FORM 10-K/A
(Amendment No.2)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|_| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended _________________
|X| Transition Report under Section 13 of 15(d) of the Securities Exchange Act
of 1934
For the transition period from March 1, 2007 to December 31, 2007
Commission file number: 000-52639
ORIENT PAPER INC.
(Name of small business issuer in its charter)
Nevada 20-4158835
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Science Park, Xushui Town
Baoding City, Hebei Province,
People's Republic of China 072550
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(Address of principal executive offices) (Zip code)
Issuer's telephone number, including area code: 011 - (86) 312-8605508
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $0.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes |_| No |X|
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |X| No |_|
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 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 |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. |X|
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| (Do not check if a smaller reporting company)
Smaller reporting company |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes |_| No |X|
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.
As of June 30, 2007, the aggregate market value of the common stock of the
registrant held by non-affiliates (excluding shares held by directors, officers
and other holding more than 5% of the outstanding shares of the class) was
less than $2,000,000, based upon the bid price of $0.50 as reported on the OTC
Bulletin Board at June 29, 2007.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15 of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed
by a court.
Yes |_| No |X|
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. As of March 24, 2008, the
registrant had outstanding 40,101,987 shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE: None
Explantory Note
Orient Paper Inc. (the "Company") is filing this Form 10-K/A ("Amendment No. 2")
to amend, in its entirety, "Item 9A. Controls and Procedures" previously
included in the Company's Transition Report on Form 10-K for the fiscal year
ended December 31, 2007, filed on March 31, 2008 (as amended by its Form 10-K/A,
filed on April 15, 2008) (as amended, the "Original Filing"). In addition, the
cover page is revised to reflect that the period covered is the transition
period March 1, 2007 to December 31, 2007, as otherwise disclosed and reflected
in the Original Filing. This Amendment No. 2 contains new certifications by its
principal executive officer and principal financial officer, filed as exhibits
31.1, 31.2, 32.1 and 32.2. Except for the information included in and amended by
this Amendment No. 2, the Original Filing continues to describe conditions as of
the date of the Original Filing, as amended, and the remaining disclosures
contained therein have not been updated to reflect any events that may have
occurred thereafter.
Item 9A. Controls and Procedures.
The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting, as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act in order to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles based on policies and procedures that are
intended to:
1. Pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the Company's assets;
2. Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures are made only in
accordance with authorizations of management and directors; and
3. Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of assets that could have a
material effect on the Company's financial statements.
In addition, the policies and procedures implemented by management (including
physical safeguards) should be well defined and documented such that the proper
classification, summarization, and financial reporting of relevant and material
transactions involving company resources can be achieved.
Due to inherent limitations, internal control over financial reporting may not
prevent or detect all misstatements. Also, 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.
On October 29, 2007, the Company acquired Dongfang Holding, then a privately
held company, and Hebei Paper, its operating subsidiary in China and also a
privately held company. Following such acquisition, the Company's management
began its evaluation and assessment of the effectiveness of disclosure controls
and procedures and internal control over financial reporting.
Based upon the Company's assessment of its internal controls over financial
reporting as of December 31, 2007, management concluded that such controls were
not effective as they were not designed to facilitate the external financial
reporting required of a publicly held company under the Sarbanes-Oxley Act of
2002. Moreover, because Hebei Paper's accounting records were historically
maintained using accounting principles generally accepted in the People's
Republic of China, its personnel may not be fully familiar with accounting
principles generally accepted in the United States of America.
In addition, the Company is required to further amend this Item 9A. Controls and
Procedures by disclosing that, due to the requirement to amend its Annual Report
on Form 10-K/A with respect to the ineffectiveness of internal control over
financial reporting, the Company's disclosure controls and procedures are
likewise not effective as of December 31, 2007.
Accordingly, to ensure the reliability of the Company's future financial
reports, the Company's management has recommended changes be adopted in respect
of each deficiency uncovered and intends to implement such changes as soon as
practicable. The Company's management has determined to continue to evaluate and
assess the financial reporting system inherited from Hebei Paper into a
fully-integrated financial and operating control system for the Company and its
operations during the fiscal year ending December 31, 2008, and the Company's
internal control procedures to the extent affected thereby, and, as necessary,
to hire the requisite professional support to facilitate the timely preparation
of complete and accurate financial reports in accordance with generally accepted
accounting principles.
Among other things, the Company anticipates upgrading financial controls and
procedures in operating subsidiaries and to evaluate and enhance, where
necessary, financial reporting personnel, in order to ensure that information
that is required to be disclosed in periodic filings under the Exchange Act is
accumulated and communicated to management; in order to allow timely decisions
regarding required disclosure; and in order to ensure that all transactions are
recorded, accumulated and processed to permit the preparation of financial
statements in accordance with generally accepted accounting principles to allow
compliance with reporting obligations under the Exchange Act. In making its
assessment, the Company's management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal
Control-Integrated Framework.
PART IV
Item 15. Exhibits.
Exhibit No. Description
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31.1 Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. 1350, adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive
Officer
32.2 Certification pursuant to 18 U.S.C. 1350, adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial
Officer
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ORIENT PAPER INC.
Date: October 8, 2008 By: /s/ Zhenyong Liu
-------------------------------------
Zhenyong Liu, Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Date
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/s/ Zhenyong Liu
----------------------------------------------------- October 8, 2008
Zhenyong Liu, Chief Executive Officer
(principal executive officer), Chairman, and Director
/s/ Jing Hao
----------------------------------------------------- October 8, 2008
Jing Hao, Chief Financial Officer
(principal financial and accounting officer)
/s/ Dahong Zhou
----------------------------------------------------- October 8, 2008
Dahong Zhou, Secretary
/s/ Xiaodong Liu
----------------------------------------------------- October 8, 2008
Xiaodong Liu, Director
/s/ Fuzeng Liu
----------------------------------------------------- October 8, 2008
Fuzeng Liu, Director
/s/ Chen Li
----------------------------------------------------- October 8, 2008
Chen Li, Director
INDEX TO EXHIBITS
Exhibit No. Description
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31.1 Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. 1350, adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive
Officer
32.2 Certification pursuant to 18 U.S.C. 1350, adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial
Officer