content: As filed with the Securities and Exchange Commission on April 23, 2008
                             Registration No. 000-52639
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             The Securities Act of 1933
  
                                 ORIENT PAPER, INC.
                                 ------------------
                 (Exact name of issuer as specified in its charter)
  
          NEVADA                                                  20-4158835
          ------                                                  ----------
  (State of incorporation)                                     (I.R.S. Employer
                                                            Identification Number)
  
               SCIENCE PARK, XUSHUI TOWN, BAODING CITY, HEBEI PROVINCE
                          PEOPLE'S REPUBLIC OF CHINA 072550
               -------------------------------------------------------
                      (Address of principal executive offices)
  
                    ORIENT PAPER, INC. 2008 EQUITY INCENTIVE PLAN
                    ---------------------------------------------
                             (Full title of the plan(s))
  
                                    Zhenyong Liu
                               Chief Executive Officer
                                 Orient Paper, Inc.
               Science Park, Xushui Town, Baoding City, Hebei Province
                          People's Republic of China 072550
               -------------------------------------------------------
                       (Name and address of agent for service)
  
                               011 - (86) 312-8605508
                               ----------------------
            (Telephone number, including area code, of agent for service)
  
  <TABLE>
  <CAPTION>
                                                    CALCULATION OF REGISTRATION FEE
  
        Title of Securities to be Registered               Amount            Proposed          Proposed         Amount of
                                                            to be             Maximum           Maximum       Registration
                                                       Registered (1)     Offering Price       Aggregate           Fee
                                                                           Per Share (2)    Offering Price
      <S>                                             <C>                    <C>               <C>              <C>
      Common Stock, par value $0.001 per share        5,000,000 shares       $  0.75           $500,000         $  140.63
  </TABLE>
  
  (1)   This Registration Statement covers 5,000,000 shares of Common Stock,
        $0.001 par value, of Orient Paper, Inc. (the "Company") issuable pursuant
        to the Orient Paper, Inc. 2008 Equity Incentive Plan, together with the
        resale of any such shares deemed "control securities" or "restricted
        securities" granted to individuals who are "affiliates" of the Company.
        The terms "control securities" and "restricted securities" are as defined
        by Rule 405 and Rule 144, respectively, under the Securities Act of 1933,
        as amended.
  
  (2)   Estimated solely for the purpose of calculating the proposed maximum
        aggregate offering price and the registration fee pursuant to Rule 457 of
        the Securities Act, based upon the average of the high and low prices of
        Orient Paper, Inc. common stock as reported on the Over The Counter
        Bulletin Board on March 28, 2008, under the symbol "OPAI"
  
        This Registration Statement shall be deemed to cover an indeterminate
        number of additional shares of Orient Paper, Inc. common stock, $0.001 par
        value, as may hereafter be offered or issued pursuant to the Orient Paper,
        Inc. 2008 Equity Incentive Plan to prevent dilution resulting from stock
        splits, stock dividends or similar transactions effected without receipt
        of consideration.
  
  <PAGE>
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1. Plan Information.
  
        The documents containing the information specified in Item 1 will be sent
  or given to participants in the Plan as specified by Rule 428(b)(1) of the
  Securities Act of 1933, as amended (the "Securities Act"). Such documents are
  not required to be and are not filed with the Securities and Exchange Commission
  (the "SEC") either as part of this Registration Statement or as prospectuses or
  prospectus supplements pursuant to Rule 424. These documents and the documents
  incorporated by reference in this Registration Statement pursuant to Item 3 of
  Part II of this Form S-8, taken together, constitute a prospectus that meets the
  requirements of Section 10(a) of the Securities Act.
  
  Item 2. Registrant Information and Employee Plan Annual Information.
  
        Upon written or oral request, any of the documents incorporated by
  reference in Item 3 of Part II of this Registration Statement (which documents
  are incorporated by reference in this Section 10(a) Prospectus), other documents
  required to be delivered to eligible employees, non-employee directors and
  consultants, pursuant to Rule 428(b) are available without charge by contacting:
  
                                       PART II
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
  
        Orient Paper, Inc. (the "Company") hereby incorporates by reference the
  following documents and information heretofore filed with the Securities and
  Exchange Commission (the "Commission"):
  
        (a)   The Company's Annual Report on Form 10-K for the year ended December
              31, 2007, filed with the Commission on March 31, 2008, as amended by
              the Company's Form 10-K/A filed with the Commission on April 15,
              2008.
  
        (b)   The Company's Quarterly Report on Form 10-QSB for the quarter ended
              November 30, 2007, filed with the Commission on January 16, 2008.
  
              The Company's Current Report on Form 8-K filed with the Commission
              on April 1, 2008.
  
        (c)   A description of the Company's common stock is incorporated by
              reference to the Company's Registration Statement on Form 8-A filed
              with the SEC on May 10, 2007, which Form 8-A incorporates by
              reference the description of such common stock by reference to
              Company's the Registration Statement on Form SB-2 (File No.
              333-136301) filed with the Commission on August 4, 2006 (amended by
              the Company's Form SB-2/A No. 1 and SB-2/A No. 2 filed with the
              Commission on September 25, 2006 and October 20, 2006,
              respectively).
  
        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act") on or after the date of this Registration Statement prior to the filing of
  a post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold shall be deemed
  to be incorporated by reference in this Registration Statement and to be part
  hereof from the date of filing of such documents.
  
  Item 4. Description of Securities.
  
        Not applicable. The class of securities to be offered is registered under
  Section 12 of the Securities Exchange Act of 1934, as amended.
  
  Item 5. Interests of Named Experts and Counsel.
  
        Not applicable.
  
  <PAGE>
  
  Item 6. Indemnification of Directors and Officers.
  
        Section 78.7502 of the Nevada Revised Statutes provides that we may
  indemnify any person who was or is a party, or is threatened to be made a party,
  to any threatened, pending or completed action or suit brought by or on behalf
  of the corporation by reason of the fact that he is or was a director, officer,
  employee or agent of the corporation, or is or was serving at the request of the
  corporation as a director, officer, employee or agent of another corporation or
  other entity against expenses (including amounts paid in settlement and
  attorneys' fees) actually or reasonably incurred by him in connection with the
  defense or settlement of such action or suit if he is not liable under Nevada
  Revised Statutes Section 78.138 of if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  corporation. We may not indemnify a person if the person has been adjudged by a
  court of competent jurisdiction to be liable to the corporation, unless and only
  to the extent that the court in which such action or suit was brought or another
  court of competent jurisdiction determines upon application that in view of all
  the circumstances of the case, the person is fairly and reasonably entitled to
  indemnity. With respect to a criminal action or proceeding, the indemnified
  party must have had no reasonable cause to believe his conduct was unlawful.
  
        Section 78.7502 also requires us to indemnify present and former directors
  or officers against expenses if he has been successful on the merits or
  otherwise in defense of any action, suit or proceeding, or in defense of any
  claim, issue or matter.
  
        Article VIII of our Articles of Incorporation provides that "every person
  who was or is a party to or is threatened to be made a party to, or is involved
  in any action, suit or proceeding, whether civil, criminal, administrative or
  investigative, by reason of the fact that he, or a person of whom he is the
  legal representative, is or was a director or officer of the corporation, or is
  or was serving at the request of the corporation as a director or officer of
  another corporation, or as its representative in a partnership, joint venture,
  trust or other enterprise, shall be indemnified and held harmless to the fullest
  extent legally permissible under the laws of the State of Nevada from time to
  time against all expenses, liability and loss (including attorneys' fees,
  judgments, fines and amounts paid or to be paid in settlement) reasonably
  incurred or suffered by him in connection therewith. Such right of
  indemnification shall be a contract right which may be enforced in any manner
  desired by such person. The expenses of officers and directors incurred in
  defending a civil or criminal action, suit or proceeding must be paid by the
  corporation as they are incurred and in advance of the final disposition of the
  action, suit or proceeding, upon receipt of an undertaking by or on behalf of
  the director or officer to repay the amount if it is ultimately determined by a
  court of competent jurisdiction that he is not entitled to be indemnified by the
  corporation. Such right of indemnification shall not be exclusive of any other
  right which such directors, officers or representatives may have or hereafter
  acquire, and without limiting the generality of such statement, they shall be
  entitled to their respective rights of indemnification under any by-law,
  agreement, vote of stockholders, provision of law, or otherwise, as well as
  their rights under this Article."
  
        Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable.
  
  Item 7. Exemption from Registration Claimed.
  
        Not applicable.
  
  Item 8. Exhibits.
  
        Exhibit No.   Description
  
        4.1           Orient Paper, Inc. 2008 Equity Incentive Plan.
        5.1           Opinion of Eaton & Van Winkle LLP
        23.1          Consent of Eaton & Van Winkle LLP (contained in Exhibit 5.1)
        23.2          Consent of Davis Accounting Group P.C.
        23.3          Consent of Farber Hass Hurley LLP
  
  <PAGE>
  
  Item 9. Undertakings.
  
        The undersigned registrant hereby undertakes as follows:
  
        1. To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement to include any material
  information with respect to the plan of distribution not previously disclosed in
  the registration statement or any material change to such information in the
  registration statement.
  
        2. That, for the purpose of determining any liability under the Securities
  Act, each such post-effective amendment shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
        3. To remove from registration by means of a post-effective amendment any
  of the securities being registered which remain unsold at the termination of the
  offering.
  
        4. The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
        5. Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
  <PAGE>
  
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  the registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in Baoding City, Hebei Province, People's Republic of China on
  this 21 day of April, 2008.
  
                                               ORIENT PAPER, INC.
  
  
                                               By:  /s/ Zhenyong Liu
                                                    ------------------------------
                                                    Name:  Zhenyong Liu
                                                    Title: Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below has singed this registration statement, and hereby also
  constitutes and appoints Zhenyong Liu and Jing Hao, jointly and severally, his
  or her attorney-in-fact, each with the power of substitution, for him or her in
  any and all capacities, to sign any and all amendments to this Registration
  Statement on Form S-8, and to file the same, with exhibits thereto and other
  documents in connection therewith, with the Securities and Exchange Commission,
  hereby ratifying and confirming all that each of said attorneys-in-fact, or his
  substitute or substitutes, may do or cause to be done by virtue hereof.
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated:
  
  <TABLE>
  <CAPTION>
  Signature                   Title                                                 Date
  ---------                   -----                                                 ----
  <S>                         <C>                                                   <C>
  
  /s/ Zhenyong Liu            Chief Executive Officer, Chairman and Director        April 21, 2008
  ---------------------       (Principal Executive Officer)
  Zhenyong Liu
  
  
  /s/ Jing Hao                Chief Financial Officer                               April 21, 2008
  ---------------------       (Principal Financial and Accounting Officer)
  Jing Hao
  
  
  /s/ Dahong Zhou             Secretary                                             April 21, 2008
  ---------------------
  Dahong Zhou
  
  
  /s/ Xiaodong Liu            Director                                              April 21, 2008
  ---------------------
  Xiaodong Liu
  
  
  /s/ Fuzeng Liu              Director                                              April 21, 2008
  ---------------------
  Fuzeng Liu
  
  
  /s/ Chen Li                 Director                                              April 21, 2008
  ---------------------
  Chen Li
  </TABLE>
  
  <PAGE>
  
                                  Index to Exhibits
  
  Exhibit
  Number        Description
  
  4.1           Orient Paper, Inc. 2008 Equity Incentive Plan.
  5.1           Opinion of Eaton & Van Winkle LLP
  23.1          Consent of Eaton & Van Winkle LLP (contained in Exhibit 5.1).
  23.2          Consent of Davis Accounting Group P.C.
  23.3          Consent of Farber Hass Hurley LLP
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "e603724_s8-orient.txt", "secsgml_size_bytes": 18234}]
metadata_filer: {"company-data": {"conformed-name": "Orient Paper Inc.", "cik": "0001358190", "assigned-sic": "6141", "irs-number": "204158835", "state-of-incorporation": "NV", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-150394", "film-number": "08772098"}, "business-address": {"street1": "SUITE 100", "street2": "202 NORTH CURRY STREET", "city": "CARSON CITY", "state": "NV", "zip": "89703-4121", "phone": "(775) 321-8243"}, "mail-address": {"street1": "SUITE 100", "street2": "202 NORTH CURRY STREET", "city": "CARSON CITY", "state": "NV", "zip": "89703-4121"}, "former-company": {"former-conformed-name": "CARLATERAL, INC.", "date-changed": "20060403"}}
text: As filed with the Securities and Exchange Commission on April 23, 2008
                             Registration No. 000-52639
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             The Securities Act of 1933
  
                                 ORIENT PAPER, INC.
                                 ------------------
                 (Exact name of issuer as specified in its charter)
  
          NEVADA                                                  20-4158835
          ------                                                  ----------
  (State of incorporation)                                     (I.R.S. Employer
                                                            Identification Number)
  
               SCIENCE PARK, XUSHUI TOWN, BAODING CITY, HEBEI PROVINCE
                          PEOPLE'S REPUBLIC OF CHINA 072550
               -------------------------------------------------------
                      (Address of principal executive offices)
  
                    ORIENT PAPER, INC. 2008 EQUITY INCENTIVE PLAN
                    ---------------------------------------------
                             (Full title of the plan(s))
  
                                    Zhenyong Liu
                               Chief Executive Officer
                                 Orient Paper, Inc.
               Science Park, Xushui Town, Baoding City, Hebei Province
                          People's Republic of China 072550
               -------------------------------------------------------
                       (Name and address of agent for service)
  
                               011 - (86) 312-8605508
                               ----------------------
            (Telephone number, including area code, of agent for service)
  CALCULATION OF REGISTRATION FEE
  
        Title of Securities to be Registered               Amount            Proposed          Proposed         Amount of
                                                            to be             Maximum           Maximum       Registration
                                                       Registered (1)     Offering Price       Aggregate           Fee
                                                                           Per Share (2)    Offering Price
  Common Stock, par value $0.001 per share        5,000,000 shares       $  0.75           $500,000         $  140.63
  (1)   This Registration Statement covers 5,000,000 shares of Common Stock,
        $0.001 par value, of Orient Paper, Inc. (the "Company") issuable pursuant
        to the Orient Paper, Inc. 2008 Equity Incentive Plan, together with the
        resale of any such shares deemed "control securities" or "restricted
        securities" granted to individuals who are "affiliates" of the Company.
        The terms "control securities" and "restricted securities" are as defined
        by Rule 405 and Rule 144, respectively, under the Securities Act of 1933,
        as amended.
  
  (2)   Estimated solely for the purpose of calculating the proposed maximum
        aggregate offering price and the registration fee pursuant to Rule 457 of
        the Securities Act, based upon the average of the high and low prices of
        Orient Paper, Inc. common stock as reported on the Over The Counter
        Bulletin Board on March 28, 2008, under the symbol "OPAI"
  
        This Registration Statement shall be deemed to cover an indeterminate
        number of additional shares of Orient Paper, Inc. common stock, $0.001 par
        value, as may hereafter be offered or issued pursuant to the Orient Paper,
        Inc. 2008 Equity Incentive Plan to prevent dilution resulting from stock
        splits, stock dividends or similar transactions effected without receipt
        of consideration.
  PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1. Plan Information.
  
        The documents containing the information specified in Item 1 will be sent
  or given to participants in the Plan as specified by Rule 428(b)(1) of the
  Securities Act of 1933, as amended (the "Securities Act"). Such documents are
  not required to be and are not filed with the Securities and Exchange Commission
  (the "SEC") either as part of this Registration Statement or as prospectuses or
  prospectus supplements pursuant to Rule 424. These documents and the documents
  incorporated by reference in this Registration Statement pursuant to Item 3 of
  Part II of this Form S-8, taken together, constitute a prospectus that meets the
  requirements of Section 10(a) of the Securities Act.
  
  Item 2. Registrant Information and Employee Plan Annual Information.
  
        Upon written or oral request, any of the documents incorporated by
  reference in Item 3 of Part II of this Registration Statement (which documents
  are incorporated by reference in this Section 10(a) Prospectus), other documents
  required to be delivered to eligible employees, non-employee directors and
  consultants, pursuant to Rule 428(b) are available without charge by contacting:
  
                                       PART II
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
  
        Orient Paper, Inc. (the "Company") hereby incorporates by reference the
  following documents and information heretofore filed with the Securities and
  Exchange Commission (the "Commission"):
  
        (a)   The Company's Annual Report on Form 10-K for the year ended December
              31, 2007, filed with the Commission on March 31, 2008, as amended by
              the Company's Form 10-K/A filed with the Commission on April 15,
              2008.
  
        (b)   The Company's Quarterly Report on Form 10-QSB for the quarter ended
              November 30, 2007, filed with the Commission on January 16, 2008.
  
              The Company's Current Report on Form 8-K filed with the Commission
              on April 1, 2008.
  
        (c)   A description of the Company's common stock is incorporated by
              reference to the Company's Registration Statement on Form 8-A filed
              with the SEC on May 10, 2007, which Form 8-A incorporates by
              reference the description of such common stock by reference to
              Company's the Registration Statement on Form SB-2 (File No.
              333-136301) filed with the Commission on August 4, 2006 (amended by
              the Company's Form SB-2/A No. 1 and SB-2/A No. 2 filed with the
              Commission on September 25, 2006 and October 20, 2006,
              respectively).
  
        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act") on or after the date of this Registration Statement prior to the filing of
  a post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold shall be deemed
  to be incorporated by reference in this Registration Statement and to be part
  hereof from the date of filing of such documents.
  
  Item 4. Description of Securities.
  
        Not applicable. The class of securities to be offered is registered under
  Section 12 of the Securities Exchange Act of 1934, as amended.
  
  Item 5. Interests of Named Experts and Counsel.
  
        Not applicable.
  Item 6. Indemnification of Directors and Officers.
  
        Section 78.7502 of the Nevada Revised Statutes provides that we may
  indemnify any person who was or is a party, or is threatened to be made a party,
  to any threatened, pending or completed action or suit brought by or on behalf
  of the corporation by reason of the fact that he is or was a director, officer,
  employee or agent of the corporation, or is or was serving at the request of the
  corporation as a director, officer, employee or agent of another corporation or
  other entity against expenses (including amounts paid in settlement and
  attorneys' fees) actually or reasonably incurred by him in connection with the
  defense or settlement of such action or suit if he is not liable under Nevada
  Revised Statutes Section 78.138 of if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  corporation. We may not indemnify a person if the person has been adjudged by a
  court of competent jurisdiction to be liable to the corporation, unless and only
  to the extent that the court in which such action or suit was brought or another
  court of competent jurisdiction determines upon application that in view of all
  the circumstances of the case, the person is fairly and reasonably entitled to
  indemnity. With respect to a criminal action or proceeding, the indemnified
  party must have had no reasonable cause to believe his conduct was unlawful.
  
        Section 78.7502 also requires us to indemnify present and former directors
  or officers against expenses if he has been successful on the merits or
  otherwise in defense of any action, suit or proceeding, or in defense of any
  claim, issue or matter.
  
        Article VIII of our Articles of Incorporation provides that "every person
  who was or is a party to or is threatened to be made a party to, or is involved
  in any action, suit or proceeding, whether civil, criminal, administrative or
  investigative, by reason of the fact that he, or a person of whom he is the
  legal representative, is or was a director or officer of the corporation, or is
  or was serving at the request of the corporation as a director or officer of
  another corporation, or as its representative in a partnership, joint venture,
  trust or other enterprise, shall be indemnified and held harmless to the fullest
  extent legally permissible under the laws of the State of Nevada from time to
  time against all expenses, liability and loss (including attorneys' fees,
  judgments, fines and amounts paid or to be paid in settlement) reasonably
  incurred or suffered by him in connection therewith. Such right of
  indemnification shall be a contract right which may be enforced in any manner
  desired by such person. The expenses of officers and directors incurred in
  defending a civil or criminal action, suit or proceeding must be paid by the
  corporation as they are incurred and in advance of the final disposition of the
  action, suit or proceeding, upon receipt of an undertaking by or on behalf of
  the director or officer to repay the amount if it is ultimately determined by a
  court of competent jurisdiction that he is not entitled to be indemnified by the
  corporation. Such right of indemnification shall not be exclusive of any other
  right which such directors, officers or representatives may have or hereafter
  acquire, and without limiting the generality of such statement, they shall be
  entitled to their respective rights of indemnification under any by-law,
  agreement, vote of stockholders, provision of law, or otherwise, as well as
  their rights under this Article."
  
        Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable.
  
  Item 7. Exemption from Registration Claimed.
  
        Not applicable.
  
  Item 8. Exhibits.
  
        Exhibit No.   Description
  
        4.1           Orient Paper, Inc. 2008 Equity Incentive Plan.
        5.1           Opinion of Eaton & Van Winkle LLP
        23.1          Consent of Eaton & Van Winkle LLP (contained in Exhibit 5.1)
        23.2          Consent of Davis Accounting Group P.C.
        23.3          Consent of Farber Hass Hurley LLP
  Item 9. Undertakings.
  
        The undersigned registrant hereby undertakes as follows:
  
        1. To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement to include any material
  information with respect to the plan of distribution not previously disclosed in
  the registration statement or any material change to such information in the
  registration statement.
  
        2. That, for the purpose of determining any liability under the Securities
  Act, each such post-effective amendment shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
        3. To remove from registration by means of a post-effective amendment any
  of the securities being registered which remain unsold at the termination of the
  offering.
  
        4. The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
        5. Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  the registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in Baoding City, Hebei Province, People's Republic of China on
  this 21 day of April, 2008.
  
                                               ORIENT PAPER, INC.
  
                                               By:  /s/ Zhenyong Liu
                                                    ------------------------------
                                                    Name:  Zhenyong Liu
                                                    Title: Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below has singed this registration statement, and hereby also
  constitutes and appoints Zhenyong Liu and Jing Hao, jointly and severally, his
  or her attorney-in-fact, each with the power of substitution, for him or her in
  any and all capacities, to sign any and all amendments to this Registration
  Statement on Form S-8, and to file the same, with exhibits thereto and other
  documents in connection therewith, with the Securities and Exchange Commission,
  hereby ratifying and confirming all that each of said attorneys-in-fact, or his
  substitute or substitutes, may do or cause to be done by virtue hereof.
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated:
  Signature                   Title                                                 Date
  ---------                   -----                                                 ----
  /s/ Zhenyong Liu            Chief Executive Officer, Chairman and Director        April 21, 2008
  ---------------------       (Principal Executive Officer)
  Zhenyong Liu
  
  /s/ Jing Hao                Chief Financial Officer                               April 21, 2008
  ---------------------       (Principal Financial and Accounting Officer)
  Jing Hao
  
  /s/ Dahong Zhou             Secretary                                             April 21, 2008
  ---------------------
  Dahong Zhou
  
  /s/ Xiaodong Liu            Director                                              April 21, 2008
  ---------------------
  Xiaodong Liu
  
  /s/ Fuzeng Liu              Director                                              April 21, 2008
  ---------------------
  Fuzeng Liu
  
  /s/ Chen Li                 Director                                              April 21, 2008
  ---------------------
  Chen Li
  Index to Exhibits
  
  Exhibit
  Number        Description
  
  4.1           Orient Paper, Inc. 2008 Equity Incentive Plan.
  5.1           Opinion of Eaton & Van Winkle LLP
  23.1          Consent of Eaton & Van Winkle LLP (contained in Exhibit 5.1).
  23.2          Consent of Davis Accounting Group P.C.
  23.3          Consent of Farber Hass Hurley LLP