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:

  • 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 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.