United States securities and exchange commission logo
February 17, 2022
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. 3 to
Registration Statement on Form 10-12G
Filed February 7,
2022
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.
Amendment No. 3 to Registration Statement on Form 10-12G
Howey Analysis, page 5
1. We note your response
to comment 3 and reissue this comment. In this regard, it is not
clear to us why calling
the tokens NFTs, even with the h- qualifier, is appropriate given
the tokens appear to be
fungible. We note that the embedded license and access right,
while additional
features of the token, appear to be fungible as well. Please revise to
remove this term or
explain to us why using this term is appropriate.
2. We note your response
to comment 4 and have the following comments:
Please describe
in greater detail how the marketplace will operate, including your role
in its operation;
Please expand
your investment contract analysis to address your operation of the
Man Chung Chan
Bonanza Goldfields Corp.
February 17, 2022
Page 2
marketplace. See Gary Plastic Packaging Corp. v. Merrill Lynch,
Pierce, Fenner
& Smith, Inc., 756 F.2d 230 (2d Cir. 1985);
Your analysis is limited to whether the digital assets may be
investment contracts
under Section 2(a)(1) of the Securities Act and does not address the
other enumerated
types of securities identified in Section 2(a)(1). Please expand
your analysis to
address these other enumerated types of securities; and
In responding to this comment, please remove the Section 2(a)(1)
analysis from the
filing and instead provide it to us supplementally.
3. We note the statement on page 6 that you intend to provide NFT
solutions to third
parties. Please describe the solutions/services you intend to provide
in greater detail.
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,
FirstName LastNameMan Chung Chan
Division of
Corporation Finance
Comapany NameBonanza Goldfields Corp.
Office of Trade &
Services
February 17, 2022 Page 2
cc: Jenny Chen-Drake, Esq.
FirstName LastName