-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CVB0wE02XWZN1lxr8NV7d4vZ/7fwCkTi61QSbD/XAXtYomUMFDpbtkyvRtn5eMX1 GhiG/Xau7hcheseer7Psng== 0001176256-08-001009.txt : 20081024 0001176256-08-001009.hdr.sgml : 20081024 20080903172452 ACCESSION NUMBER: 0001176256-08-001009 CONFORMED SUBMISSION TYPE: 20-F/A PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080903 DATE AS OF CHANGE: 20080909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHAI NA TA CORP CENTRAL INDEX KEY: 0000889329 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 20-F/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20386 FILM NUMBER: 081054713 BUSINESS ADDRESS: STREET 1: UNIT 100 STREET 2: 12051 HORSESHOE WAY CITY: RICHMOND STATE: A1 ZIP: V7A 4V4 BUSINESS PHONE: 6042724118 MAIL ADDRESS: STREET 1: UNIT 100 STREET 2: 12051 HORSESHOE WAY CITY: RICHMOND STATE: A1 ZIP: V7A 4V4 FORMER COMPANY: FORMER CONFORMED NAME: CHAI NA TA GINSENG PRODUCTS LTD DATE OF NAME CHANGE: 19960826 20-F/A 1 chainata20fa.htm AMENDMENT TO FORM 20-F ANNUAL REPORT YEAR ENDED DECEMBER 31, 2007 Filed by EDF Electronic Data Filing Inc. (604) 879-9956 - Chai-Na-Ta Corp. - Form 20-F/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549


FORM 20-F/A

 (Amendment No. 1 to Form 20-F)

     

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 X  

ANNUAL REPORT PURSUANT TO SECTION 13 Or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

OR

     

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE OF 1934

OR

     

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE OF 1934


Date of event requiring this shell company report …………………..


For the transition period from ____________to ________________


Commission file number 0-20386

CHAI-NA-TA CORP.

(Exact name of Registrant as specified in its charter)


NOT APPLICABLE

(Translation of Registrant’s Name into English)


BRITISH COLUMBIA, CANADA

(Jurisdiction of incorporation or organization)


UNIT 100 – 12051 HORSESHOE WAY, RICHMOND, BRITISH COLUMBIA   V7A 4V4

(Address of principal executive offices)


Securities registered or to be registered pursuant to Section 12(b) of the Act:

NONE

Securities registered or to be registered pursuant to Section 12(g) of the Act:

COMMON STOCK, WITHOUT PAR VALUE

(Title of Class)


Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None


Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.  Common     34,698,157


Indicate by check mark if the registrant is a well-known seasonal issuer, as defined in Rule 405 of the Securities Act.

Yes__ No xx


If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Yes__ No xx


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes xx No__


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

               Large accelerated filer ___            Accelerated filer ___            Non-accelerated filer _xx_


Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 xx Item 18 __

 

If this is an annual report, indicated by check mark whether the registrants is a shell company

Yes__No xx



EXPLANATORY NOTE


This Amendment No. 1 on Form-20F/A to our Annual Report on Form 20-F for the fiscal year ended December 31, 2007, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2008 (the “Original Report”), is being filed for the purpose of making a change in the Original Report pursuant to comments received from the staff of the SEC with respect to the disclosure contained in Item 15 “Controls and Procedures” and the Officers certifications under Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. The disclosure in Item 15 “Controls and Procedures” and the Officers certifications under Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act have been revised and restated in full in accordance with such comments. Other than the foregoing items, no part of the Original Report is being amended.


This Amendment No. 1 does not include any unchanged portions of the Original Report, does not reflect any events occurring after the filing of the Original Report and does not modify or update the disclosures therein in any way other than as required to reflect the amendments described above. As a result, this Amendment No.1 continues to speak as of March 31, 2008.   




ITEM 15T

CONTROLS AND PROCEDURES


Disclosure Controls and Procedures


Under the supervision and with the participation of the management, including the Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of its disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report, being December 31, 2007. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective with the following identified deficiency.


Management’s initial failure to provide the complete disclosure of management’s report on internal control and financial reporting as required by Item 15T of Form 20-F has been identified as a weakness of the disclosure controls and procedures as of December 31, 2007. Management has subsequently remediated this weakness by enhancing its disclosure controls and procedures. These measures include among other matters adding certain review and analytical procedures and improving the information flow associated with changes to the disclosure requirements.


Management’s Report on Internal Control over Financial Reporting


The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system was designated to provide reasonable assurance to the Company’s management regarding the preparation and fair presentation of the published financial statements.


The management has conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007 based on the criteria described on the framework for Internal Control – Integrated Framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the management has concluded that the Company’s internal control over financial reporting as of December 31, 2007 was effective.


This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.


Changes in Internal Control over Financial Reporting


There are no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonable likely to material affect, the Company’s internal control over financial reporting.


SIGNATURE PAGE





The registrant hereby certifies that it meets all the requirements for filing on Form 20-F/A and that it has duly caused and authorised the undersigned to sign this amendment to such annual report on its behalf.


Chai-Na-Ta Corp.                                    

Registrant




 

By:

“WILMAN WONG”

_______________________________                 
Wilman Wong, Chief Executive Officer



 

Dated: September 3, 2008


EXHIBIT 12.1

CERTIFICATION


I, Wilman Wong, certify that:


1.

I have reviewed this annual report on Form 20-F of Chai-Na-Ta Corp.(the “Company”);


2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;


3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;


4.

The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act 13a-15(f) and 15d-15(f)) for the Company and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with general accepted accounting principles;

c.

Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and


5.

The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent function):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.



 

/s/ “WILMAN WONG”


________________________________

Wilman Wong, Chief Executive Officer

Date:  September 3, 2008




EXHIBIT 12.2

CERTIFICATION


I, Terry Luck, certify that:


1.

I have reviewed this annual report on Form 20-F of Chai-Na-Ta Corp.(the “Company”);


2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;


3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;


4.  The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act 13a-15(f) and 15d-15(f)) for the Company and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with general accepted accounting principles;

c.

Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and


5.

The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent function):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.



 

/s/ “TERRY LUCK”


________________________________

Terry Luck, Chief Financial Officer

Date:  September 3, 2008






EXHIBIT 13.1



Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002


In connection with the Annual Report on Form 20-F of Chai-Na-Ta Corp (the “Company”) for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of such officer’s knowledge:


(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.


/s/  WILMAN WONG

 

/s/ TERRY LUCK

____________________________      

 

_______________________________

Name:  Wilman Wong

 

Name:  Terry Luck

Title:    Chief Executive Officer                  

 

Title:    Chief Financial Officer

Date:    September 3, 2008

 

Date:    September 3, 2008

 

 

 


 EX-12.1 4 exhibit12-1.htm SECTION 302 CEO CERTIFICATION Exhibit 12.1

Exhibit 12.1

CERTIFICATION


I, Wilman Wong, certify that:


1.

I have reviewed this annual report on Form 20-F of Chai-Na-Ta Corp.(the “Company”);


2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;


3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;


4.

The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act 13a-15(f) and 15d-15(f)) for the Company and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with general accepted accounting principles;

c.

Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and


5.

The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent function):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.



 

/s/ “WILMAN WONG”


________________________________

Wilman Wong, Chief Executive Officer

Date:  September 3, 2008

 EX-12.2 5 exhibit12-2.htm SECTION 302 CFO CERTIFICATION Exhibit 12.2

Exhibit 12.2

CERTIFICATION


I, Terry Luck, certify that:


1.

I have reviewed this annual report on Form 20-F of Chai-Na-Ta Corp.(the “Company”);


2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;


3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;


4.  The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act 13a-15(f) and 15d-15(f)) for the Company and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with general accepted accounting principles;

c.

Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and


5.

The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent function):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.



 

/s/ “TERRY LUCK”


________________________________

Terry Luck, Chief Financial Officer

Date:  September 3, 2008


 EX-13.1 6 exhibit13-1.htm SECTION 906 CEO AND CFO CERTIFICATION Exhibit 13.1

Exhibit 13.1



Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002


In connection with the Annual Report on Form 20-F of Chai-Na-Ta Corp (the “Company”) for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of such officer’s knowledge:


(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.


/s/  WILMAN WONG

 

/s/ TERRY LUCK

____________________________      

 

_______________________________

Name:  Wilman Wong

 

Name:  Terry Luck

Title:    Chief Executive Officer                  

 

Title:    Chief Financial Officer

Date:    September 3, 2008

 

Date:    September 3, 2008

 

 

 
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(604) 879-9956 - Chai-Na-Ta - Correspondence

Unit 100 - 12051 Horseshoe Way
Richmond, BC V7A 4V4
Canada    
 
Toll Free in Canada & USA:
1-800-406-ROOT (7668)
 
Telephone: (604) 272-4118
Facsimile: (604) 272-4113
 
OTCBB: “CCCFF”
 
Web: www.chainata.com


July 7, 2008
 
Tia Jenkins
Office of Beverages, Apparel and Healthcare Services
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Re: Chai-Na-Ta Corp.
  Form 20-F for the fiscal year ended December 31, 2007
  Filed March 31, 2008
  File No. 0-20386

Dear Ms. Jenkins:

In response to your letter dated June 10, 2008, we address the following:

Form 20-F for the Fiscal Year Ended December 31, 2007

Management’s Report on Internal Control over Financial Reporting

1. Q. All non-accelerated filers, including foreign private issuers, must provide management’s report on internal controls over financial reporting for the first time in their annual reports for the fiscal year ended on or after December 15, 2007. Note that the auditor’s attestation report on internal controls over financial reporting is required to be filed in annual reports for the fiscal years ending on or after December 15, 2008. Please refer to the guidance of Item 15T of Form 20-F and revise your filing as applicable.
   
   
   

A. We misinterpreted the instructions to Item 15 and 15T of Form 20-F and subsequently omitted the statements that are required under Item 15T regarding the management’s annual report on internal control over financial reporting. We would like to make the following revision to Item 15 of Form 20-F that was filed on March 31, 2008.
   
ITEM 15 CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the management, including the Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of its disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report, being December 31, 2007. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective.

Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system was designated to provide reasonable assurance to the Company’s management regarding the preparation and fair presentation of the published financial statements.

The management has conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007 based on the criteria described on the framework for Internal Control – Integrated Framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the management has concluded that the Company’s internal control over financial reporting as of December 31, 2007 was effective.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There are no changes in the Company’s internal control over financial reporting that occurred during the last fiscal year the period covered by this report that have materially affected, or are reasonable likely to material affect, the Company’s internal control over financial reporting.

In connection with responding to your comments, we acknowledge that:

  • the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

  • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
  • the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We would appreciate any comments that you have on the amendment to Item 15. We will file an amended Form 20-F incorporating the revisions and file it on EDGAR once we have received your response.

If you have any questions, please feel free to contact me at (604)-272-4118.

 

Yours truly,

“WILMAN WONG”

Wilman Wong,
Chief Executive Officer
CHAI-NA-TA CORP.

 CORRESP 9 filename9.htm Filed by EDF Electronic Data Filing Inc. (604) 879-9956 - Chai-Na-Ta - Correspondence
 

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Web: www.chainata.com

July 29, 2008
 
Tia Jenkins
Office of Beverages, Apparel and Healthcare Services
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Re: Chai-Na-Ta Corp.
  Form 20-F for the fiscal year ended December 31, 2007
  Filed March 31, 2008
  File No. 0-20386

Dear Ms. Jenkins:

In response to your letters dated June 10, 2008 and July 18, 2008, we address the following:

Form 20-F for the Fiscal Year Ended December 31, 2007

Management’s Report on Internal Control over Financial Reporting

1. Q. All non-accelerated filers, including foreign private issuers, must provide management’s report on internal controls over financial reporting for the first time in their annual reports for the fiscal year ended on or after December 15, 2007. Note that the auditor’s attestation report on internal controls over financial reporting is required to be filed in annual reports for the fiscal years ending on or after December 15, 2008. Please refer to the guidance of Item 15T of Form 20-F and revise your filing as applicable.
   
   
   

A. We misinterpreted the instructions to Item 15 and 15T of Form 20-F and subsequently omitted the statements that are required under Item 15T regarding the management’s annual report on internal control over financial reporting. We would like to make the following revision to Item 15 of Form 20-F that was filed on March 31, 2008.
   

ITEM 15 CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the management, including the Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of its disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report, being December 31, 2007. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective except for the following deficiency.

Management’s initial failure to provide the complete disclosure required by Item 15T of Form 20-F has been identified as a weakness of the disclosure controls and procedures as of December 31, 2007. Management has subsequently remediated this weakness by enhancing its disclosure controls and procedures. These measures include among other matters adding certain review and analytical procedures and improving the information flow associated with changes to the disclosure requirements.

Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system was designated to provide reasonable assurance to the Company’s management regarding the preparation and fair presentation of the published financial statements.

The management has conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007 based on the criteria described on the framework for Internal Control – Integrated Framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the management has concluded that the Company’s internal control over financial reporting as of December 31, 2007 was effective.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There are no changes in the Company’s internal control over financial reporting that occurred during the last fiscal year the period covered by this report that have materially affected, or are reasonable likely to material affect, the Company’s internal control over financial reporting.

2. Q. We note that you filed your Principal Executive Officer and Principal Financial Officer certifications under Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. Please revise these certifications to include the introductory language of paragraph 4, as indicated at paragraph 12 of the Instructions as to Exhibits for Form 20-F.
   
 
  A. We would like to make the following revision to paragraph 4 of the certifications under Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act to include the introductory language as indicated at paragraph 12 of the Instructions as to Exhibits for Form 20-F.
   
 
    “4. The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:”
   

In connection with responding to your comments, we acknowledge that:

We would appreciate any comments that you have on the amendments to Item 15 and the certifications under Rule 13a-14(a) or Rule 15d-14(a) as indicated above. We will file an amended Form 20-F incorporating the revisions and file it on EDGAR once we have received your response.

If you have any questions, please feel free to contact me at (604)-272-4118.



Yours truly,

“WILMAN WONG”

Wilman Wong,
Chief Executive Officer
CHAI-NA-TA CORP.

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