SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

       DIVISION OF
CORPORATION FINANCE

         March 12, 2010   Mr. Kam Shah Chief Executive Officer, Chief Fi nancial Officer, and Director
Bontan Corporation Inc. 47 Avenue Road, Suite 200 Toronto, Ontario, Canada M5R 2G3
 Re: Bontan Corporation Inc.
  Amend No. 1 to Registrati on Statement on Form F-1
  Filed February 25, 2010   File No. 333-164935
Dear Mr. Shah:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form F-1

 General

 1. In light of PetroMed’s attempt to rescind the transaction in which it received the
shares that you are seeking to regist er, please tell us why you believe it is
appropriate to register thes e shares at this time.
 2. Please disclose if any selling shareholder is a broker-dealer or an affiliate of a
broker-dealer.

Mr. Kam Shah
Bontan Corporation Inc. March 12, 2010 Page 2  Management Compensation, page 25

 3. You disclose in note 10 to your financial st atements the amount of consulting fees
settled in stocks and options, as well as t hose fees settled in cash for the fiscal
years ended March 31, 2009, 2008, and 2007. However, these fees do not match the total compensation paid to your executive  officers for these respective years in
your summary compensation table.  Please e xplain this difference.   Please explain
if the consulting fees paid in cash are incl uded in the “Salary” column and if those
paid in options are includ ed in the “Option Awards” column, and why there is no
equivalent stock awards column for those fees settled in stock.
 4. You also disclose that under your consu lting agreement with Mr. Shah, from June
1, 2008 to December 31, 2008, he was allowed to draw $10,000 per month in arrears, for a total of $70,000, to be repaid  when the market price of your common
stock reaches above $0.50 for a period of three consecutive months.  Please
explain this arrangement, including whet her this was included as compensation in
your summary compensation table.  With resp ect to this arrangement, please also
provide us with an analysis as to how you are in compliance with Section 13(k) of
the Exchange Act.
 Selling Shareholders, page 32

5. For each non-natural person listed in your  selling shareholders table, please
identify in the registration statement th e person or persons who have voting or
investment control over the company's securities that the entity owns.
 Financial Statements

 Consolidated Financial Statements for th e Three and Six Months Ended September 30,
2009 and 2008, page 71
 6. You appear to have inadve rtently provided interim financial statements for the
period ending September 30, 2008 and 2007.  For example, see your interim statement of operations and statement of cas h flows.  Please revise to provide the
proper financial statements in a ccordance with Regulation S-X.
 Signatures, page 95

 7. Please revise to specify if your registra tion statement was signed by your principal
executive officer, your principal financial officer, and your controller or principal
accounting officer. See Instruction 1 to th e Signatures section of Form F-1.

Mr. Kam Shah
Bontan Corporation Inc. March 12, 2010 Page 3  Exhibits

 8. We note that you intend to file the promisso ry note to Castle Rock Resources II,
LLC, dated November 12, 2009, by amendment.  Please ensure that this is filed in
your next amendment.
 Closing Comments

As appropriate, please amend your filing in response to these comments.  You
may wish to provide us with marked copies of  the amendment to expe dite our review.
Please furnish a cover letter with each am endment that keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment a nd responses to our comment.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the
company and its management are in possessi on of all facts relating to a company’s
disclosure, they are responsible for the accur acy and adequacy of the disclosures they
have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the registration statemen t, it should furnish a le tter, at the time of
such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to any comments on your filing.

Mr. Kam Shah
Bontan Corporation Inc. March 12, 2010 Page 4
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rule 461  regarding requesti ng acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
 Please contact Kevin Dougherty at (202)  551-3271, or in his absence, the
undersigned at (202) 551- 3611 with any questions.

     S i n c e r e l y ,

     Anne Nguyen Parker      B r a n c h  C h i e f

cc: Via Facsimile (612) 672-3777

 Jeffrey C. Robbins, Esq.   Messerli & Kramer P.A.