United States securities and exchange commission logo
December 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.
Amendment No. 1 to
Registration Statement on Form 10-12G
Filed December 14,
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 to these comments, we may have
additional comments.
Unless we note otherwise, our references to prior comments are to
comments in our November
23, 2021 letter.
Amendment No. 1 to Registration Statement on Form 10-12G
Introductory Comment, page ii
1. We note your disclosure
that "The business of [y]our subsidiaries until now are not subject
to cybersecurity review
with the Cyberspace Administration of China," yet your
disclosure also implies
that you continue to be outside the scope of CAC review. Please
revise for consistency.
2. We note your revised
disclosure in response to our prior comment 6 regarding your Hong
Kong subsidiaries.
Please further revise to provide comparable disclosure regarding
Bonanza Goldfields
Corp., the parent company.
Man Chung Chan
FirstName LastNameMan
Bonanza Goldfields Corp. Chung Chan
Comapany23,
December NameBonanza
2021 Goldfields Corp.
December
Page 2 23, 2021 Page 2
FirstName LastName
3. We note your revised disclosure in response to our prior comment 5.
Please
include cross-references to the more detailed discussion of each of
these risks in this
filing, where applicable.
4. We note your revised disclosure in response to our prior comment 7 and
reissue the
comment in part. Please provide a clear description of how cash is
transferred through
your organization and quantify any dividends or distributions made by
Bonanza
Goldfields Corp. to U.S. investors.
5. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate
completely your auditor, and that as a result an exchange may
determine to delist your
securities. Please disclose whether your auditor is subject to the
determinations
announced by the PCAOB on December 16, 2021 and whether and how the
Holding
Foreign Companies Accountable Act and related regulations will affect
your company.
Business, page 1
6. We note your disclosure that you will provide authentication,
valuation and certification
services, sale and purchase, hire purchase, financing, custody,
security and exhibition
services to buyers of movie and music media through traditional
channels as well as
through leveraging blockchain technology through the creation of NFTs,
and that you
also assist technology companies in meeting regulatory and legal
requirements while
setting up and offering NFT products and services. Please disclose
whether you
plan to accept payment for such services in the form of digital assets
and if so, whether
you intend to hold the digital assets for investment or convert them
into fiat currency after
receipt.
7. Please clarify whether your NFTs will be dependent on another
blockchain and, if so,
disclose the risks and challenges related to such reliance.
Alternatively, if your NFTs will
run on your own blockchain, disclose that in your filing and the risks
and challenges
related to developing and maintaining the blockchain.
Howey Analysis, page 5
8. Please clarify whether each NFT represents a unique asset or whether
multiple NFTs will
be issued representing the same asset. In this regard, we note the
disclosure comparing
the NFTs to a blu-ray disc or a compact disc.
9. Please describe in greater detail the services that the company will
provide in regards to an
NFT following issuance, including through the contemplated media
portal. For example,
will the company facilitate a secondary market for the NFTs?
Man Chung Chan
FirstName LastNameMan
Bonanza Goldfields Corp. Chung Chan
Comapany23,
December NameBonanza
2021 Goldfields Corp.
December
Page 3 23, 2021 Page 3
FirstName LastName
10. Please describe in greater detail the rights a holder of an NTF has
following issuance,
including whether the holder has the right to mint and issue digital
assets relating to the
NTF. Please also explain the extent to which the company will enable
or facilitate such
rights.
Government and Industry Regulations, page 9
11. We note your revised disclosure in response to our prior comment 13.
Please revise this
section to discuss any material U.S. regulations governing the sale
and distribution of
digital assets applicable to your business.
Risk Factors
We intend to mint our own hybrid NFTs under the assumption that our h-NFTs are
not
investment contracts..., page 16
12. Please revise your discussion to address the risks related to a
potential violation of Section 5 of the Securities Act if the
interpretation or enforcement of
the laws and regulations regarding NFTs change or if you erroneously
conclude that your
NFTs are not securities.
The Holding Foreign Companies Accountable Act..., page 20
13. Please update your disclosure to reflect that the Commission adopted
rules to implement
the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its
report notifying
the Commission of its determination that it is unable to inspect or
investigate completely
accounting firms headquartered in mainland China or Hong Kong.
General
14. We reissue our prior comment 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.
Please contact Taylor Beech at 202-551-4515 or Mara Ransom at
202-551-3264 with any
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Jenny Chen-Drake, Esq.