United States securities and exchange commission logo
November 23, 2021
Man Chung Chan
Chief Executive Officer
Bonanza Goldfields Corp.
37/F, Singapore Land Tower
50 Raffles Place
Singapore 048623
Re: Bonanza Goldfields
Corp.
Registration
Statement on Form 10-12G
Filed October 26,
2021
File No. 000-53612
Dear Mr. Chan:
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 and any amendment you may file in
response to these
comments, we may have additional comments.
Registration Statement on Form 10-12G filed October 26, 2021
Special Cautionary Notice Regarding Forward-Looking Statements, page ii
1. Please create a new
section titled Introductory Comment after your table of contents and
before this section to
highlight certain disclosure regarding your operations in Hong Kong.
2. Please disclose
prominently in the Introductory Comment section that you are not a Hong
Kong operating company
but a Nevada holding company with operations conducted by
your subsidiaries based
in Hong Kong and that this structure involves unique risks to
investors. Please
disclose that investors may never directly hold equity interests in the
Hong Kong operating
company. Your disclosure should make clear whether these risks
would likely result in
a material change in your operations and/or value of your securities,
including that it could
cause the value of such securities to significantly decline or become
Man Chung Chan
FirstName LastNameMan
Bonanza Goldfields Corp. Chung Chan
Comapany 23,
November NameBonanza
2021 Goldfields Corp.
November
Page 2 23, 2021 Page 2
FirstName LastName
worthless. Provide a cross-reference to your detailed discussion of
risks facing the
company as a result of this structure.
3. Provide prominent disclosure in the Introductory Comment section about
the legal and
operational risks associated with being based in or having the
majority of the company s
operations in Hong Kong and thereby subject to political and economic
influence from
China. Your disclosure should make clear whether these risks could
result in a material
change in your operations and/or the value of your securities or could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless. Your disclosure
should address how recent statements and regulatory actions by China
s government, such
as those related to data security or anti-monopoly concerns and China
s extension of
authority into Hong Kong, has or may impact the company s ability to
conduct its
business, accept foreign investments, or list on an U.S. or other
foreign exchange.
4. Clearly disclose in the Introductory Comment section how you will
refer to the holding
company and your subsidiaries when providing the disclosure throughout
the document so
that it is clear to investors which entity the disclosure is
referencing and which
subsidiaries or entities are conducting the business operations.
Disclose clearly the entity
(including the domicile) in which investors will have their interest.
5. Please include a risk factor summary in the Introductory Comment
section. In that
summary, please disclose the risks that your corporate structure and
being based in or
having the majority of the company s operations in Hong Kong poses
to investors. In
particular, describe the significant regulatory, liquidity, and
enforcement risks in light of
China s extension of authority into Hong Kong with cross-references
to the more detailed
discussion of these risks in this filing. For example, specifically
discuss risks arising from
the legal system in China, including risks and uncertainties regarding
the enforcement of
China s laws in Hong Kong and that rules and regulations in China
can change quickly
with little advance notice; and the risk that the Chinese government
may intervene or
influence your operations in Hong Kong at any time, or may exert more
control over
offerings conducted overseas and/or foreign investment in Hong
Kong-based issuers,
which could result in a material change in your operations and/or the
value of your
securities. Acknowledge any risks that any actions by the Chinese
government to exert
more oversight and control over offerings that are conducted overseas
and/or foreign
investment in Hong-Kong-based issuers could significantly limit or
completely hinder
your ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless.
6. In the Introductory Comment section, disclose each permission that you
or your
subsidiaries are required to obtain from Chinese authorities to
operate or issue future
securities to foreign investors. With respect to approvals to offer
securities to foreign
investors, disclose whether you have received such approvals and the
consequences to you
and your investors if you do not receive or maintain the approvals,
inadvertently conclude
that such approvals are not required, or applicable laws, regulations,
or interpretations
Man Chung Chan
FirstName LastNameMan
Bonanza Goldfields Corp. Chung Chan
Comapany 23,
November NameBonanza
2021 Goldfields Corp.
November
Page 3 23, 2021 Page 3
FirstName LastName
change and you are required to obtain approval in the future. State
whether you or your
subsidiaries are covered by permissions requirements from the CSRC,
CAC or any other
entity that is required to approve of your operations, and state
affirmatively whether you
have received all requisite permissions and whether any permissions
have been denied.
7. Provide a clear description of how cash is transferred through your
organization in the
Introductory Comment section. Quantify any cash flows and transfers of
other assets by
type that have occurred between the holding company, its subsidiaries,
and direction of
transfer. Quantify any dividends or distributions that a subsidiary
has made to the holding
company and which entity made such transfer, and their tax
consequences. Similarly
quantify dividends or distributions made to U.S. investors, the
source, and their tax
consequences. Describe any restrictions on foreign exchange and your
ability to transfer
cash between entities, across borders, and to U.S. investors. Describe
any restrictions and
limitations on your ability to distribute earnings from your
businesses, including
subsidiaries, to the parent company and U.S. investors.
Business
Overview, page 1
8. In this section, please disclose your multi-class capital structure,
discuss the disparate
voting rights of your common stock and Series A, Series B, and Series
C preferred stock.
Please also disclose the percent of the voting power controlled by
your insiders and
whether you intend to take advantage of the controlled company
exemptions.
9. Here, and elsewhere, you disclose that you acquired Marvion on October
18, 2021, yet the
Share Exchange Agreement and Confirmation filed as Exhibits 10.1 and
10.2 to the
registration statement provide that the acquisition will close on
December 31, 2021.
Please revise your disclosure to clarify that the acquisition has not
yet closed.
10. Please provide more detailed disclosure regarding each of your service
offerings in both
your strategic business and management advisory segment and your NFT
solutions
segment. Please also clarify whether you have generated revenue in
each segment.
Sales and Marketing, page 4
11. Please provide more detail explaining how your business will involve
Hybrid NFTs and
clarify whether you intend to create and sell - or mint - your own
Hybrid NFTs or if you
intend to offer Hybrid NFT solutions to third parties or both, as your
disclosure seems to
suggest. If you intend to mint such token, please provide a complete
description of the
Hybrid NFTs you have developed or are developing. In doing so, provide
a legal analysis
explaining whether the Hybrid NFTs you have developed or are
developing are securities,
as defined in Section 2(a)(1) of the Securities Act. Revise to provide
risk factor disclosure
around this aspect of your business.
12. We note your disclosure that you intend to eventually launch on your
website a portal that
allows users to "consume these rights and IP ownership in the NFT."
Clarify what you
Man Chung Chan
FirstName LastNameMan
Bonanza Goldfields Corp. Chung Chan
Comapany 23,
November NameBonanza
2021 Goldfields Corp.
November
Page 4 23, 2021 Page 4
FirstName LastName
mean by this statement. You go on to state that you intend to "launch"
your first series of
Hybrid NFTs, however, press releases suggest that Marvion has already
begun to offer
Hybrid NFTs in connection with the release of an upcoming film,
"Lockdown." Please
advise.
Government and Industry Regulations, page 6
13. You state on page 6 that you intend to conduct your NFT operations
from Singapore.
Revise to clarify whether you intend to offer or sell any token or
other digital asset in the
United States or to U.S. persons. To the extent you have not or will
not offer and sell
digital assets in the United States or to U.S. persons, please tell us
the steps you have
taken or intend to take to prevent offers and sales of digital assets
in the United States or
to U.S. persons. In this regard, we note your intent to use social
media to announce the
launch of your Hybrid NFTs.
Risk Factors, page 12
14. Please include risk factor disclosure discussing the potential
dilutive impact of future
conversions of your Series A, Series B and Series C preferred stock
into common stock.
Please also include risk factor disclosure regarding your controlled
company status, if
applicable.
15. Given the Chinese government s significant political and economic
influence related to
Hong Kong, please revise to separately highlight the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your securities. Also,
given recent
statements by the Chinese government indicating an intent to exert
more oversight and
control over offerings that are conducted overseas and/or foreign
investment in Hong
Kong-based issuers, acknowledge the risk that any such action could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless.
16. We note from the audit opinion and your risk factor on page 15 that
you have a Malaysia-
based auditor that is registered with the PCAOB. Please disclose
whether your auditor is
currently subject to PCAOB inspection. Please also disclose any
material risks to the
company and investors if it is later determined that the PCAOB is
unable to inspect or
investigate completely your auditor because of a position taken by an
authority in a
foreign jurisdiction. For example, disclose the risk that lack of
inspection could cause
trading in your securities to be prohibited under the Holding Foreign
Companies
Accountable Act and as a result an exchange may determine to delist
your securities.
17. Please expand your risk factor disclosure to discuss that the United
States Senate passed
the Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
decrease the number of non-inspection years from three years to two,
thus reducing the
time period before your securities may be prohibited from trading or
delisted.
Man Chung Chan
Bonanza Goldfields Corp.
November 23, 2021
Page 5
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 25
18. For both the three and nine month periods ended September 30, 2021,
please expand your
disclosure to address the nature of your revenues, including the
general terms of your
contracts with customers and greater specificity about the services
provided. Please also
explain whether all of the revenue relates to the Typerwise business.
19. We note the only operating expense you incurred in the nine months
ended September 30,
2021 was general and administrative expenses. Please tell us why your
revenues have no
associated costs of revenues.
Liquidity and Capital Resources, page 26
20. We note your disclosure that you believe that your current cash and
other sources of
liquidity, including funds provided by your stockholders, are adequate
to fund your
operations for at least the next 12 months; however, on page F-12 and
F-27, you state that
the continuation of the Company as a going concern through September
30, 2022 is
dependent upon the continued financial support from your stockholders
and that this raises
substantial doubt about your ability to continue as a going concern.
Please revise your
disclosure, here and elsewhere, for consistency and note that there is
substantial doubt
regarding your ability to continue as a going concern. Also provide
related risk factor
disclosure.
Security Ownership of Certain Beneficial Owners and Management, page 35
21. Please revise the table to include your Series A, Series B and Series
C preferred stock.
Refer to Item 403 of Regulation S-K.
Certain Relationships and Related Transactions, and Director Independence, page
41
22. Please include disclosure covering the last three fiscal years. Please
refer to Instruction 1
to Item 404 of Regulation S-K, particularly the three-year requirement
for registration
statements.
Description of Registrant's Securities to be Registered, page 43
23. We note that the Certificate of Designation for your Series A preferred
stock was
amended in December 2017 to provide each share of Series A with 200
votes per share,
FirstName LastNameMan Chung Chan
yet your disclosure provides that each share of Series A only has 100
votes per share.
Comapany NameBonanza
Please Goldfields Please
revise for consistency. Corp. also clarify what actions the
Series B and Series C
preferred
November stock
23, 2021 are 5permitted to vote on and how many votes each share
is entitled to.
Page
FirstName LastName
Man Chung Chan
FirstName LastNameMan
Bonanza Goldfields Corp. Chung Chan
Comapany 23,
November NameBonanza
2021 Goldfields Corp.
November
Page 6 23, 2021 Page 6
FirstName LastName
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-7
24. Please expand your disclosure to address how you generate revenues
(nature of services
provided and the material terms of the contracts with your customers)
and how the criteria
of ASC 606 was applied. Refer to FASB ASC 606-10-50-12 through 50-20.
Please also
tell us how you considered the disaggregation guidance in ASC
606-10-50-5 and why you
have concluded no disclosure is necessary.
Report of Independent Registered Public Accounting Firm, page F-17
25. Note 3 of the notes to the financial statements discloses a going
concern; however, the
audit report of J&S Associate does not include a going concern
paragraph. Please have
your auditors explain to us their consideration of PCAOB Auditing
Standards 2415
regarding their conclusion about the company's ability to continue as
a going concern.
General
26. Please update your website to reflect the fact that your business no
longer consists of
mining operations.
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 James Giugliano at 202-551-3319 or Theresa Brillant at
202-551-3307
if you have questions regarding comments on the financial statements and
related
matters. Please contact Taylor Beech at 202-551-4515 or Mara Ransom at
202-551-3264 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Jenny Chen-Drake, Esq.