UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10/A
(Amendment No. 1)
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of The Securities Exchange Act of 1934
PAPERCLIP, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 20-5935535 |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
| 1 University Plaza, Hackensack, New Jersey | | 07601 |
| (Address of registrant’s principal executive offices) | | (Zip Code) |
(201) 525-1221
(Registrant’s telephone number including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
None.
Securities to be registered pursuant to Section 12(g) of the Act
Common Stock, $0.001 par value
(Title of class)
Transitional Small Business Disclosure Format YES [X] NO [ ]
PAPERCLIP INC.
INFORMATION REQUIRED IN INFORMATION STATEMENT
Our Amended Information Statement is Exhibit 99.1 to this Form 10/A, Amendment No. 1. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the Information Statement.
Part I
| Item No. | | Caption | | Location in Information Statement |
| 1. | | Description of Business | | “Summary”; “The Distribution”; “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; “Our Business”; and “Where You Can Find More Information” |
| 2. | | Management’s Discussion and Analysis or Plan of Operation | | “Management’s Discussion and Analysis of Financial Condition and Results of Operations” |
| 3. | | Description of Property | | “Our Business - Description of Property” |
| 4. | | Security Ownership of Certain Beneficial Owners and Management | | “Beneficial Ownership of Our Common Stock” |
| 5. | | Directors and Executive Officers, Promoters and Control Persons | | “Management” |
| 6. | | Executive Compensation | | “Management” |
| 7. | | Certain Relationships and Related Transactions and Director Independence | | “Certain Relationships and Related Transactions” |
| 8. | | Description of Securities | | “Description of Capital Stock” |
Part II
| Item No. | | Caption | | Location in Information Statement |
| 1. | | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters | | “Summary”; “The Distribution”; “Dividend Policy”; and “Description of Capital Stock” |
| 2. | | Legal Proceedings | | “Our Business - Legal Proceedings” |
| 3. | | Changes in and Disagreements with Accountants | | “Our Business - Changes In and Disagreements with Accountants” |
| 4. | | Recent Sales of Unregistered Securities | | Not Applicable |
| 5. | | Indemnification of Directors and Officers | | “Management” |
Part F/S
| Item No. | | Caption | | Location in Information Statement |
| | | | | |
| 1 | | Financial Statement | | “Index to Financial Statements” and the financial statements referenced thereon. |
Part III
Exhibit Index
| Exhibit Number | Description |
| 3.1 | Certificate of Incorporation of PaperClip, Inc. |
| 3.2 | Bylaws of PaperClip, Inc. |
| 10.1 | Assignment Agreement between China Dongsheng International, Inc. (formerly known as PaperClip Software, Inc.) and PaperClip, Inc. |
| 23.1 | Consent from Sobel & Co., LLC |
| 23.2 | Consent from Bagell Josephs Levine & Company, LLC. |
| 99.1 | Information Statement dated February _, 2008 |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | |
| PAPERCLIP INC. |
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|
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| Date: February _, 2008 | | /s/ William Weiss |
| |
By: William Weiss |
| | Title: Chief Executive Officer |
