Initial Decision Release No. 1355

Administrative Proceeding

File No. 3-18450

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of

Oriental Dragon Corp.

Initial Decision of Default

February 21, 2019

Appearances: James M. Carlson and Cecilia B. Connor

for the Division of Enforcement,

Securities and Exchange Commission

Before: James E. Grimes, Administrative Law Judge

Summary

This initial decision revokes the registration of the registered securities 

of Oriental Dragon Corp. The revocation is based on Respondent’s failures to 

timely file required periodic reports with the Securities and Exchange 

Commission.

Introduction

On April 25, 2018, the Commission initiated this proceeding under 

Section 12(j) of the Securities Exchange Act of 1934 with an order instituting 

proceedings (OIP). The OIP alleges that Respondent has securities registered 

with the Commission under Exchange Act Section 12(g) and has failed to file 

timely periodic reports with the Commission, in violation of Exchange Act 

Section 13(a) and Rules 13a-1 and 13a-13 thereunder.
2

A different administrative law judge originally presided over this 

proceeding, but following the Supreme Court’s decision in Lucia v. SEC,

1 the 

matter was reassigned to me to provide Respondent with the opportunity for 

a new hearing.2 I have proceeded under the Commission’s directive to not 

give weight to or otherwise presume the correctness of any prior opinions, 

orders, or rulings issued by the prior administrative law judge.3

I determined that Respondent was served with the OIP on December 13, 

2018, and its answer was due December 26, 2018.

4 On January 31, 2019, I 

ordered Respondent to show cause by February 11, 2019, why the 

registration of its securities should not be revoked by default due to its failure 

to file an answer or otherwise defend the proceeding.5 Respondent has not 

filed an answer, attended the prehearing conference held on February 11, 

2019, or responded to the show cause order.

Findings of Fact

Respondent is in default for failing to file an answer, attend the 

prehearing conference, or otherwise defend this proceeding.6 Accordingly, as 

authorized by Rule of Practice 155(a),7 I find the following allegations in the 

OIP to be true.

Oriental Dragon Corp. (f/k/a Emerald Acquisition Corp.), Central Index 

Key No. 1368196, is a Cayman Islands corporation headquartered in China. 

Its common stock is registered with the Commission pursuant to Section 

12(g) of the Exchange Act, but is not traded or quoted on any established 

trading market. The company is delinquent in its periodic filings with the 

Commission, having not filed any periodic reports since it filed a Form 10-Q 

 

1 138 S. Ct. 2044 (2018); see Pending Admin. Proc., Securities Act of 1933 

Release No. 10536, 2018 SEC LEXIS 2058, at *2–3 (Aug. 22, 2018).

2 Pending Admin. Proc., Admin. Proc. Rulings Release No. 5955, 2018 SEC 

LEXIS 2264, at *2–3 (ALJ Sept. 12, 2018).

3 Pending Admin. Proc., 2018 SEC LEXIS 2058, at *4.

4 Oriental Dragon Corp., Admin. Proc. Rulings Release No. 6427, 2019

SEC LEXIS 54, at *1 (ALJ Jan. 31, 2019).

5 Id. at *1–2.

6 See OIP at 2; 17 C.F.R. §§ 201.155(a)(1)–(2), .220(f), .221(f).

7 17 C.F.R. § 201.155(a).
3

for the quarter ended September 30, 2013. Further, the company’s Form 10-K 

for the fiscal year ended December 31, 2012, does not comply with Regulation 

S-X, as Respondent’s auditor withdrew its opinion issued on the financial 

statements for that fiscal year. 

Respondent further failed to heed a delinquency letter sent to 

Respondent by the Division of Corporation Finance requesting compliance 

with its periodic filing obligations.

Conclusions of Law

Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 require public 

corporations to file annual and quarterly reports with the Commission.8

Section 13(a) also requires annual reports to be certified by independent 

public accountants if otherwise prescribed by rule.9 Compliance with these 

reporting requirements is mandatory.10 Scienter is not required to establish 

violations of Exchange Act Section 13(a) and Rules 13a-1 and 13a-13.11

Respondent failed to file timely periodic reports, and one report’s auditing did 

not comply with Regulation S-X. As a result, Respondent failed to comply 

with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13. 

Sanction

Under Exchange Act Section 12(j), the Commission is authorized, “as it 

deems necessary or appropriate for the protection of investors,” to revoke the 

registration of a security or suspend the registration for a period not 

exceeding twelve months if it finds, after notice and an opportunity for 

hearing, that the issuer of the security has failed to comply with any 

provision of the Exchange Act or rules thereunder. In determining what 

sanctions will ensure that investors are adequately protected, the 

Commission “consider[s], among other things, the seriousness of the issuer’s 

violations, the isolated or recurrent nature of the violations, the degree of 

culpability involved, the extent of the issuer’s efforts to remedy its past 

 

8 17 C.F.R. §§ 240.13a-1, .13a-13.

9 15 U.S.C. § 78m(a)(2).

10 America’s Sports Voice, Inc., Exchange Act Release No. 55511, 2007 SEC 

LEXIS 1241, at *12 (Mar. 22, 2007), recons. denied, Exchange Act Release 

No. 55867, 2007 SEC LEXIS 1239 (June 6, 2007).

11 See SEC v. McNulty, 137 F.3d 732, 740–41 (2d Cir. 1998); SEC v. Wills, 

472 F. Supp. 1250, 1268 (D.D.C. 1978).
4

violations and ensure future compliance, and the credibility of its assurances, 

if any, against further violations.”12

Respondent’s failures to file required periodic reports are serious because 

they constitute violations of a central provision of the Exchange Act. The 

purpose of periodic reporting is “to supply investors with current and 

accurate financial information about an issuer so that they may make sound 

[investment] decisions.”13 The reporting requirements are the primary tool 

that Congress “fashioned for the protection of investors from negligent, 

careless, and deliberate misrepresentations” in the sale of securities.14

Respondent’s violations are recurrent in that it repeatedly failed to file 

periodic reports since 2013.

15 Respondent is culpable because it knew or 

should have known about the reporting requirements. It further failed to 

heed a delinquency letter sent to it by the Division of Corporation Finance. 

Even if Respondent did not receive the delinquency letter, the other factors 

weigh in favor of revocation, and scienter is not necessary to establish 

grounds for revocation.16 In any event, there is no indication that 

Respondent’s violations were inadvertent or accidental.17

Respondent has not answered the OIP or otherwise participated in the 

proceeding to address whether it has made any efforts to remedy its past 

violations, and it has made no assurances against further violations. 

 

12 Gateway Int’l Holdings, Inc., Exchange Act Release No. 53907, 2006 SEC 

LEXIS 1288, at *19–20 (May 31, 2006).

13 Id. at *26.

14 Eagletech Commc’ns, Inc., Exchange Act Release No. 54095, 2006 SEC 

LEXIS 1534, at *12 (July 5, 2006) (quoting SEC v. Beisinger Indus. Corp., 

552 F.2d 15, 18 (1st Cir. 1977)).

15 See Nature’s Sunshine Prods., Inc., Exchange Act Release No. 59268, 

2009 SEC LEXIS 81, at *20 (Jan. 21, 2009) (respondent failed to file seven 

required periodic reports due over a two-year period); Impax Labs., Inc., 

Exchange Act Release No. 57864, 2008 SEC LEXIS 1197, at *25–26 (May 23, 

2008) (respondent’s failure to make eight filings over an eighteen-month 

period considered recurrent).

16 See China-Biotics, Inc., Exchange Act Release No. 70800, 2013 SEC 

LEXIS 3451, at *37 & n.60 (Nov. 4, 2013).

17 Id. at *37 n.60.
5

Finally, Respondent’s violations are compounded by the fact that its 

annual report for 2012 did not comply with Regulation S-X because 

Respondent’s auditor withdrew its opinion issued on the financial 

statements.

For the reasons described above, it is necessary and appropriate for the 

protection of investors to revoke the registration of each class of Respondent’s 

registered securities. 

Order

I ORDER that, under Section 12(j) of the Securities Exchange Act of 

1934, the registration of each class of registered securities of Oriental Dragon 

Corp. is hereby REVOKED.18

This initial decision shall become effective in accordance with and 

subject to the provisions of Rule 360.19 Under this rule, a party may file a 

petition for review of this initial decision within twenty-one days after service 

of the initial decision. A party may also file a motion to correct a manifest 

error of fact within ten days of the initial decision, under Rule 111.20 If a 

motion to correct a manifest error of fact is filed by a party, then a party shall 

have twenty-one days to file a petition for review from the date of the 

undersigned’s order resolving such motion to correct a manifest error of fact. 

This initial decision will not become final until the Commission enters an 

order of finality.21 The Commission will enter an order of finality unless a 

party files a petition for review or a motion to correct a manifest error of fact 

or the Commission determines on its own initiative to review the initial 

decision as to a party. If any of these events occur, the initial decision shall 

not become final as to that party.

A respondent may move to set aside a default. Rule 155(b) permits the 

Commission, at any time, to set aside a default for good cause, in order to 

prevent injustice and on such conditions as may be appropriate.22 A motion to 

 

18 This order applies to all classes of Respondent’s securities registered 

under Section 12 of the Exchange Act, whether or not such securities are 

specifically identified by ticker symbol or otherwise in this initial decision.

19 17 C.F.R. § 201.360.

20 17 C.F.R. § 201.111(h).

21 17 C.F.R. § 201.360(d).

22 17 C.F.R. § 201.155(b).
6

set aside a default shall be made within a reasonable time, state the reasons 

for the failure to appear or defend, and specify the nature of the proposed 

defense in the proceeding.

_______________________________

James E. Grimes

Administrative Law Judge