UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
(Amendment
No. 2)
(Mark
one)
x
Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For
the quarterly period ended March 31, 2009
or
o
Transition Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the
transition period from _________ to _________.
Commission
File Number:
333-69270
DIGUANG
INTERNATIONAL DEVELOPMENT CO., LTD.
(Formerly known as Online Processing,
Inc.)
(Exact
Name of Registrant as Specified in Its Charter)
|
Nevada
|
|
22-3774845
|
|
(State
or Other Jurisdiction of Incorporation or
Organization)
|
|
(IRS
Employer Identification Number)
|
23rd
Floor, Building A, Galaxy Century,
No.
3069, Caitian Road, Futian District,
Shenzhen,
the PRC
Post
Code: 518026
(Address
of Principal Executive Offices)
00-86-755-2655-3152
(Registrant’s
Telephone Number, Including Area Code)
Online
Processing, Inc.
750
East Interstate 30
Suite
100
Rockwall,
TX 75087
(Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the 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
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes
o
No
o
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
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer
o
|
|
Accelerated
filer
o
|
|
Non-accelerated filer
o
(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 Exchange Act).
Yes
o
No
x
As of
March 31, 2009, the Company had 22,072,000 shares of common stock issued and
outstanding.
EXPLANATORY
NOTE
This
Amendment No. 2 on Form 10-Q/A, the “Amendment No. 2”, amends the
Company’s Quarterly Report on Form 10-Q for the first quarter ended March
31, 2009, as filed with the Securities and Exchange Commission, the “SEC”, on
May 15, 2009, as amended by the Company’s Form 10-Q/A No. 1 as filed with the
SEC on June 25, 2009, the “Original Filing”, and is being filed for the sole
purpose to include a revised Item 4T of Part I discussing the Company’s (i)
disclosure controls and procedures and (ii) internal control over financial
reporting.
In
connection with the filing of this Amendment No. 2, and as required by
Rule 12b-15 of the Securities Exchange Act of 1934, the Company is also
filing as exhibits to this Amendment No. 2 the certifications pursuant to
Rule 13a-14(a). Because no financial statements are contained within this
Amendment No. 2, the Company is not including those parts of the
Rule 13a-14(a) certifications pertaining to financial statements and
is not including certifications pursuant to Rule 13a-14(b) (18 U.S.C.
§1350).
This
Amendment No. 2 to the Original Filing is solely for the purpose described
above. The Company has not revised, modified or updated any other
disclosures that were presented in the Original Filing, unless such revisions,
modification or updates were expressly set forth herein. This Amendment
No. 2 does not reflect any events that may have occurred subsequent to the
Original Filing. All other information not affected by this Amendment No.
2 remains unchanged and reflects the disclosure made at the time of the filing
of the Original Filing.
ITEM
4T. CONTROLS AND PROCEDURES
|
(a)
|
Evaluation
of disclosure controls and
procedures:
|
The
Company maintains disclosure controls and procedures that are designed to ensure
that information required to be disclosed in its reports under the Securities
Exchange Act of 1934, as amended, the “Exchange Act”, is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s, the “SEC”, rules and forms, and that such information is
accumulated and communicated to the Company’s management, including its chief
executive officer, the “CEO”, and chief financial officer, the “CFO”, as
appropriate, to allow timely decisions regarding required financial
disclosure.
As of
March 31, 2009, the Company’s management including the CEO and CFO concluded
that there have been no material changes to the disclosure control and
procedures previously discussed in Part II, Item 9A of the Company's Form 10-K/A
No. 1 for the year ended December 31, 2008. The Company’s management, including
the CEO and CFO, concluded that as of December 31, 2008 the Company's disclosure
controls and procedures were not effective because of the material weaknesses
described under “Management's Report on Internal Control over Financial
Reporting.” In light of the material weaknesses not significantly changed since
December 31, 2008, the Company’s management concluded that its disclosure
controls and procedures were not effective as of March 31, 2009.
To
address these material weaknesses, the Company performed additional analyses and
other procedures to ensure that in all material respects, the Company’s
financial position, the results of its operations and its cash flows for the
period presented in this Amendment No. 2 to Form 10-Q, in conformity with the
accounting principles generally accepted in the United States of America,
“GAAP”.
|
(b)
|
Changes
in internal control over financial
reporting.
|
The
Company’s management, including CEO and CFO, concluded that there have been no
changes to the internal controls over financial reporting that occurred during
the quarter that have materially affected, or are reasonably likely to
materially affect internal control over financial reporting. The
Company is in the process of taking the steps necessary for remediation of the
material weaknesses identified in previously filed 10-K/A No. 1, and will
continue to monitor the effectiveness of these steps.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Quarterly Report on Form 10-Q/A to be signed on its behalf by
the undersigned thereunto duly authorized.
|
|
DIGUANG
INTERNATIONAL
DEVELOPMENT
CO., LTD
|
|
|
|
|
|
Dated:
July 16, 2009
|
By:
|
/s/ Yi
Song
|
|
|
Yi
Song
|
|
|
Chairman
and Chief Executive Officer
|
|
|
|
|
|
Dated:
July 16, 2009
|
By:
|
/s/ Keith
Hor
|
|
|
Keith
Hor
|
|
|
Chief
Financial Officer
|
Exhibit
Index
|
Exhibit
Number
|
|
Description
of Document
|
|
|
|
|
|
|
|
*31.1
|
|
Certification
of the Chief Executive Officer pursuant to Rules 13a-14(a) and
15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|
|
|
|
|
|
|
|
*31.2
|
|
Certification
of the Chief Financial Officer pursuant to Rules 13a-14(a) and
15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Filed
herewith
|
|
Diguang International De... (PK) (USOTC:DGNG)
Historical Stock Chart
From Oct 2024 to Nov 2024
Diguang International De... (PK) (USOTC:DGNG)
Historical Stock Chart
From Nov 2023 to Nov 2024
