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<SEC-DOCUMENT>0001193805-08-002233.txt : 20081201
<SEC-HEADER>0001193805-08-002233.hdr.sgml : 20081201
<ACCEPTANCE-DATETIME>20081001151437
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0001193805-08-002233
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20081001

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Orient Paper Inc.
		CENTRAL INDEX KEY:			0001358190
		STANDARD INDUSTRIAL CLASSIFICATION:	PERSONAL CREDIT INSTITUTIONS [6141]
		IRS NUMBER:				204158835
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0228

	FILING VALUES:
		FORM TYPE:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		SUITE 100
		STREET 2:		202 NORTH CURRY STREET
		CITY:			CARSON CITY
		STATE:			NV
		ZIP:			89703-4121
		BUSINESS PHONE:		(775) 321-8243

	MAIL ADDRESS:	
		STREET 1:		SUITE 100
		STREET 2:		202 NORTH CURRY STREET
		CITY:			CARSON CITY
		STATE:			NV
		ZIP:			89703-4121

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CARLATERAL, INC.
		DATE OF NAME CHANGE:	20060403
</SEC-HEADER>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                             EATON & VAN WINKLE LLP
                                  3 Park Avenue
                            New York, New York 10016


Thaddeus Wojcik                                      Direct Dial: (212) 561-3622
Counsel                                                   Email: twojcik@evw.com

                                 October 1, 2008


Securities and Exchange Commission
Division of Corporation Finance, Mail Stop 3561
100 F. Street, N.E.
Washington, D.C.  20549

    Re:   Orient Paper, Inc.
          Commission's Comment Letter, dated July 18, 2008
          to Form 10-K for the Year Ended December 31, 2007 Filed March 31, 2008
          File No. 000-52639

Dear Mr. Vaughn:

      On behalf of Orient Paper, Inc. (the "Company"), we are writing in
response to the above referenced Comment Letter from the Commission's Division
of Corporation Finance (Kevin W. Vaughn, Accounting Branch Chief) to the Company
concerning the Annual Report on Form 10-K filed on March 31, 2008 (the "10-K").
Please note, that the Company, on April 15, 2008, filed an amendment to the 10-K
(the "10-K/A No. 1"); however, the 10-K/A No. 1 did not include any amendment
relevant to the above referenced Comment Letter, and the Company is accordingly
filing herewith its response to such Comment Letter in anticipation of filing a
second amendment to the 10-K (the "10-K/A No. 2") which addresses the Staff's
comments in such Comment Letter. For ease of reference, each of the comments of
the staff is set forth below, followed by the related response, which case of
Comment Nos. 1-3, is included in the response provided following Comment No. 1.

1.    We note from your disclosure that management has not conducted an
      evaluation nor provided an assessment of internal control over financial
      reporting as of December 31, 2007. Since you were required to file or
      filed an annual report for the prior fiscal year, it appears you are
      required to report on your management's assessment of internal control
      over financial reporting.

            While the Company did conduct an evaluation and assessment of
            internal control over financial reporting, it proposes amending the
            relevant disclosure in 10-K/A No. 2 to more clearly and fully
            disclose the same, substantially as follows:

                  The Company is filing this Form 10-K/A to amend, in its
                  entirety, "Item 9A. Controls and Procedures" in its Annual
                  Report on Form 10-K, filed on March 31, 2008, as amended by
                  its Annual Report on Form 10-K/A, filed on April 15, 2008, as
                  follows:

<PAGE>

                  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

<PAGE>

                  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.

2.    If your management has not yet performed its assessment, we ask that you
      complete your evaluation and amend your filing within 30 calendar days to
      provide the required management's report on internal control over
      financial reporting.

            See above response to Comment No. 1.

<PAGE>

3.    In addition, please consider whether management's failure to provide its
      report on internal control over financial reporting impacts its
      conclusions regarding the effectiveness of your disclosure controls and
      procedures as of the end of the fiscal year covered by the report and
      revise your disclosure as appropriate.

            See above response to Comment No. 1.

4.    Finally, we note that you filed your Principal Executive Officer and
      Principal Financial Officer certifications under Item 601 (b)(31) of
      Regulation S-K. Please revise these certifications to include the
      introductory language of paragraph 4 and the language of paragraph 4(b) of
      Item 601(b)(31) of Regulation SK.

            The Company proposes to revise such certifications such that the
            introductory language t paragraph 4 reads: "The registrant's
            [currently this read's `the small business issuer's] other
            certifying officer(s) 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 registrant and have:"

            And, the Company proposes to revise such certifications such that
            new paragraph 4(b) reads: "(b) Designed such internal control over
            financial reporting, or caused such internal control over financial
            reporting to be designed under our supervision, 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;"

      As requested in the Comment Letter, the Company acknowledges that:

      o     the Company is responsible for the adequacy and accuracy of the
            disclosure in the filing;
      o     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
      o     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.


                                              Very truly yours,

                                              /s/ Thaddeus Wojcik

                                              Thaddeus Wojcik
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