GSDT Fintech Group Inc. (GSDT)

[falon]

louieforpar

Officer/Director Disclosure- CERTIFICATION is a SEC rule. All companies must do it. It has nothing to do with who did the financials. I could not find the exact rul on the SEC web site however here is some background:

http://www.sec.gov/rules/proposed/34-46079.htm



I. INTRODUCTION

Our system of federal securities regulation is based on full and fair disclosure. Congress, in enacting the federal securities laws, embraced full disclosure as the best way to permit markets to allocate capital. For this system to function most effectively, investors must have access to disclosure that is clear, accurate and timely.

The Exchange Act requires companies to make information publicly available to investors on a continuing basis to aid in their investment and voting decisions.12 In addition, we permit seasoned issuers (that is, companies that have been subject to the reporting requirements of the Exchange Act for an extended period of time) to incorporate information from their Exchange Act reports into their registration statements filed under the Securities Act of 1933.13 Therefore, investors purchasing securities from these companies in public offerings also rely on the companies' Exchange Act disclosure.

Investors depend on companies' quarterly and annual reports to present a clear picture in all important respects of the company's business and financial condition. Investors trust and rely upon a company's management to ensure that these reports are accurate. Unless this belief is well-founded, we risk an erosion of investor confidence in our securities markets.

Our existing antifraud and disclosure rules are designed to elicit full and fair corporate disclosure. Questions have arisen as to whether senior corporate officials devote sufficient attention to the preparation of their companies' quarterly and annual reports and to the internal procedures that generate the data from which they are prepared. We are concerned that investor confidence has suffered because of a real or perceived absence of such participation. We believe that it is important both to the quality of disclosure and investor confidence for senior executives to provide assurance that they have reviewed and evaluated the information contained in their companies' quarterly and annual reports. We therefore propose to require a company's principal executive officer and principal financial officer each to certify that, to his or her knowledge, the company's quarterly and annual reports are true in all important respects and that the reports contain all information about the company of which he or she is aware that he or she believes is important to a reasonable investor.14

Companies also must have internal communications and other procedures to ensure that important information flows to the appropriate collection and disclosure points on a timely basis. Given the growing size, complexity and sophistication of corporate organizations and operations and the increasing importance of timely information, we believe that it is necessary and appropriate, in furthering our investor protection mission, to propose requiring companies to maintain these procedures and to periodically evaluate them. We also believe that management should supervise these periodic evaluations and that the company's principal executive officer, principal financial officer and members of the company's board of directors should review the evaluations.15


II. PROPOSED RULES
A. Certification of Disclosure in Quarterly and Annual Reports
1. Reasons for Proposal

Investors require accurate and materially complete information to make informed investment and voting decisions and to ensure that capital is allocated efficiently to business enterprises. While our corporate disclosure system is the best in the world, it can be better. Where it is practicable, existing disclosure practices should be improved to better suit the needs of investors and to ensure the integrity and fairness of the securities markets. We believe that a company's senior management should be intimately involved in these practices and that investors would benefit from seeing evidence of that involvement.