May 23, 2019
Brad J. Moynes
Chief Executive Officer
Digatrade Financial Corp
1500 West Georgia St., Suite 1300
Vancouver, British Columbia
Canada V6G-2Z4
Re: Digatrade Financial Corp
Annual Report on Form 20-F
Filed April 26, 2019
File No. 000-52145
Dear Mr. Moynes:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 20-F for Fiscal Year Ended December 31, 2018
Information about the Company, page 7
1. Please describe the material terms of your agreement with Mega Ideas
Holdings Limited,
including your rights with respect to the proprietary trading platform
and which party is
responsible for arranging, developing, and maintaining the technology
architecture of the
trading platform. File the agreement as an exhibit.
2. In regards to the proprietary trading platform or online retail trading
platform referenced
in this section, please revise your disclosures to address the following:
Provide an overview of each platform, how it is operated and who
operates it.
Specifically, discuss how each platform will bring together the
orders of multiple
buyers and sellers for cryptocurrencies or other digital assets and
identify the facility
or rules under which such orders will interact (e.g., order entry
processes, priority
Brad J. Moynes
FirstNameFinancial Corp J. Moynes
Digatrade LastNameBrad
Comapany NameDigatrade Financial Corp
May 23, 2019
May 23, 2019 Page 2
Page 2
FirstName LastName
rules, execution procedures);
Disclose the current stage of development of each platform and
whether revenues have
been generated from operation of the platform;
Discuss how the platforms comply with Rules 300 through 303 of
Regulation ATS.
Alternatively, please tell us if you intend to register each
platform as a national
securities exchange;
Disclose whether you or Mega Ideas Holdings Limited have registered,
or intend to
register, as broker-dealers under Section 15 of the `34 Act; and
Disclose whether any digital asset other than Bitcoin will trade on
each platform and
identify such cryptocurrencies or digital assets.
We may have additional comments following the review of your response.
3. We note disclosure that you are focused on developing blockchain
technology services
and building a profitable digital OTC trade desk for accredited
traders and institutions
seeking buyside exposure to cryptocurrency. You also state that you
are "exploring new
opportunities within the sector including Initial Coin Offerings
'ICO's', Digital Corporate
Finance 'DCF' and blockchain security protocol services." Please
revise to provide an
expanded description of your business activities that describes
clearly how you generate
revenues and incur expenses. For example, please explain in clear
language your
blockchain development services and the exchange and transaction
services, and material
aspects of your proprietary technology, if any, including tools and
processes.
Please also revise your Operating and Financial Review beginning on
page 9 to clearly
explain your investment and blockchain development activities, how you
plan to engage
in them, and the extent to which you have not yet begun such
operations. For example, it
is unclear to what extent you currently issue, hold or trade in
digital assets or
cryptocurrencies. Your revised disclosure should also clarify how you
plan to monetize
investments, digital assets and what material parameters, strategies
or criteria you intend
to use in determining how to monetize such assets.
4. Please describe the material terms of your agreement with Securter
Inc. For example, it
appears that Securter initially holds all 30 million of the
subsidiary's common shares; you
may own up to approximately 13 million common shares; you will
nominate 1 of 3
directors; and you must satisfy a significant funding condition.
Please also clarify
applicable termination provisions, your rights to the technology, and
who is responsible
for development.
5. Please describe your plans for the development of the Securter
technology, including the
stages of development, associated milestones, and approximate costs
incurred to date and
budgeted costs for the development of the technology. Explain how you
intend to finance
the development of the technology and intellectual property, given
your current financial
condition. Revise your use of proceeds disclosure to reflect clearly
your
development plans and the implications of not raising the full amount
of the offering.
Please file or incorporate by reference the agreement with Securter.
Brad J. Moynes
Digatrade Financial Corp
May 23, 2019
Page 3
Exhibit 99.1
Independent Auditors' Report, page 3
6. Since the report of your independent auditor indicates that their audits
were conducted in
accordance with standards of the Public Company Accounting Oversight
Board (United
States) ("PCAOB"), please revise to include an audit report that complies
with AS 3101 of
the PCAOB standards.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Joanna Lam at (202) 551-3476 or Linda Cvrkel at (202)
551-3813 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at (202) 551-3269 or Jim Lopez at (202) 551-3536 with any
other
questions.
Sincerely,
FirstName LastNameBrad J. Moynes Division of
Corporation Finance
Office of Beverages,
Apparel and
Comapany NameDigatrade Financial Corp
Mining
May 23, 2019 Page 3
cc: Christopher Tinen, Esq.
FirstName LastName