaser a copy of each material written inspection report, questionnaire, inquiry, demand or request for information received by the Underlying Asset from (and the response of the Underlying Asset thereto), and each material written statement, report or other document filed by the Underlying Asset with, any Governmental Body since the Underlying Asset Incorporation Date.

 

2.21 Bank Accounts and Safe Deposit Boxes.

 

The Seller or Underlying Asset Disclosure Schedule discloses the title and number of each bank or other deposit or financial account, and each lock box and safety deposit box used by the Underlying Asset, the financial institution at which that account or box is maintained and the names of the persons authorized to draw against the account or otherwise have access to the account or box, as the case may be.

 

2.22 Intellectual Property.

 

2.22.1    The Disclosure Schedule sets forth a list of all registrations and applications for registration in respect of the Intellectual Property to be conveyed to Purchaser (he “Conveyed IP”). Except as set forth in the Disclosure Schedule, the Underlying Asset owns (beneficially and of record) all right, title and interest in and to all Conveyed IP, free and clear of all Liens, other than Permitted Liens. Except as set forth in the Disclosure Schedule, all of the trademark applications within the Conveyed IP have been duly filed in the jurisdiction named in each such application, are being actively prosecuted and have not been abandoned or allowed to lapse. All domain names in the Conveyed IP have been validly registered with an authorized domain name registrar and the registration therefor is current through the Closing Date. Except as set forth in the Disclosure Schedule, there is no Proceeding that is pending or, to the knowledge of Seller or the Shareholders, threatened that challenges the rights of the Underlying Asset in respect of any Conveyed IP or the validity, enforceability or effectiveness thereof. None of Seller or the Shareholders have received any communication alleging that the Underlying Asset, its actions or the Conveyed IP infringes or has infringed the Intellectual Property rights of any third party and there are no Proceedings that are pending or, to the knowledge of Seller or the Shareholders, threatened against the Underlying Asset with respect thereto. Except as set forth in the Disclosure Schedule, to the knowledge of Seller or the Shareholders, there is no unauthorized use, infringement or misappropriation of the Conveyed IP by any third party and there is no Proceeding that is pending or threatened by Seller, the Shareholders or the Underlying Asset with respect thereto. Notwithstanding anything to the contrary, this representation shall not limit or restrict the transfer to Purchaser pursuant to this Agreement of all right, title and interest in and to (i) the Conveyed IP owned by the Underlying Asset throughout the world and (ii) any internet domain names associated with the Underlying Asset.

 

2.23 Stock Option Plans; Employee Benefits.

 

The Underlying Asset does not have any employee benefit plans or arrangements covering their present and former employees or providing benefits to such persons in respect of services provided to the Underlying Asset. The Underlying Asset has no commitment, whether formal or informal and whether legally binding or not, to create any additional plan, arrangement or practice similar to the Approved Plans.

 

2.24 Employee Matters.

 

(a) No former or current employee of the Underlying Asset is a party to, or is otherwise bound by, any agreement or arrangement (including, without limitation, any confidentiality, non-competition or proprietary rights agreement) that in any way adversely affected, affects, or will affect (i) the performance of his, her or its duties to the Underlying Asset, or (ii) the ability of the Underlying Asset to conduct its business.

 

(b) The Underlying Asset has no employees, directors, officers, consultants, independent contractors, representatives or agents whose contract of employment or engagement cannot be terminated by three months’ notice.

 

(c) The Underlying Asset is not required or obligated to pay, and since the date if its incorporation, have not paid any moneys to or for the benefit of, any director, officer, employee, consultant, independent contractor, representative or agent of the Underlying Asset.

 

 

 

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(d) The Underlying Asset is in compliance with all applicable laws respecting employment and employment practices, terms and conditions or employment and wages and hours, and is not engaged in any unfair labour practice. There is no labour strike, dispute, shutdown or stoppage actually pending or, to the knowledge of the Underlying Asset or the Shareholders, threatened against or affecting the Underlying Asset.

 

2.25 Environmental and Safety Matters.

 

Except as would not have a Material Adverse Effect:

 

(a) The Underlying Asset has at all times been and is in compliance with all Environmental Laws and Orders applicable to the Underlying Asset, as applicable.

 

(b) There are no Proceedings pending or, to the knowledge of the Underlying Asset, threatened against the Underlying Asset alleging the violation of any Environmental Law or Environmental Permit applicable to the Underlying Asset or alleging that the Underlying Asset is a potentially responsible party for any environmental site contamination. None of the Underlying Asset or the Shareholders are aware of, or has ever received notice of, any past, present or future events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent continued compliance, or which may give rise to any common law or legal liability, or otherwise form the basis of any claim, action, suit, proceeding, hearing or investigation, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling, or the emission, discharge, release or threatened release into the environment, of any pollutant, contaminant, or hazardous or toxic material or waste.

 

(c) Neither this Agreement nor the consummation of the transactions contemplated by this Agreement shall impose any obligations to notify or obtain the consent of any Governmental Body or third Persons under any Environmental Laws applicable to the Underlying Asset.

 

2.26 Material Customers.

 

Since the date of its incorporation, none of the Material Customers (as hereinafter defined) of the Underlying Asset has notified any of the Underlying Asset or the Shareholders of their intent to terminate their business with the Underlying Asset because of any dissatisfaction on the part of any such person or entity. The Transactions have not caused any of the Material Customers of the Underlying Asset to terminate or provide notice of their intent or threaten to terminate their business with the Underlying Asset or to notify the Underlying Asset or the Shareholders of their intent not to continue to do such business with the Underlying Asset after the Closing. As used herein, “Material Customers” means those customers from whom the Underlying Asset derives annual revenues in excess of USD5,000.

 

2.27 Inventories.

 

All inventories of the Underlying Asset are of good, usable and merchantable quality in all material respects, and, except as set forth in the Seller or Underlying Asset Disclosure Schedule, do not include a material amount of obsolete or discontinued items. Except as set forth in the Seller or Underlying Asset Disclosure Schedule, (a) all such inventories are of such quality as to meet in all material respects the quality control standards of the Underlying Asset , (b) all such inventories are recorded on the books at the lower of cost or market value determined in accordance with GAAP or internationally recognised accounting standards, and (c) no write-down in inventory has been made or should have been made pursuant to GAAP or internationally recognised accounting standards during the past two years.

 

2.28 Money Laundering Laws.

 

The operations of the Underlying Asset are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the money laundering statutes of all U.S. and non-U.S. jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Body (collectively, the “Money Laundering Laws”) and no Proceeding involving the Underlying Asset with respect to the Money Laundering Laws is pending or, to the knowledge of the Underlying Asset, threatened.

 

 

 

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2.29 Disclosure.

 

(a) Any information set forth in this Agreement, the Seller or Underlying Asset Disclosure Schedule, or the Transaction Agreements shall be true, correct and complete in all material respects.

 

(b) No statement, representation or warranty of the Underlying Asset or the Shareholders in this Agreement (taken with the Schedules) or the Transaction Agreements or any exhibits or schedules thereto contain any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein, taken as a whole, in light of the circumstances in which they were made, not misleading.

 

(c) Except as set forth in the Seller or Underlying Asset Disclosure Schedule, the Shareholders and the Seller have no knowledge of any fact that has specific application to the Underlying Asset (other than general economic or industry conditions) and that adversely affects the assets or the business, prospects, financial condition, or results of operations of the Underlying Asset.

 

(d) In the event of any inconsistency between the statements in the body of this Agreement and those in the Schedules (other than an exception expressly set forth as such in the Schedules with respect to a specifically identified representation or warranty), the statements in the Schedules shall control.

 

(e) The books of account, minute books and stock record books of the Underlying Asset, all of which have been made available to the Purchaser, are complete and accurate and have been maintained in accordance with sound business practices. Without limiting the generality of the foregoing, the minute books of the Underlying Asset contain complete and accurate records of all meetings held, and corporate action taken, by the shareholders, the boards of directors, and committees of the boards of directors of the Underlying Asset, as applicable, and no meeting of any such shareholders, board of directors, or committee has been held for which minutes have not been prepared and are not contained in such minute books.

 

ARTICLE III.

 

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

 

The Purchaser hereby represents and warrants to the Shareholders as of the date hereof:

 

3.1 Organization; Good Standing.

 

The Purchaser is duly incorporated, validly and in good standing existing under the laws of the place of incorporation, has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to carry on its business as presently conducted and as contemplated to be conducted, to own, hold and operate its properties and assets as now owned, held and operated by it, to enter into this Agreement, to carry out the provisions hereof except where the failure to be in good standing or to have such governmental licenses, authorizations, consents and approvals will not, in the aggregate, either (i) have a Material Adverse Effect on the business, assets or financial condition of the Purchaser, or (ii) impair the ability of the Purchaser to perform its material obligations under this Agreement.

 

3.2 Common Stock.

 

The Common Stock, when issued in connection with this Agreement and the other Transactional Agreements, will be duly authorized, validly issued, fully paid and nonassessable. The Purchaser will take all reasonable efforts subsequent to the Closing to cause the Parent Entity to issue and deliver to the Shareholders any portion of the Common Stock not delivered at Closing to the Shareholders in accordance with the terms of this Agreement.

 

 

 

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3.3 Authority; Binding Nature of Agreements.

 

(a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by the Purchaser in connection herewith have been duly authorized by all necessary corporate action on the part of the Purchaser and its board of directors.

 

(b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by the Purchaser constitute the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity.

 

(c) There is no pending Proceeding, and, to the Purchaser’s knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or the Purchaser’s ability to comply with or perform its obligations and covenants under the Transactional Agreements, and, to the knowledge of the Purchaser, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.

 

3.4 Non-contravention; Consents.

 

The execution and delivery of this Agreement and the other Transactional Agreements, and the consummation of the Exchange, by the Purchaser will not, directly or indirectly (with or without notice or lapse of time) contravene, conflict with or result in a material violation of (i) the Purchaser’s Certificate of Incorporation or Bylaws, or (ii) any resolution adopted by the Purchaser Board or any committee thereof or the stockholders of the Purchaser;

 

Except for Consents, filings or notices required under the state and federal securities laws or any other laws or regulations or as otherwise contemplated in this Agreement and the other Transactional Agreements, the Purchaser will not be required to make any filing with or give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement and the other Transactional Agreements or the consummation or performance of the Exchange.

 

3.5 Compliance with Applicable Law.

 

Results of operations or financial condition of the Purchaser, to the Purchaser’s knowledge the Purchaser holds all Governmental Authorizations necessary for the lawful conduct of its business under and pursuant to, and the business of the Purchaser is not being conducted in violation of, any Governmental Authorization applicable to the Purchaser.

 

3.6 Complete Copies of Requested Reports.

 

The Purchaser has delivered or made available true and complete copies of each document that has been reasonably requested by the Seller or the Shareholders.

 

3.7 Full Disclosure.

 

Neither this Agreement (including all Schedules and exhibits hereto) nor any of the Transactional Agreements contemplated to be executed and delivered by the Purchaser in connection with this Agreement contains any untrue statement of material fact; and none of such documents omits to state any material fact necessary to make any of the representations, warranties or other statements or information contained therein not misleading.

 

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ARTICLE IV.

 

COVENANTS OF SELLER

 

4.1 Access and Investigation.

 

The Seller shall ensure that, at all times during the Pre-Closing Period:

 

(a) The Seller and their Representatives provide the Purchaser and its Representatives access, at reasonable times and with twenty-four (24) hours’ notice from the Purchaser to the Seller, to all of the premises and assets of the Underlying Asset, to all existing books, records, Tax Returns, work papers and other documents and information relating to the Seller, and to responsible officers and employees of the Seller, and the Seller and its Representatives provide the Purchaser and its Representatives with copies of such existing books, records, Tax Returns, work papers and other documents and information relating to the Underlying Asset as the Purchaser may request in good faith;

 

(b) Each of the Seller and its Representatives confer regularly with the Purchaser upon its request, concerning operational matters and otherwise report regularly (not less than semi-monthly and as the Purchaser may otherwise request) to the Purchaser and discuss with the Purchaser and its Representatives concerning the status of the business, condition, assets, liabilities, operations, and financial performance of the Underlying Asset , and promptly notify the Purchaser of any material change in the business, condition, assets, liabilities, operations, and financial performance of the Underlying Asset , or any event reasonably likely to lead to any such change.

 

4.2 Operation of the Business.

 

The Seller or Underlying Asset shall ensure that, during the Pre-Closing Period:

 

(a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement;

 

(b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying Asset;

 

(c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities;

 

(d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities;

 

(e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;

 

(f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity;

 

(g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees;

 

(h) It does not change any of its methods of accounting or accounting practices in any respect;

 

(i) It does not make any Tax election;

 

 

 

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(j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding;

 

(k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property;

 

(l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due;

 

(m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology;

 

(n) It does not hire any new officer-level employee;

 

(o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required in the Ordinary Course of Business;

 

(p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and

 

(q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

 

4.3 Filings and Consents; Cooperation.

 

The Seller or Underlying Asset shall ensure that:

 

(a) Each filing or notice required to be made or given (pursuant to any applicable Law, Order or contract, or otherwise) by the Underlying Asset or the Shareholders in connection with the execution and delivery of any of the Transactional Agreements, or in connection with the consummation or performance of the Exchange, is made or given as soon as possible after the date of this Agreement;

 

(b) Each Consent required to be obtained (pursuant to any applicable Law, Order or contract, or otherwise) by the Underlying Asset or the Shareholders in connection with the execution and delivery of any of the Transactional Agreements, or in connection with the consummation or performance of the Exchange, is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date;

 

(c) It promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by the Underlying Asset during the Pre-Closing Period; and

 

(d) During the Pre-Closing Period, it and its Representatives cooperate with the Purchaser and the Purchaser’s Representatives, and prepare and make available such documents and take such other actions as the Purchaser may request in good faith, in connection with any filing, notice or Consent that the Purchaser is required or elects to make, give or obtain.

 

4.4 Notification; Updates to Disclosure Schedules.

 

 

 

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(a) During the Pre-Closing Period, the Seller or Underlying Asset shall promptly notify the Purchaser in writing of:

 

(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;

 

(ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement (except as a result of actions taken pursuant to the express written consent of the Purchaser) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;

 

(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the Seller or Underlying Asset Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Seller or Underlying Asset Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then the Seller, as applicable, shall promptly deliver to the Purchaser an update to the Seller or Underlying Asset Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).

 

(c) It will promptly update any relevant and material information provided to the Purchaser after the date hereof pursuant to the terms of this Agreement.

 

4.5 Commercially Reasonable Efforts.

 

During the Pre-Closing Period, the Seller and/or Underlying Asset shall use its commercially reasonable efforts to cause the conditions set forth in Article VI and Article VII to be satisfied on a timely basis and so that the Closing can take place on or before Closing Date, in accordance with Section 1.5, and shall not take any action or omit to take any action, the taking or omission of which would or could reasonably be expected to result in any of the representations and warranties of the Seller and/or Underlying Asset set forth in this Agreement becoming untrue, or in any of the conditions of Closing set forth in Article VI or Article VII not being satisfied.

 

4.6 Confidentiality; Publicity.

 

The Seller and/or Underlying Asset shall ensure that:

 

(a) It and its Representatives keep strictly confidential the existence and terms of this Agreement prior to the issuance or dissemination of any mutually agreed upon press release or other disclosure of the Exchange; and

 

(b) neither it nor any of its Representatives issues or disseminates any press release or other publicity or otherwise makes any disclosure of any nature (to any of its suppliers, customers, landlords, creditors or employees or to any other Person) regarding any of the Exchange; except in each case to the extent that it is required by law to make any such disclosure regarding such transactions or as separately agreed by the parties; provided, however, that if it is required by law to make any such disclosure, the Seller or Underlying Asset advises the Purchaser, at least five business days before making such disclosure, of the nature and content of the intended disclosure.

 

 

 

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4.7 Non-compete; Nonsolicitation.

 

a.                Each of the Seller and the Shareholders agrees that it will not, directly or indirectly (including through its Affiliates) (as such term is defined in Rule 405 of the Commission under the Securities Act), engage in, assist (financially or otherwise), render services to, or perform any activity that is competitive with the business of the Underlying Asset or substantially similar to the services rendered or the activities performed by such Shareholder or the Seller for the Underlying Asset in the capacity of a shareholder, officer, director or other management personnel, whether as an employee or an independent contractor (the “Protected Activities”). Notwithstanding the foregoing, each of the Shareholders and the Seller may own, directly or indirectly, an aggregate of no more than one percent (1%) of the outstanding stock or other equity interest of or in any publicly traded corporation or other business enterprise that engages in the Protected Activities, provided that such participation therein is solely as a passive investor and does not include any role, as applicable, as director, officer, manager or other service provider.

 

b.               From the Closing Date until the second anniversary of thereof, neither the Seller nor any Shareholder will, without the prior written consent of the Purchaser, directly, indirectly (including through his, her or its Affiliates (as such term is defined in Rule 405 of the Commission under the Securities Act)) or as an agent on behalf of or in conjunction with any person, firm, partnership, corporation or other entity: (a) hire, solicit, encourage the resignation of, or in any other manner seek to engage or employ, any person who, as of the Agreement Date or at any time during the six (6) month period prior thereto, was an employee, consultant, agent or representative of the Underlying Asset and was engaged in the Business, whether or not for compensation and whether as an officer, employee, consultant, adviser, independent sales representative, vendor, independent contractor or participant (provided, however, that if any such employee is hired by the Purchaser and thereafter terminated by the Purchaser, then the Seller or Shareholders may hire such person), or (b) contact, solicit, service or otherwise have any dealings with any person or entity with whom the Purchaser has a then-current business relationship in connection with the Protected Activities or if such contact, solicitation or other dealings could reasonably be expected to adversely impact the Purchaser’s relationship with such person or entity.

 

4.8 Other Terms and Conditions.

 

The Seller and/or Underlying Asset undertakes to comply with the Seller Additional Undertakings set forth in the Confirmation.

 

ARTICLE V.

 

COVENANTS OF THE PURCHASER

 

5.1 Notification.

 

During the Pre-Closing Period, the Purchaser shall promptly notify the Seller in writing of:

 

(a) the discovery by the Purchaser of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by the Purchaser in this Agreement; and,

 

(b) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement (except as a result of actions taken pursuant to the written consent of the Seller) and that is contrary to any representation or warranty made by the Purchaser in this Agreement;

 

5.2 Filings and Consents; Cooperation.

 

The Purchaser shall ensure that:

 

(a) Each filing or notice required to be made or given (pursuant to any applicable Law, Order or contract, or otherwise) by the Purchaser in connection with the execution and delivery of any of the Transactional Agreements, or in connection with the consummation or performance of the Exchange, is made or given as soon as possible after the date of this Agreement;

 

 

 

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(b) Each Consent required to be obtained (pursuant to any applicable Law, Order or contract, or otherwise) by the Purchaser in connection with the execution and delivery of any of the Transactional Agreements, or in connection with the consummation or performance of the Exchange, is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date;

 

(c) During the Pre-Closing Period, the Purchaser and its Representatives cooperate with the Seller and their Representatives, and prepare and make available such documents and take such other actions as the Seller may request in good faith, in connection with any filing, notice or Consent that the Seller is required or elects to make, give or obtain.

 

5.3 Commercially Reasonable Efforts.

 

During the Pre-Closing Period, the Purchaser shall use its commercially reasonable efforts to cause the conditions set forth in Article VI and Article VII to be satisfied on a timely basis and so that the Closing can take place on or before the Closing Date, or as soon thereafter as is reasonably practical, in accordance with Section 1.5, and shall not take any action or omit to take any action, the taking or omission of which would or could reasonably be expected to result in any of the representations and warranties or the Purchaser set forth in this Agreement becoming untrue or in any of the conditions of closing set forth in Article VI or Article VII not being satisfied.

 

5.4 Disclosure of Confidential Information.

 

(a) Each party shall hold and shall cause their respective representatives to hold in strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all documents and information concerning the other party furnished to it by such other party or its representatives in connection with the transactions contemplated by this Agreement, including in each case the existence of the Agreement and the transactions contemplated hereby or any negotiations or discussions with respect thereto (except to the extent that such information can be shown to have been (a) previously known by the party to which it was furnished, (b) in the public domain through no fault of such party or (c) later lawfully acquired from other sources, which source is not the agent of the other party, by the party to which it was furnished), and each party shall not release or disclose such information to any other person, except its representatives in connection with this Agreement. In the event that any party believes that it is required to disclose any such confidential information pursuant to applicable Laws, such party shall give timely written notice to the other party so that such party may have an opportunity to obtain a protective order or other appropriate relief. Each party shall be deemed to have satisfied its obligations to hold confidential information concerning or supplied by the other party if it exercises the same care as it takes to preserve confidentiality for its own similar information.

 

(b) Save and except for transfer of rights expressly provided for under this Agreement, all Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights.

 

(c) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use.

 

(d) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

 

 

 

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5.5 Indemnification.

 

(a) Each of the Seller and the Shareholders, jointly and severally, each shall defend, indemnify and hold harmless the Purchaser, and its respective employees, officers, directors, stockholders, controlling persons, affiliates, agents, successors and assigns (collectively, the “Purchaser Indemnified Persons”), and shall reimburse the Purchaser Indemnified Person, for, from and against any loss, liability, claim, damage, expense (including costs of investigation and defence and reasonable attorneys’ fees) or diminution of value, whether or not involving a third-party claim (collectively, “Damages”), directly or indirectly, relating to, resulting from or arising out of:

 

(i) any untrue representations, misrepresentations or breach of warranty by or of the Seller , the Underlying Asset or the Shareholders contained in or pursuant to this Agreement, and the Seller or Underlying Asset Disclosure Schedule; (ii) any breach or nonfulfillment of any covenant, agreement or other obligation by or of the Underlying Asset, Seller or the Shareholders (only to the extent made or occurring prior to or at the Closing) contained in or pursuant to this Agreement, the Transaction Agreements executed by the Seller or any of the Shareholders in their individual capacity, the Seller or Underlying Asset Disclosure Schedule, or any of the other agreements, documents, schedules or exhibits to be entered into by the Seller or any of the Shareholders in their individual capacity pursuant to or in connection with this Agreement;

 

(ii) all of Pre-Closing liabilities of the Seller, the Underlying Asset or the Shareholders; and

 

(iii) any liability, claim, action or proceeding of any kind whatsoever, whether instituted or commenced prior to or after the Closing Date, which directly or indirectly relates to, arises or results from, or occurs in connection with facts or circumstances relating to the conduct of business of the Underlying Asset or the assets of the Underlying Asset, or events or circumstances existing on or prior to the Closing Date.

 

(b) Promptly after receipt by an indemnified Party under Section 5.6 of this Agreement of notice of a claim against it (“Claim”), such indemnified Party shall, if a claim is to be made against an indemnifying Party under such Section, give notice to the indemnifying Party of such Claim, but the failure to so notify the indemnifying Party will not relieve the indemnifying Party of any liability that it may have to any indemnified Party, except to the extent that the indemnifying Party demonstrates that the defence of such action is prejudiced by the indemnified Party’s failure to give such notice.

 

(c) A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party from whom indemnification is sought.

 

5.6 Other Terms and Conditions.

 

The Purchaser undertakes to comply with the Purchaser Additional Undertakings set forth in the Confirmation.

 

ARTICLE VI.

 

CLOSING CONDITIONS OF THE PURCHASER

 

The Purchaser’s obligations to affect the Closing and consummate the Exchange are subject to the satisfaction of each of the following conditions:

 

6.1 Accuracy of Representations and Warranties.

 

The representations and warranties of the Seller, the Underlying Asset and the Shareholders in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing. The Seller, the Underlying Asset and the Shareholders shall have performed all obligations in this Agreement required to be performed or observed by them on or prior to the Closing.

 

 

 

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6.2 Additional Conditions to Closing.

 

(a) All necessary approvals under federal and state securities laws and other authorizations relating to the issuance of the Common Stock shall have been received.

 

(b) No preliminary or permanent injunction or other order by any federal, state or foreign court of competent jurisdiction which prohibits the consummation of the Exchange shall have been issued and remain in effect. No statute, rule, regulation, executive order, stay, decree, or judgment shall have been enacted, entered, issued, promulgated or enforced by any court or governmental authority which prohibits or restricts the consummation of the Exchange. All authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods imposed by, any Governmental Body which are necessary for the consummation of the Exchange, other than those the failure to obtain which would not materially adversely affect the consummation of the Exchange or in the aggregate have a material adverse effect on the Parent Entity, the Purchaser and its subsidiaries, taken as a whole, shall have been filed, occurred or been obtained (all such permits, approvals, filings and consents and the lapse of all such waiting periods being referred to as the “Requisite Regulatory Approvals”) and all such Requisite Regulatory Approvals shall be in full force and effect.

 

(c) There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Exchange, by any Governmental Body which, in connection with the grant of a Requisite Regulatory Approval, imposes any material condition or material restriction upon the Purchaser or the Parent Entity or the Underlying Asset, including, without limitation, requirements relating to the disposition of assets, which in any such case would so materially adversely impact the economic or business benefits of the Exchange as to render inadvisable the consummation of the Exchange.

 

6.3 Performance of Agreements.

 

The Seller or the Shareholders, as the case may be, shall have executed and delivered each of the agreements, instruments and documents required to be executed and delivered, and performed all actions required to be performed by the Seller, the Underlying Asset or any of the Shareholders, as the case may be, pursuant to this Agreement, except as the Purchaser has otherwise consented in writing.

 

6.4 Consents.

 

Each of the Consents identified or required to have been identified in the Seller or the Underlying Asset Disclosure Schedule shall have been obtained and shall be in full force and effect, other than those Consents, which have been expressly waived by the Purchaser.

 

6.5 No Material Adverse Change and Satisfactory Due Diligence.

 

There shall not have been any material adverse change in the business, condition, assets, liabilities, operations or financial performance of the Underlying Asset since the date of this Agreement as determined by the Purchaser in its discretion. The Purchaser shall be satisfied in all respects with the results of its due diligence review of the or Underlying Asset.

 

6.6 Seller Closing Certificate.

 

In addition to the documents required to be received under this Agreement, the Purchaser shall also have received the following documents:

 

(a) copies of resolutions of the Seller, certified by a Secretary, Assistant Secretary or other appropriate officer of the Seller, authorizing the execution, delivery and performance of this Agreement and other Transactional Agreements;

 

 

 

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(b) good standing certificate of the Seller; and

 

(c) such other documents as the Purchaser may request in good faith for the purpose of (i) evidencing the accuracy of any representation or warranty made by the Seller or Underlying Asset, (ii) evidencing the compliance by the Seller or Underlying Asset, or the performance by the Seller or Underlying Asset of, any covenant or obligation set forth in this Agreement or any of the other Transactional Agreements, (iii) evidencing the satisfaction of any condition set forth in Article VII or this Article VI, or (iv) otherwise facilitating the consummation or performance of the Exchange.

 

6.7 Transactional Agreements.

 

Each Person (other than the Purchaser) shall have executed and delivered prior to or on the Closing Date all Transactional Agreements to which it is to be a party.

 

6.8 Delivery of Stock Certificates, Minute Book and Corporate Seal.

 

The Shareholders shall have delivered to the Purchaser the stock books, stock ledgers, minute books and corporate seals of the Underlying Asset.

 

 

 

ARTICLE VII.

 

CLOSING CONDITIONS OF THE SHAREHOLDERS

 

The Shareholders’ obligations to affect the Closing and consummate the Exchange are subject to the satisfaction of each of the following conditions:

 

7.1 Accuracy of Representations and Warranties.

 

The representations and warranties of the Purchaser in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing and the Purchaser shall have performed all obligations in this Agreement required to be performed or observed by them on or prior to the Closing.

 

7.2 Additional Conditions to Closing.

 

(a) All necessary approvals under federal and state securities laws and other authorizations relating to the issuance and transfer of the Common Stock by the Parent Entity and the transfer of the Shares by the Seller shall have been received.

 

(b) No preliminary or permanent injunction or other order by any federal, state or foreign court of competent jurisdiction which prohibits the consummation of the Exchange shall have been issued and remain in effect. No statute, rule, regulation, executive order, stay, decree, or judgment shall have been enacted, entered, issued, promulgated or enforced by any court or governmental authority which prohibits or restricts the consummation of the Exchange. All Requisite Regulatory Approvals shall have been filed, occurred or been obtained and all such Requisite Regulatory Approvals shall be in full force and effect.

 

(c) There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Exchange, by any federal or state Governmental Body which, in connection with the grant of a Requisite Regulatory Approval, imposes any condition or restriction upon the Surviving Corporation or its subsidiaries (or, in the case of any disposition of assets required in connection with such Requisite Regulatory Approval, upon the Purchaser, its subsidiaries, the Seller or any of their subsidiaries), including, without limitation, requirements relating to the disposition of assets, which in any such case would so materially adversely impact the economic or business benefits of the Exchange as to render inadvisable the consummation of the Exchange.

 

 

 

  20  

 

 

7.3 Purchaser Closing Certificates.

 

The Shareholders shall have received the following documents:

 

(a) copies of resolutions of the Purchaser, certified by a Secretary, Assistant Secretary or other appropriate officer of the Purchaser, authorizing the execution, delivery and performance of the Transactional Agreements and the Exchange;

 

(b) good standing certificates from the British Virgin Islands; and

 

(c) such other documents as the Seller may request in good faith for the purpose of (i) evidencing the accuracy of any representation or warranty made by the Purchaser, (ii) evidencing the compliance by the Purchaser with, or the performance by the Purchaser of, any covenant or obligation set forth in this Agreement or any of the other Transactional Agreements, (iii) evidencing the satisfaction of any condition set forth in Article VI or this Article VII, or (iv) otherwise facilitating the consummation or performance of the Exchange.

 

7.4 Performance of Agreements.

 

The Purchaser shall have executed and delivered each of the agreements, instruments and documents required to be executed and delivered, and performed all actions required by the Purchaser pursuant to this Agreement, except as the Seller and the Shareholders have otherwise consented in writing.

 

7.5 Consents.

 

Each of the Consents identified or required to have been identified in Section 3.4 shall have been obtained and shall be in full force and effect, other than those Consents the absence of which shall not have a material adverse effect on the Purchaser.

 

ARTICLE VIII.

 

FURTHER ASSURANCES

 

Each of the parties hereto agrees that it will, from time to time after the date of the Agreement, execute and deliver such other certificates, documents and instruments and take such other action as may be reasonably requested by the other party to carry out the actions and transactions contemplated by this Agreement, including the closing conditions described in Articles VI and VII. The Seller and the Shareholders shall reasonably cooperate with the Purchaser in its obtaining of the books and records of the Underlying Asset, or in preparing any solicitation materials to be sent to the shareholders of the Purchaser in connection with the approval of the Exchange and the transactions contemplated by the Transactional Agreements.

 

ARTICLE IX.

 

TERMINATION

 

9.1 Termination.

 

This Agreement may be terminated and the Exchange abandoned at any time prior to the Closing Date:

 

(a) by mutual written consent of the Purchaser, the Seller and the Shareholders;

 

(b) by either the Purchaser, the Seller and the Shareholders if (i) there is a material Breach of any covenant or obligation by any party; provided, however, that if such Breach or Breaches are capable of being cured prior to the Closing Date, such Breach or Breaches shall not have been cured within 10 days of delivery of the written notice of such Breach;

 

 

 

  21  

 

 

(c) by the Purchaser if the Closing has not taken place on or before the Closing Date, (except if as a result of any failure on the part of the Purchaser to comply with or perform its covenants and obligations under this Agreement or in any other Transactional Agreement);

 

(d) by the Seller if the Closing has not taken place on or before the Closing Date (except if as a result of the failure on the part of the Seller or the Shareholders to comply with or perform any covenant or obligation set forth in this Agreement or in any other Transactional Agreement);

 

(e) by the Purchaser or its subsidiaries, on the one hand or the Seller, on the other hand, if any court of competent jurisdiction in the United States or other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Exchange and such order, decree, ruling or any other action shall have become final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (f) shall have used all commercially reasonable efforts to remove such order, decree or ruling; or

 

(f) The parties hereby agree and acknowledge that a breach of the provisions of Articles 4.1, 4.2, 4.3, 4.4 and 4.6 are, without limitation, material Breaches of this Agreement.

 

9.2 Termination Procedures.

 

If the Purchaser wishes to terminate this Agreement pursuant to Section 9.1, the Purchaser shall deliver to the Shareholders and the Seller a written notice stating that the Purchaser is terminating this Agreement and setting forth a brief description of the basis on which the Purchaser is terminating this Agreement. If the Seller wishes to terminate this Agreement pursuant to Section 9.1, the Seller shall deliver to the Purchaser a written notice stating that the Seller is terminating this Agreement and setting forth a brief description of the basis on which the Seller is terminating this Agreement.

 

9.3 Effect of Termination.

 

In the event of termination of this Agreement as provided above, this Agreement shall forthwith have no further effect. Except for a termination resulting from a Breach by a party to this Agreement, there shall be no liability or obligation on the part of any party hereto. In the event of a breach, the remedies of the non-breaching party shall be to seek damages from the breaching party or to obtain an order for specific performance, in addition to or in lieu of other remedies provided herein. Upon request after termination, each party will redeliver or, at the option of the party receiving such request, destroy all reports, work papers and other material of any other party relating to the Exchange, whether obtained before or after the execution hereof, to the party furnishing same; provided, however, that the Seller and the Shareholders shall, in all events, remain bound by and continue to be subject to Section 4.6 and all parties shall in all events remain bound by and continue to be subject to Section 5.4 and 5.5.

 

Notwithstanding the above, both the Purchaser, on the one hand, and the Seller and the Shareholders, on the other hand, shall be entitled to announce the termination of this Agreement by means of a mutually acceptable press release.

 

ARTICLE X.

 

MISCELLANEOUS

 

10.1 Survival of Representations and Warranties.

 

All representations and warranties of the Seller, the Underlying Asset and the Shareholders in this Agreement and the Seller or Underlying Asset Disclosure Schedule shall survive indefinitely. The right to indemnification, reimbursement or other remedy based on such representations and warranties will not be affected by any investigation conducted by the parties.

 

10.2 Expenses.

 

Except as otherwise set forth herein, each of the parties to the Exchange shall bear its own expenses incurred in connection with the negotiation and consummation of the transactions contemplated by this Agreement.

 

 

 

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10.3 Entire Agreement.

 

This Agreement and the other Transactional Agreements contain the entire agreement of the parties hereto, and supersede any prior written or oral agreements between them concerning the subject matter contained herein, or therein. There are no representations, agreements, arrangements or understandings, oral or written, between the parties to this Agreement, relating to the subject matter contained in this Agreement and the other Transaction Agreements, which are not fully expressed herein or therein. The schedules and each exhibit attached to this Agreement or delivered pursuant to this Agreement are incorporated herein by this reference and constitute a part of this Agreement.

 

10.4 Counterparts.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

 

 

 

10.5 Descriptive Headings.

 

The Article and Section headings in this Agreement are for convenience only and shall not affect the meanings or construction of any provision of this Agreement.

 

10.6 Notices.

 

Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficiently given on the earlier to occur of the date of personal delivery, the date of receipt or three (3) days after posting by overnight courier or registered or certified mail, postage prepaid, addressed as follows:

 

If to the Purchaser: As set out in the Confirmation.

 

If to the Seller: As set out in the Confirmation.

 

If to the Shareholders: Address of Shareholders as set out in the Confirmation.

 

To such address or addresses as a party shall have previously designated by notice to the sender given in accordance with this section.

 

10.7 Choice of Law and Forum

 

This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada without regard to choice of law principles. Any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Agreement, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it (a “Dispute”), shall be referred to and finally resolved by arbitration located in Hong Kong. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre Administrated Arbitration Rules (“the Rules”). Capitalized terms used in this Section which are not otherwise defined in this Agreement have the meaning given to them in the Rules. The arbitral tribunal shall consist of three arbitrators. The members of the arbitral tribunal shall be appointed in accordance with the Rules. The seat, or legal place of arbitration, shall be Hong Kong. The language used in the arbitral proceedings shall be English.

 

 

 

  23  

 

 

10.8 Binding Effect; Benefits.

 

This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties or their respective successors and permitted assigns, the Shareholders and other Persons expressly referred to herein, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

 

10.9 Assignability.

 

Neither this Agreement nor any of the parties’ rights hereunder shall be assignable by any party without the prior written consent of the other parties and any attempted assignment without such consent shall be void.

 

10.10 Waiver and Amendment.

 

Any term or provision of this Agreement may be waived at any time by the party, which is entitled to the benefits thereof. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. The parties may, by mutual agreement in writing, amend this Agreement in any respect. The Seller and the Shareholders hereby acknowledge their intent that this Agreement includes as a party any holder of capital stock in the Seller at the time of Closing. The Purchaser, the Seller and the Shareholders therefore agree that this Agreement may be amended, without the further consent of any party to this Agreement, (i) to add as a new Shareholder any existing shareholder of the Seller and (ii) to modify the Confirmation to reflect the addition of such shareholder.

 

10.11 Severability.

 

If any provision of this Agreement is held invalid or unenforceable by arbitration, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

 

10.12 Construction.

 

In executing this Agreement, the parties severally acknowledge and represent that each: (a) has fully and carefully read and considered this Agreement; (b) has or has had the opportunity to consult independent legal counsel regarding the legal effect and meaning of this document and all terms and conditions hereof; (c) has been afforded the opportunity to negotiate as to any and all terms hereof; and (d) is executing this Agreement voluntarily, free from any influence, coercion or duress of any kind. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

 

 

 

  24  

 

 

EXHIBIT

 

OTHER DEFINITIONS

 

For purposes of the Agreement (including this Exhibit):

 

Agreement. “Agreement” shall mean the Share Exchange Agreement to which this Exhibit is attached (including all Disclosure Schedules and all Exhibits), as it may be amended from time to time.

 

Approved Plans. “Approved Plans” shall mean a stock option or similar plan for the benefit of employees or others, which has been approved by the shareholders of the Seller.

 

Breach. There shall be deemed to be a “Breach” of a representation, warranty, covenant, obligation or other provision if there is or has been any inaccuracy in or breach of, or any failure to comply with or perform, such representation, warranty, covenant, obligation or other provision.

 

Certificates. “Certificates” shall have the meaning specified in Section 1.3 of the Agreement.

 

Closing. “Closing” shall have the meaning specified in Section 1.5 of the Agreement.

 

Code. “Code” shall mean the Internal Revenue Code of 1986 or any successor law, and regulations issued by the IRS pursuant to the Internal Revenue Code or any successor law.

 

Confidential Information. “Confidential Information” shall mean all non public information disclosed by one party or its agents (the “Disclosing Party”) to the other party or its agents (the “Receiving Party”) that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation (i) non public information relating to the Disclosing Party’s technology, customers, vendors, suppliers, business plans, intellectual property, promotional and marketing activities, finances, agreements, transactions, financial information and other business affairs, and (ii) third-party information that the Disclosing Party is obligated to keep confidential.

 

Confidential Information does not include any information that (i) is or becomes publicly available without breach of this Agreement, (ii) can be shown by documentation to have been known to the Receiving Party at the time of its receipt from the Disclosing Party, (iii) is received from a third party who, to the knowledge of the Receiving Party, did not acquire or disclose such information by a wrongful or tortious act, or (iv) can be shown by documentation to have been independently developed by the Receiving Party without reference to any Confidential Information.

 

Consent. “Consent” shall mean any approval, consent, ratification, permission, waiver or authorization (including any Governmental Authorization).

 

Disclosure Schedule Update. “Disclosure Schedule Update” shall have the meaning specified in Section 4.4 of the Agreement.

 

Entity. “Entity” shall mean any corporation (including any nonprofit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, cooperative, foundation, society, political party, union, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization or entity.

 

Environmental Laws. “Environmental Laws” shall mean any Law or other requirement relating to the protection of the environment, health, or safety from the release or disposal of hazardous materials.

 

Environmental Permit. “Environmental Permit” means all licenses, permits, authorizations, approvals, franchises and rights required under any applicable Environmental Law or Order.

 

 

 

  25  

 

 

Equity Securities. “Equity Security” shall mean any stock or similar security, including, without limitation, securities containing equity features and securities containing profit participation features, or any security convertible into or exchangeable for, with or without consideration, any stock or similar security, or any security carrying any warrant, right or option to subscribe to or purchase any shares of capital stock, or any such warrant or right.

 

Exchange Act. “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

 

GAAP. “GAAP” shall mean United States Generally Accepted Accounting Principles, applied on a consistent basis.

 

Governmental Authorization. “Governmental Authorization” shall mean any:

 

(a) permit, license, certificate, franchise, concession, approval, consent, ratification, permission, clearance, confirmation, endorsement, waiver, certification, designation, rating, registration, qualification or authorization that is issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Law; or

 

(b) right under any contract with any Governmental Body.

 

Governmental Body. “Governmental Body” shall mean any:

 

(a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature;

 

(b) federal, state, local, municipal, foreign or other government;

 

(c) governmental or quasi-governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Entity and any court or other tribunal); or

 

(d) individual, Entity or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature, including any court, arbitrator, administrative agency or commissioner, or other governmental authority or instrumentality.

 

Indebtedness. “Indebtedness” shall mean any obligation, contingent or otherwise. Any obligation secured by a Lien on, or payable out of the proceeds of, or production from, property of the relevant party will be deemed to be Indebtedness.

 

Intellectual Property. “Intellectual Property” means all industrial and intellectual property, including, without limitation, all U.S. and non-U.S. patents, patent applications, patent rights, trademarks, trademark applications, common law trademarks, Internet domain names, trade names, service marks, service mark applications, common law service marks, and the goodwill associated therewith, copyrights, in both published and unpublished works, whether registered or unregistered, copyright applications, franchises, licenses, know-how, trade secrets, technical data, designs, customer lists, confidential and proprietary information, processes and formulae, all computer software programs or applications, layouts, inventions, development tools and all documentation and media constituting, describing or relating to the above, including manuals, memoranda, and records, whether such intellectual property has been created, applied for or obtained anywhere throughout the world.

 

Knowledge. A corporation shall be deemed to have “knowledge” of a particular fact or matter only if a director or officer of such corporation has, had or should have had knowledge of such fact or matter.

 

Laws. “Laws” means, with respect to any Person, any U.S. or non-U.S. federal, national, state, provincial, local, municipal, international, multinational or other law (including common law), constitution, statute, code, ordinance, rule, regulation or treaty applicable to such Person.

 

 

 

  26  

 

 

Lien. “Lien” shall mean any mortgage, pledge, security interest, encumbrance, lien or charge, right of first refusal, encumbrance or other adverse claim or interest of any kind, including, without limitation, any conditional sale or other title retention agreement, any lease in the nature thereof and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction and including any lien or charge arising by Law.

 

Material Adverse Effect. “Material Adverse Effect” means any change, effect or circumstance which, individually or in the aggregate, would reasonably be expected to (a) have a material adverse effect on the business, assets, financial condition or results of operations of the affected party, in each case taken as a whole or (b) materially impair the ability of the affected party to perform its obligations under this Agreement and the Transaction Agreements, excluding any change, effect or circumstance resulting from (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement, (ii) changes in the United States securities markets generally, or (iii) changes in general economic, currency exchange rate, political or regulatory conditions in industries in which the affected party operates.

 

Material Contract. “Material Contract” means any and all agreements, contracts, arrangements, understandings, leases, commitments or otherwise, providing for potential payments by or to the company in excess of USD1,000, and the amendments, supplements and modifications thereto.

 

Order. “Order” shall mean any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any Governmental Body.

 

Ordinary Course of Business. “Ordinary Course of Business” shall mean an action taken by the Seller if (i) such action is taken in normal operation, consistent with past practices, (ii) such action is not required to be authorized by the Shareholders, Board of Directors or any committee of the Board of the Directors or other governing body of the Seller and (iii) does not require any separate or special authorization or consent of any nature by any Governmental Body or third party.

 

Permitted Liens. “Permitted Liens” shall mean (a) Liens for Taxes not yet payable or in respect of which the validity thereof is being contested in good faith by appropriate proceedings and for the payment of which the relevant party has made adequate reserves; (b) Liens in respect of pledges or deposits under workmen’s compensation laws or similar legislation, carriers, warehousemen, mechanics, laborers and materialmen and similar Liens, if the obligations secured by such Liens are not then delinquent or are being contested in good faith by appropriate proceedings conducted and for the payment of which the relevant party has made adequate reserves; and (c) statutory Liens incidental to the conduct of the business of the relevant party which were not incurred in connection with the borrowing of money or the obtaining of advances or credits and that do not in the aggregate materially detract from the value of its property or materially impair the use thereof in the operation of its business.

 

Person. “Person” shall mean any individual, Entity or Governmental Body.

 

Pre-Closing Period. “Pre-Closing Period” shall mean the period commencing as of the date of the Agreement and ending on the Closing Date.

 

Proceeding. “Proceeding” shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding and any informal proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination or investigation, commenced, brought, conducted or heard by or before, or otherwise has involved, any Governmental Body or any arbitrator or arbitration panel.

 

Representatives. “Representatives” of a specified party shall mean officers, directors, employees, attorneys, accountants, advisors and representatives of such party, including, without limitation, all subsidiaries of such specified party, and all such Persons with respect to such subsidiaries. The Related Persons of the Seller shall be deemed to be “Representatives” of the Seller, as applicable.

 

SEC. “SEC” shall mean the United States Securities and Exchange Commission.

 

Securities Act. “Securities Act” shall mean the United States Securities Act of 1933, as amended.

 

 

 

  27  

 

 

Seller or Underlying Asset Disclosure Schedule. “Seller or Underlying Asset Disclosure Schedule” shall have the meaning specified in introduction to Article II of the Agreement.

 

Taxes. “Taxes” shall mean all foreign, federal, state or local taxes, charges, fees, levies, imposts, duties and other assessments, as applicable, including, but not limited to, any income, alternative minimum or add-on, estimated, gross income, gross receipts, sales, use, transfer, transactions, intangibles, ad valorem, value-added, franchise, registration, title, license, capital, paid-up capital, profits, withholding, payroll, employment, unemployment, excise, severance, stamp, occupation, premium, real property, recording, personal property, federal highway use, commercial rent, environmental (including, but not limited to, taxes under Section 59A of the Code) or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalties or additions to tax with respect to any of the foregoing; and “Tax” means any of the foregoing Taxes.

 

Tax Group. “Tax Group” shall mean any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Seller is now or was formerly a member.

 

Tax Return. “Tax Return” shall mean any return, declaration, report, claim for refund or credit, information return, statement or other similar document filed with any Governmental Body with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

 

Transaction Agreements. “Transactional Agreements” shall mean this Agreement and any agreement or document to be executed pursuant to this Agreement.

 

USD. “USD” shall mean the legal tender of the United States of America.

 

 

 

 

 

  28  

 

Exhibit 10.2

 

This Confirmation is dated the Signing Date (as defined below) and made between the Parties (as defined below) and constitutes a confirmation as described in the Share Exchange Agreement VERSION 2021001 (the “Master Agreement”), which is hereby incorporated into this Confirmation by reference and shall be read together with this Confirmation to form a single agreement. All terms defined in the Master Agreement shall, unless otherwise defined herein or the context requires otherwise, have the same meanings in this Confirmation.

 

Seller/Shareholder Number of
Shares of
Underlying Asset
Held by
Number of
Shares of
Underlying Asset
To Sell
Number of
Parent Entity
Common Stock
To Receive
Lee Ying Chiu Herbert 47,500 47,500 130,978,019,450
so han meng julian 2,500 2,500  8,708,462,003
TOTAL 50,000 50,000 139,686,481,453

 

 

KEY COMMERCIAL TERMS

 

1. Address of Shareholders” means Wickhams Cay 1, Road Town, Tortola, British Virgin Islands

 

2. Common Stock” means the ordinary shares of Bonanza Goldfields Corp

 

3. Closing Date” means 31 December 2021

 

4. Director Representative” means NA

 

5. Key Assets” means all goodwill, rights, Intellectual Property and all other tangible and intangible assets belonging to the Underlying Asset.

 

6. Majority Ownership” means 100% or as close as possible to but not less than 100%, ownership and voting rights in the Underlying Asset.

 

7. Parent Entity” means NA

 

8. Party” means each Shareholder and the Purchaser

 

9. Parties” means collectively Shareholders and the Purchaser

 

10. Purchaser” means BONANZA GOLDFIELDS CORP (NVID Company Number: NV20081298721), a company incorporated in the State of Nevada and having its office at Singapore Land Tower, 37th Floor, 50 Raffles Place, Singapore 048623

 

11. Purchaser Additional Undertakings” means NA

 

12. Relevant Number” means 139,686,481,453

 

13. Relevant Percentage” means 100%

 

14. Shareholder” means each Shareholder A and Shareholder B

 

15. "Shareholders" means collectively Shareholder A and Shareholder B

 

16. Shareholder A” means LEe ying chiu herbert, an individual with Hong Kong Passport number K04879215 and having his address at Flat B, 5/F, Tower 1, Ruby Court, 55 South Bay Road, Hong Kong

 

 

 

  1  

 

 

17. Shareholder B” means so han meng julian, an individual with Singapore Passport number E6243693H and having his address at 43 Lai Ping Road, Kau To Shan, Sha Tin, NT, Hong Kong

 

18. Signing Date” means 18 October 2021

 

19. Seller” means Shareholder A and/or Shareholder B

 

20. Seller Additional Undertakings” means NA

 

21. Underlying Asset” means Marvion Holdings Limited (BVI Company Number: 2070230), a company incorporated in British Virgin Islands and having its registered office at Wickhams Cay 1, Road Town, Tortola, British Virgin Islands

 

22. Underlying Asset Number” means 50,000

 

23. Underlying Asset Incorporation Date” means 22 July 2021

 

 

 

 

  2  

 

 

IN WITNESS WHEREOF, this Confirmation has been executed by the parties hereto as of the Signing Date.

 

 

SELLER:

SIGNED, SEALED and DELIVERED

as a Deed by

LEE YING CHIU HERBERT

)

)

)

)

)

)

)

)

 
Number of Shares to sell: 47,500  
Number of Common Stock to receive in exchange: 130,978,019,450  
       

 

SELLER:  

SIGNED, SEALED and DELIVERED

as a Deed by

SO HAN MENG JULIAN

 

)

)

)

)

)

)

)

)

 
Number of shares to sell: 2,500  
Number of Common Stock to receive in exchange: 8,708,462,003  
       

 

 

Purchaser:

SIGNED, SEALED and DELIVERED

as a Deed by

TAN TEE SOO

 

its director(s) or authorised signature(s) (duly authorised by resolution of the board of directors) for and on behalf of

Bonanza Goldfields Corp

)

)

)

)

)

)

)

)

 

 

 

 

  3  

Exhibit 21

 

SUBSIDIARIES

 

 

Name  

Place of incorporation

and kind of legal entity

 

Principal activities and

place of operation

 

Particulars of registered/paid

up share capital

 

Effective interest

held

                 
Marvion Holdings Limited   British Virgin Islands   Investment holding   50,000 ordinary shares at par value of US$1   100%
                 
Marvion Private Limited   Singapore   Corporate management and IT development in Singapore   1,000 ordinary shares at par value of S$1   100%
                 
Marvion Group Limited   British Virgin Islands   Procurement of media and entertainment in Singapore   50,000 ordinary shares at par value of US$1   100%
                 
Marvion (Hong Kong) Limited   Hong Kong   Corporate management in Hong Kong   1,000 ordinary shares for HK$1,000   100%
                 
Typerwise Limited   Hong Kong   Provision of financing, business development solutions & related professional services   10,000 ordinary shares for HK$10,000   100%