Item 4. Controls and Procedures
Item 4.
Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Our
management, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial
Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures as defined in SEC Rules
13a-15(e) and 15d-15(e) as of the end of the period covered by this quarterly report. The purpose of this evaluation is to determine
if, as of Evaluation Date, our disclosure controls and procedures were operating effectively such that the information, required
to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) was recorded, processed, summarized
and reported within the time periods specified in SEC rules and forms, and (ii) was accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.
Based
on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2020, our
disclosure controls and procedures were not effective, based on the material weakness described below:
We
did not have sufficient skilled accounting personnel that are either qualified as Certified Public Accountants in the U.S. or
that have received education from U.S. institutions or other educational programs that would provide enough relevant education
relating to U.S. GAAP. The Company’s CFO and Financial Manager have worked for U.S. listed companies but have limited experience
with U.S. GAAP and are not U.S. Certified Public Accountants. Further, our operating subsidiaries are based in China, and in accordance
with PRC laws and regulations, are required to comply with PRC GAAP, rather than U.S. GAAP. Thus, the accounting skills and understanding
necessary to fulfill the requirements of U.S. GAAP-based reporting, including the preparation of financial statements and consolidation,
are inadequate, and determined to be a material weakness.
Remediation
Initiative
● We
have started a training program in the principles and rules of U.S. GAAP, SEC reporting requirements and the application thereof.
The program is provided by an independent training institution, for our finance and accounting personnel, including our Chief
Financial Officer, Financial Manager and others.
● We
are in the process of designing a program to provide ongoing company-wide training regarding the Company’s internal controls,
with particular emphasis on our finance and accounting staff.
● In
2011 we established the position of internal audit manager. From September 2011 to July 2012, we hired an internal audit manager
who implemented an internal review process over financial reporting to review all recent accounting pronouncements and to verify
that the accounting treatments identified in such report have been fully implemented and confirmed by our internal control department.
Currently, we are still in the process of seeking for a proper candidate to perform as our internal audit manager.
We
believe that the foregoing steps will remediate the significant deficiencies identified above, and we will continue to monitor
the effectiveness of these steps and make any changes that our management deems appropriate.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and presentation.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting for the nine months ended September 30, 2020 that materially
affected, or were reasonably likely to materially affect our internal control over financial reporting.
29
PART
II - OTHER INFORMATION
Item 1.
Legal Proceedings.
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.