**FORM
      10-KSB/A**





**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


**x**
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES****EXCHANGE
                ACT of 1934 For the fiscal year ended December 31,
                2005****OR****o**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES****EXCHANGE
                ACT of 1934 For the transition period
                from**





Commission
      File Number: 333-69270





**ONLINE
      PROCESSING, INC.**


(Name
      of
      small business issuer in its charter)


**Nevada**
            **22-3774845**(State
                or Other Jurisdiction of Organization)
            (IRS
                Employer Identification #)




750
      East
      Interstate 30


Suite
      100


Rockwell,
      Texas 75087


(Address
      of principal executive offices, including zip code)





972-771-2305


(Registrant's
      telephone number, including area code)





Securities
      registered pursuant to Section 12(b) of the Act: **None**





Securities
      registered pursuant to Section 12(g) of the Act: **None**





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act. **YES x  NO o**





Check
      whether the Issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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**





Check
      if
      no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is
      contained herein, and no disclosure will be contained, to the best of
      Registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. o





The
      registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
      x





The
      Company recorded **$0** revenues
      for its most recent fiscal year ended **December 31, 2005** .





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the registrant was **$5,806,895 as of December 31, 2005** .




Number
      of
      shares outstanding of the registrant's class of common stock, as of **December 31, 2005: 11,518,233**





Documents
      Incorporated By Reference: NONE





Transitional
      Small Business Disclosure Format: Yes o No x







We
        are
        amending the Form 10-KSB for the fiscal year ended December 31, 2005 filed
        on
        February 24, 2006, to include the entire filing together with the certifications
        of each of our current chief executive officer and chief financial officer
        in
        the form currently set forth in Item 601(b)(31) of Regulation
        S-K.




**PART
      I.**




**ITEM
      1.**


**DESCRIPTION
      OF BUSINESS**





Online
      Processing Inc. was organized under the laws of the State of Nevada in 2000.
       Our initial business was to provide Internet-based mortgage processing for
      mortgage brokers.  We were never able to achieve profitability in that
      business, so we began searching for operating companies to acquire in order
      to
      increase shareholder value.





In
      February 2003, through a share exchange, we acquired 100% of the issued and
      outstanding stock of Communication Field Services, Inc., a Nevada corporation
      engaged in the business of providing installation, maintenance and servicing
      of
      communication technologies.  Our plan was to secure additional financing to
      expand the CFS’ business, but we were unable to do so, and in March 2003, we
      decided to cease commercial operations in CFS.  On January 21, 2004, we
      agreed to sell all of the stock of CFS to Roger Henley, our former Chief
      Executive Officer, in consideration for 2,934,000 of the 3,260,000 shares of
      our
      common stock that he owned.





Thereafter
      we began the process of reviewing new business opportunities with the intention
      of maximizing shareholders' interest, looking at possible business acquisitions
      in North America and internationally. On January 10, 2006, we entered into
      a
      Share Exchange Agreement to acquire all of Diguang International Holdings,
      Ltd.’s issued and outstanding stock in exchange for 18,250,000 shares of our
      common stock.  Diguang was organized under the laws of the British Virgin
      Islands on July 27, 2004.  Provided certain conditions to closing are met,
      we expect to consummate the Share Exchange in the first or second quarter of
      2006, or at such other time as the parties agree.  As a result of the Share
      Exchange, Diguang’s former shareholders will acquire an 80.8% interest in our
      common stock.  In the first quarter of 2006, we initiated a 3 for 5 reverse
      stock split of our common stock, which is one of the closing conditions to
      the
      Share Exchange; the split is effective as of February 22, 2006.  Upon
      effectiveness, we will have a new OTC Bulletin Board trading symbol, “ONLP”.




**ITEM
      2.**


**DESCRIPTION
      OF PROPERTY**





During
      2005, our corporate offices were located at 750 East Interstate 30, Suite 100,
      Rockwall, Texas 75087. We share these corporate facilities with an unrelated
      company, which includes the use of telephones, equipment and the internet for
      $500 per month.




**ITEM
       3.**


**LEGAL
      PROCEEDINGS**





We
      are
      not currently involved in any legal proceedings.




**ITEM
      4.**


**SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS**





On
      October 14, 2005, a majority of our shareholders (84.67%) consented, via written
      consent in lieu of a meeting, to split our stock 3 for 5.  On November 22,
      2005 a majority of our shareholders (74.51%) consented, via written consent
      in
      lieu of a meeting, to allow us to convert into a British Virgin Islands
      corporation in connection with the closing of the  Share Exchange with
      Diguang.  However, at present in negotiations with Diguang, Diguang has
      stated that it may waive the condition that we redomicile to the British Virgin
      Islands at or prior to the closing of the Share Exchange.  As a result,
      following the close of the Share Exchange, we may remain as a Nevada
      corporation.










**PART
      II**




**ITEM
      5.**


**MARKET
      FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDERS
      MATTERS**





Our
      Common Stock is currently quoted on the OTC Bulletin Board under the symbol
      “OLPC.” Upon effectiveness of the reverse split, February 22, 2006, our stock
      will trade under the new OTC Bulletin Board trading symbol, “ONLP.”





The
      following table sets forth the quarterly high and low bid prices for the Common
      Stock for 2005.  The prices set forth below represent interdealer
      quotations, without retail markup, markdown or commission and may not be
      reflective of actual transactions.




*Fiscal
                2005*
            
            
            **High
                Bid**
            
            
            **Low
                Bid**First
                Quarter
            
            $
            1.01
            
            $
            0.20Second
                Quarter
            
            $
            1.01
            
            $
            0.20Third
                Quarter
            
            $
            2.50
            
            $
            0.25Fourth
                Quarter
            
            $
            3.25
            
            $
            1.01




*Shareholders*





As
      of
      December 31, 2005, there were approximately 90 record holders of the Common
      Stock. This number excludes any estimate by us of the number of beneficial
      owners of shares held in street name, the accuracy of which cannot be
      guaranteed.





*Dividends*





We
      have
      not paid cash dividends on any class of common equity since formation and we
      do
      not anticipate paying any dividends on our outstanding Common Stock in the
      foreseeable future.





*Warrants*





We
      do not
      have any outstanding warrants.




**ITEM
      6**


**MANAGEMENT
      DISCUSSIONS AND ANALYSIS OR PLAN OF OPERATION**





SUMMARY
      OF 2005





During
      2005 we continued our search for operating companies to acquire to increase
      shareholder value. As part of this process, in September  2005, we issued
 1,333,333  restricted  shares of our common  stock to
      Chardan  Capital, LLC, in exchange for  Chardan's  services in
      finding an operating company as a target company to enter into a Share Exchange
      with us.  Chardan paid a total of $1,333.33 for the stock.  All of the
      stock was subject to our right to repurchase it for the amount Chardan paid
      to
      acquire the stock if we consummated a business combination with an operating
      company that Chardan did not introduce to us. The sale of these securities
      was
      exempt










from
      registration under Section 4(2) of the Securities Act as an issuance not
      involving a public offering.





On
      September 28, 2005, in conjunction with Chardan, we entered into a Memorandum
      of
      Understanding to acquire Diguang International Holdings, Inc., a British Virgin
      Islands holding company.  On January 10, 2006, we entered into a Share
      Exchange Agreement with Diguang, pursuant to which we intend to acquire Diguang
      in a reverse take over transaction.  Upon consummation of the Share
      Exchange, we will change our name to Diguang International Development Co.,
      Ltd.
 One of the conditions to closing required us to affect a 3 for 5 reverse
      stock split; such split is effective as of February 22, 2006.  As a result
      of the stock split, we have 6,910,940 shares of common stock issued and
      outstanding.  Simultaneously  with  the Share Exchange,  we
      will cancel some of our previously issued shares,  leaving  us
 with  1,943,000  shares  issued  and outstanding.
 Under the terms of the Share Exchange, Diguang will receive 18,250,000
      shares of our common stock.  Simultaneously, in a private placement, we
      intend to raise funds in the amount of $12,000,000 in exchange for 2,400,000
      of
      our common shares. The closing of the Share Exchange is subject to customary
       closing  conditions,  including our  Board of
 Directors’  approval of the Share  Exchange  Agreement.
 In recent negotiations with Diguang, Diguang has indicated that it may
      waive the requirement that we redomicile to the British Virgin Islands at or
      prior to closing.  In addition, the closing is conditioned on successfully
      raising the $12,000,000 and the US GAAP financial  audit of Diguang
      not  resulting in any material  (greater than 10%)
      differences between the financial  condition disclosed to us in the
      Memorandum of Understanding and the satisfactory  results of additional
      legal and operational  due diligence.  The Memorandum of Understanding
      provides for a breakup fee between the parties of $500,000 under  certain
 conditions. We, along with Chardan will be required to pay Diguang,
      $500,000 if we are unable to complete the Share Exchange and Diguang'sfinancial
      results are not more than 5% worse than disclosed in the Memorandum of
 Understanding.  Similarly, if Diguang is unable to complete the Share
      Exchange or its financial condition is less  favorable by more than 10%, it
      will be required to pay us and Chardan a total of  $500,000.  Chardan
      agreed to  indemnify  us for  our  portion  of the
 break-up  fee  if the  break  up is attributed
 to Chardan  and us but is not a result of any action or
 inaction on our part. The shares that we intend to issue in the private
      placement disclosed herein will not be registered under the Securities Act
      and
      may not be offered or sold in the United States absent registration  or an
      applicable  exemption from the  registration  requirements of the
      Securities Act. The foregoing information has been disclosed herein as it is
      a
      material condition to the closing of the Share Exchange and should not be
      construed as an offer to sell or solicitation of an offer to buy our securities.
       The securities to be sold in the private placement will not be registered
      under the Securities Act and may not be offered or sold in the United States
      absent registration or an applicable exemption from registration requirements.




*Year
      Ended December 31, 2003 Compared to the Year Ended December 31,
      2004*





Net
      revenues for the year ended December 31, 2005 were $0.  This was unchanged
      from our net revenues for the year ended December 31, 2004.





Total
      expenses for the year ended December 31, 2005 increased by approximately
      1,640,000 to approximately 1,664,000 from approximately 24,000 for the
      corresponding period of the prior year.  The increase is attributable to
      mainly to the issuance of approximately 1,738,000 restricted shares of our
      common stock in issued for services in conjunction with our efforts to find
      an
      operating company and to assist with fund raising.









Net
      loss
      for the year ended December 31, 2005 decreased by roughly $1,640,000 to
      approximately $1,664,000 from roughly $24,000 for the corresponding period
      of
      the prior year.





We
      were
      unable to generate sufficient funds from our operations to finance our expenses
      so relied upon shareholders to fund the expenses of the Company.  As a
      result, on September 28, 2005, we entered into a Memorandum of Understanding
      to
      acquire Diguang International Holdings, Inc. to increase our shareholders
      value.





*Subsequent
      Events*





On
      January 10, 2006 we entered into a definitive Share Exchange Agreement to
      acquire Diguang International Holdings, Ltd., a British Virgin Islands company
      with operating subsidiaries in China, Hong Kong and the British Virgin Islands.
       The closing of the Share Exchange remains contingent upon the satisfaction
      of a number of material conditions, and as a result, *the
      closing of the Share Exchange has not yet occurred, and there has not yet been
      a
      change in control of the Company* .
       If the conditions to be satisfied are not fully met in a timely
      fashion, *the
      Share Exchange and actions related thereto, as more fully described elsewhere
      in
      this filing,  may not occur.*




Assuming
      the Share Exchange closes, Diguang will become our wholly owned subsidiary,
      and
      Diguang’s shareholders will own the majority of our voting stock.  To
      accomplish the Share Exchange, we will issue an aggregate of 18,250,000 shares
      of our common stock in exchange for all of Diguang’s issued and outstanding
      capital stock.  The shares to be issued to the Diguang stockholders will
      only be issued to accredited investors pursuant to a claim of exemption under
      Section 4(2) of the Securities Act of 1933, as amended, for issuances not
      involving a public offering. Although our shareholders were not required to
      approve the Share Exchange, a majority of our shareholders have approved it
      by
      written consent.  The foregoing summary description relating to the Share
      Exchange Agreement does not purport to be complete and is qualified in its
      entirety by reference to the Share Exchange Agreement as it was filed in a
      Current Report on Form 8-K that we filed with the SEC on January 17, 2006.





Pursuant
      to the terms of the Share Exchange Agreement, once the Share Exchange closes,
      Diguang’s officers and directors will be appointed as our officers and
      directors, and Terri Wonderly will resign as our President, CEO and sole
      director.





In
      October 2005, our Board of Directors and a majority of our shareholders approved
      a 3-for-5 reverse split of our common stock.  Prior to the reverse split we
      had 11,518,233 shares of Common Stock issued and outstanding.  The reverse
      split, which is effective as of February 22, 2006, causes us to have 6,910,940
      shares of common stock issued and outstanding. In addition, prior to but in
      connection with the Share Exchange, Terri Wonderly, our CEO, will return to
      us
      for cancellation 4,967,940 of our Common Stock that she owns, and as a result,
      our total outstanding shares of Common Stock will be 1,943,000 immediately
      prior
      to the Share Exchange.





In
      addition to the stock issued in the Share Exchange, we have agreed to issue
      up
      to 6,000,000 shares of our Common Stock as Incentive Shares to specified
      individuals involved in Diguang’s management if it achieves specified after-tax
      profit targets for fiscal years 2006 through 2009.   The following
      number of shares will be available for issuance as Incentive Shares in
      the










specified
      year: in 2006, 500,000 shares; in 2007, 1,500,000 shares; and in 2008 and 2009,
      2,000,000 shares per year.


As
      a
      result of the Share Exchange, the Cancellation of Ms. Wonderly’s shares and the
      private placement, we will have 22,593,000 shares of Common Stock issued and
      outstanding.  Of that amount, Diguang’s shareholders will own 80.8%, with
      the balance held by investors in the private placement and those who held our
      shares prior to the Share Exchange, including Ms. Wonderly.




**ITEM
      7.**




**FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA**


Our
      financial statements, together with the independent auditors' report thereon
      of
      Lopez, Blevins, Bork & Associates, LLP appear on pages F-1 through F-7 of
      this report.




**ITEM
      8.**




**CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANICAL
      DISCLOSURES**





None.




**ITEM
      8A.**


**CONTROLS
      AND PROCEDURES**




(a)
              Evaluation
                  of disclosure controls and
                  procedures





As
      required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the
      end
      of the period covered by the annual report, being July 31, 2005, we have carried
      out an evaluation of the effectiveness of the design and operation of our
      company's disclosure controls and procedures.  This evaluation was carried
      out under the supervision and with the participation of our company's
      management, including our company's president along with our company's
      secretary.  Based upon that evaluation, our company's president along with
      our company's secretary concluded that our company's disclosure controls and
      procedures are effective as at the end of the period covered by this report.
      There have been no significant changes in our internal controls over financial
      reporting that occurred during our most recent fiscal quarter that have
      materially affected, or are reasonably likely to materially affect our internal
      controls over financial reporting.





Disclosure
      controls and procedures and other procedures that are designed to ensure that
      information required to be disclosed in our reports filed or submitted under
      the
      Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
      within the time period specified in the Securities and Exchange Commission's
      rules and forms.  Disclosure controls and procedures include, without
      limitation, controls and procedures designed to ensure that information required
      to be disclosed in our reports filed under the Securities Exchange Act of 1934
      is accumulated and communicated to management including our president and
      secretary as appropriate, to allow timely decisions regarding required
      disclosure.




(b)
              Changes
                  in internal controls









There
      were no significant changes in our internal controls or in other factors that
      could significantly affect these controls subsequent to the date of the
      evaluation of those controls by the chief executive officer and principal
      financial officer.




**PART
      III.**




**ITEM
      9.**


**DIRECTORS
      AND EXECUTIVE OFFICERS OF REGISTRANT**





As
      of
      December 31, 2005, the following persons serve as our directors and officers.





Terri Wonderly
            Chief Executive Officer, President,
              Chief
              Financial Officer and Director




***Terri
      Wonderly, CEO, President, CFO and director.*** Ms.
      Wonderly was designated our Chief Executive Officer, Chief Financial Officer
      and
      sole Director on January 21, 2004.  Ms. Wonderly has more than nineteen
      years experience in the real estate industry working for mortgage companies,
      banks and title companies. She has performed various duties, including taking
      loan applications all the way thru processing, underwriting - including
      performing the physical and automated underwriting - preparing loan packages,
      physically closing loans, funding the loans and shipping the files to the
      funding sources.  Ms. Wonderly was an Underwriter and Senior Loan
      Specialist with Ameri-National Mortgage, Inc. from 1991 to 1996, an Underwriter
      and Closer at Columbian Bank and Trust in 1996, a Processor and Personnel
      Trainer at Universal Mortgage in 1997, a Loan Specialist at the Bank of Jacomo
      in 1998, a Processor and Personnel Trainer at Regional Investments in 1999,
      performed Database Maintenance for Chappell & Associates, Inc. in 2000, a
      Loan Processing Specialist for Discount Mortgage Source, Inc. from 2002 to
      the
      present.  Ms. Wonderly is a member of the National Association of Mortgage
      Brokers.





**ITEM
      10.**


**EXECUTIVE
      COMPENSATION**





No
      compensation was paid in 2005.










**ITEM
      11.**


**SECUIRTY
      OWNERSHIP OF MANANGEMENT AND BENEFICIAL OWNERS**




As
      of
      December 31, 2005, the following persons are known to us to own 5% or more
      of
      our voting stock:




AMOUNT
            PERCENTName
                and Address
            BENEFICIALLY
                OWNED*
            OF
                CLASSTerri
                Wonderly
              750
                East Interstate 30, Suite 100
              Rockwall,
                Texas 75087
            8,281,000
            71.89%Chardan
                Capital, LLC
              625
                Broadway
              Suite
                1111
              San
                Diego, CA  92101
            1,333,333
            11.58%All
                directors and officers
            8,281,000
            71.89%




*
                    Unless otherwise indicated such
                      person is the
                      sole beneficial owner of the
                      shares set forth opposite his
                      name.








**ITEM
      12.**


**CERTAIN
      RELATIONSHIPS AND RELATED PARTY TRANSACTION**





On
      January 21, 2004, we agreed to sell all of the stock of CFS to Roger Henley,
      our
      former Chief Executive Officer, in consideration for 2,934,000 of the 3,260,000
      shares of our common stock that he owned.




**ITEM
      13.**


**EXHIBITS,
      FINANICAL STATEMENTS AND REPORTS ON FORM 8-K**





(a)
              The following documents are filed
                as part of
                this report:  Included in Part II, Item 7 of this
                report:





Report
      of
      Independent Public Accountant





Balance
      Sheet as of December 31, 2005





Statement
      of Operations - Twelve Months Ending December 31, 2005 and 2004





Statement
      of Stockholders Equity - Twelve Months Ending December 31, 2005 and
      2004





Statement
      of Cash Flows - Twelve Months Ending December 31, 2005 and 2004





Notes
      to
      Financial Statements




(b)
              The
                  company filed the following Form 8-Ks in 2004 and 2005.2.01*
              Sale
                  of Communication Field Services to Roger Henley and Resignation
                  of Peter
                  Bowthrope, filed as Form 8-K dated January 21, 2004.2.02*
              Form
                  8-K filed July 20, 2004 - Change in Control pursuant to return
                  of Shares
                  pursuant to the Escrow as part of the Share Exchange Agreement,
                  entered
                  into as of February 28, 2003, among Online Processing, Inc. and
                  the owners
                  of record of all of the issued and outstanding stock of Communication
                   Field  Services,  Inc., which was originally files,
                  together with the exhibits thereto, on a Form 8-K dated March 10,
                  2003.2.03*
              Changes
                  in Auditors, filed as Form 8-K/A dated August 23, 2004.2.04*
              Resignation
                  of Michael Kamps, filed as Form 8-K dated June 22,
                  2005.2.05*
              Memorandum
                  of Understanding to acquire Diguang International Holdings, Inc.,
                  filed as
                  Form 8-K dated September 30, 2005.(c)
              Exhibits31
              Certification32
              Certification
                  Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002 - CEO and
                  CFO









*
                Previously filed on Form 8-Ks, Form
                  8-K dated
                  January 21, 2004; Form 8-K dated July 20, 2004; Form 8-K dated
                  August 23,
                  2004; Form 8-K dated June 22, 2005; and Form 8-K dated September
                  30,
                  2005.


**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**


(1)
                AUDIT
                  FEES




The
      aggregate fees billed for professional services rendered by our auditores,
      for
      the audit of the registrant's annual financial statements and review of the
      financial statements included in the registrant's Form 10-QSB or services that
      are normally provided by the accountant in connection with statutory and
      regulatory filings or engagements for fiscal years 2005 and 2004 were $5,400
      and
      $6,200 respectively.


(2)
              AUDIT-RELATED
                  FEESNONE(3)
              TAX
                  FEESNONE(4)
              ALL
                  OTHER FEESNONE(5)
              AUDIT
                  COMMITTEE POLICIES AND PROCEDURES




The
      Company does not have an audit committee.


(6)
                  If greater than 50 percent, disclose
                    the
                    percentage of hours expended on the principal accountant's engagement
                    to
                    audit the registrant's financial statements for the most recent
                    fiscal
                    year that were attributed to work performed by persons other
                    than the
                    principal accountant's full-time, permanent
                    employees.




Not
      applicable.









SIGNATURES





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Registrant
      has
      duly caused this Annual Report on Form 10-KSB/A to be signed on its behalf
      by
      the undersigned hereunto duly authorized.





**DIGUANG
      INTERNATIONAL DEVELOPMENT CO., LTD.** (formerly known as **ONLINE
      PROCESSING, INC.** )






By: /s/
       Jackie You Kazmerzak


Jackie
      You Kazmerzak


Chief
      Financial Officer






Dated:  September
      26, 2006







REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors


Online
      Processing, Inc.


Rockwall,
      Texas





We
      have
      audited the accompanying consolidated balance sheet of Online Processing, Inc.
      as of December 31, 2005, and the related consolidated statements of operations,
      stockholders’ deficit, and cash flows for each of the two years then ended.
 These financial statements are the responsibility of the Company’s
      management.  Our responsibility is to express an opinion on these financial
      statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States).  Those standards require that
      we plan and perform the audit to obtain reasonable assurance about whether
      the
      financial statements are free of material misstatement.  An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements.  An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation.  We believe that
      our audits provide a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Online Processing, Inc. as of
      December 31, 2005, and the results of its operations and its cash flows for
      each
      of the two years then ended, in conformity with accounting principles generally
      accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern.  As discussed in Note 2 to the financial
      statements, the Company has incurred losses of $1,659,433 and $24,476, in 2005
      and 2004, respectively.  The Company will require additional working
      capital to develop its business until the Company either (1) achieves a level
      of
      revenues adequate to generate sufficient cash flows from operations; or (2)
      obtains additional financing necessary to support its working capital
      requirements.  This condition raises substantial doubt about the Company's
      ability to continue as a going concern.  Management's plans in regard to
      this matter are also described in Note 2.  The accompanying financial
      statements do not include any adjustments that might result from the outcome
      of
      these uncertainties.






/s/
       Lopez, Blevins, Bork & Associates, LLP


Lopez,
      Blevins, Bork & Associates, LLP


Houston,
      Texas





February
      10, 2006




F-1




ONLINE
      PROCESSING, INC.


CONSOLIDATED
      BALANCE SHEET


December
      31, 2005





ASSETSTotal
                assets
            
            $
            -LIABILITIES
                AND STOCKHOLDERS’ DEFICITCurrent
                liabilities:Accounts
                payable and accrued expenses
            
            $
            11,715Accrued
                expenses - related party
            
            
            9,190Loans
                payable - related party
            
            
            63,346Total
                current liabilities
            
            
            84,251STOCKHOLDERS’
                DEFICIT:Common
                stock, $.001 par value, 25,000,000 shares authorized, 11,518,233shares
                issued and outstanding
            
            
            11,518Additional
                paid in capital
            
            
            1,875,050Subscription
                receivable
            
            
            (1,738
            )Accumulated
                deficit
            
            
            (1,969,081
            )Total
                Stockholders’ Deficit
            
            
            (84,251
            )TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIT
            
            $
            -




*See
      accompanying summary of accounting policies*


*and
      notes to financial statements.*





F-2




***ONLINE
      PROCESSING, INC.***


CONSOLIDATED
      STATEMENTS OF OPERATIONS


Years
      Ended December 31, 2005 and 2004




Year
                Ended
              December
                31,
            
            Year
                Ended
              December
                31,2005
            
            2004Revenue
            
            $
            -
            
            $
            -Operating
                expenses:Other
                general and administrative
            
            
            1,664,433
            
            
            24,476Total
                operating expenses
            
            
            1,664,433
            
            
            24,476Net
                loss
            
            $
            (1,664,433
            )
            $
            (24,476
            )Net
                loss per share:Basic
                and diluted
            
            $
            (0.16
            )
            $
            (0.00
            )Weighted
                average shares outstanding:Basic
                and diluted
            
            
            10,328,534
            
            
            9,950,081




*See
      accompanying summary of accounting policies*


*and
      notes to financial statements.*




F-3





ONLINE
      PROCESSING, INC.


CONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ DEFICIT


Years
      ended December 31, 2005 and 2004




Common
            
            
            
            
            
            Additionalstock
            
            
            
            
            
            paid
                in
            
            
            Subscription
            
            
            AccumulatedShares
            
            
            Amount
            
            
            capital
            
            
            receivable
            
            
            deficit
            
            
            TotalBalance,December
                31, 2003
            
            
            12,613,900
            
            $
            12,614
            
            $
            -
            
            $
            -
            
            $
            (280,172
            )
            $
            (267,558
            )


Cancellation
                of common stock in connection with sale of subsidiary
            
            
            (2,934,000
            )
            
            (2,934
            )
            
            224,755
            
            
            -
            
            
            -
            
            
            221,821Issuance
                of common stock for services
            
            
            100,000
            
            
            100
            
            
            900
            
            
            -
            
            
            -
            
            
            1,000


Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (24,476
            )
            
            (24,476
            )


Balance,
              December
                31, 2004
            
            
            9,779,900
            
            
            9,780
            
            
            225,655
            
            
            -
            
            
            (304,648
            )
            
            (69,213
            )Issuance
                of common stock for services and cash
            
            
            1,738,333
            
            
            1,738
            
            
            1,649,395
            
            
            (1,738
            )
            
            -
            
            
            1,649,395Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,664,433
            )
            
            (1,664,433
            )


Balance,December
                31, 2005
            
            
            11,518,233
            
            $
            11,518
            
            $
            1,875,050
            
            $
            (1,738
            )
            $
            (1,969,081
            )
            $
            (84,251
            )




*See
      accompanying summary of accounting policies*


*and
      notes to financial statements.*




F-4





ONLINE
      PROCESSING, INC.


CONSOLIDATED
      STATEMENTS OF CASH FLOWS


Years
      ended December 31, 2005 and 2004


Year
                Ended
              December
                31,
            
            Year
                Ended
              December
                31,2005
            
            2004Cash
                flows from operating activities:Net
                loss
            
            $
            (1,664,433
            )
            $
            (24,476
            )Adjustments
                to reconcile net loss to cashused
                in operating activities:Common
                stock issued for services
            
            
            1,649,395
            
            
            1,000Changes
                in assets and liabilities:Accounts
                payable and accrued expenses
            
            
            7,185
            
            
            (6,967
            )





Net
                cash used in operating activities
            
            
            (7,853
            )
            
            (30,443
            )Cash
                flows from financing activities:Proceeds
                from loan payable - related party, net
            
            
            7,853
            
            
            30,443Net
                cash from financing activities
            
            
            7,853
            
            
            30,443Net
                increase in cash
            
            
            -
            
            
            -Cash,
                beginning of period
            
            
            -
            
            
            -Cash,
                end of period
            
            $
            -
            
            $
            -Supplemental
                information:Income
                taxes paid
            
            $
            -
            
            $
            -Interest
                paid
            
            $
            -
            
            $
            -Non
                cash transactions:Issuance
                of stock for subscription receivable
            
            $
            (1,738
            )
            $
            -Benefit
                from sale of subsidiary
            
            $
            -
            
            $
            221,831




*See
      accompanying summary of accounting policies*


*and
      notes to financial statements.*




F-5




ONLINE
      PROCESSING, INC.


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**




NOTE
      1 -
      SUMMARY OF ACCOUNTING POLICIES





Nature
      of
      business.





Online
      Processing Inc. was organized under the laws of the State of Nevada in 2000.
       Our initial business was to provide Internet-based mortgage processing for
      mortgage brokers.  We were never able to achieve profitability in that
      business, so we began searching for operating companies to acquire to increase
      shareholder value.





In
      February 2003, through a share exchange, we acquired 100% of the issued and
      outstanding stock of Communication Field Services, Inc. (“CFS”), a Nevada
      corporation engaged in the business of providing installation, maintenance
      and
      servicing of communication technologies.  Our plan was to secure additional
      financing to expand the CFS’ business, but we were unable to do so, and in March
      2003, we decided to cease commercial operations in CFS.  On January 21,
      2004, we agreed to sell all of the stock of CFS to Roger Henley, our former
      Chief Executive Officer, in consideration for 2,934,000 of the 3,260,000 shares
      of our common stock that he owned.





Thereafter
      we began the process of reviewing new business opportunities with the intention
      to maximize shareholders' interest, looking at possible business acquisitions
      in
      North America and internationally. On January 10, 2006 we entered into a Share
      Exchange Agreement to acquire all of Diguang International Holdings, Ltd.’s
      issued and outstanding stock in exchange for our common stock.  Diguang was
      organized under the laws of the British Virgin Islands on July 27, 2004.
 We expect to consummate the Share Exchange in the first or second quarter
      of 2006, or at such other time as the parties agree.  As a result of the
      Share Exchange, Diguang’s former shareholders will acquire an 80.8% interest in
      our common stock.





Use
      of
      Estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amount of revenues and expenses during the reporting period.
 Actual results could differ from those estimates.





Cash
      and
      Cash Equivalents





Cash
       and  cash  equivalents  include  cash  and
 all  highly  liquid  financial instruments with purchased
      maturities of three months or less.





Fair
      Value of Financial Instruments





The
      Company’s financial instruments consist of cash and cash equivalents,
      receivables and debt. The carrying amount of these financial instruments
      approximates fair value due either to length of maturity or interest rates
      that
      approximate prevailing market rates unless otherwise disclosed in these
      consolidated financial statements.





Revenue
      Recognition





Online
      recognizes revenue when persuasive evidence of an arrangement exists, delivery
      has occurred, the sales price is fixed or determinable and collectibility is
      probable.





Income
      Taxes





Income
      taxes are computed using the asset and liability method.  Under the asset
      and liability method, deferred income tax assets and liabilities are determined
      based on the differences between the financial reporting and tax bases of assets
      and liabilities and are measured using the currently enacted tax rates and
      laws.
 A valuation allowance is provided for the amount of deferred tax assets
      that, based on available evidence, are not expected to be realized.





F-6




Basic
      Loss Per Share





Basic
      loss per share has been calculated based on the weighted average number of
      shares of common stock outstanding during the period.





Reclassifications





Certain
      amounts in the 2004 financial statements have been reclassified to conform
      with
      the 2005 financial statement presentation.





Recent
      Accounting Pronouncements





In
      December 2004, the FASB, issued a revision to SFAS 123, also known as SFAS
      123R, that amends existing accounting pronouncements for share-based payment
      transactions in which an enterprise receives employee and certain non-employee
      services in exchange for (a) equity instruments of the enterprise or
      (b) liabilities that are based on the fair value of the enterprise’s equity
      instruments or that may be settled by the issuance of such equity instruments.
      SFAS 123R eliminates the ability to account for share-based compensation
      transactions using APB 25 and generally requires such transactions be accounted
      for using a fair-value-based method. SFAS 123R’s effective date would be
      applicable for awards that are granted, modified, become vested, or settled
      in
      cash in interim or annual periods beginning after June 15, 2005. SFAS 123R
      includes three transition methods: one that provides for prospective application
      and two that provide for retrospective application. The Company intends to
      adopt
      SFAS 123R prospectively commencing in the first quarter of the fiscal year
      ending December 31, 2006. It is expected that the adoption of SFAS 123R
      will cause the Company to record, as expense each quarter, a non-cash accounting
      charge approximating the fair value of such share based compensation meeting
      the
      criteria outlined in the provisions of SFAS 123R.




NOTE
      2 -
      FINANCIAL CONDITION AND GOING CONCERN





For
      the
      year ended December 31, 2005, Online incurred losses totaling $1,664,433.
 The company will still require additional working capital to develop its
      business operations. These conditions raise substantial doubt about the
      Company’s ability to continue as a going concern.  The financial statements
      do not include any adjustments relating to the classification of liabilities
      that might be necessary should the company be unable to continue as a going
      concern.




NOTE
      3 -
      INCOME TAXES





The
      Company follows Statement of Financial Accounting Standards Number 109 (SFAS
      109), “Accounting for Income Taxes.” Deferred income taxes reflect the net
      effect of (a) temporary difference between carrying amounts of assets and
      liabilities for financial purposes and the amounts used for income tax reporting
      purposes, and (b) net operating loss carryforwards. No net provision for
      refundable Federal income tax has been made in the accompanying statement of
      loss because no recoverable taxes were paid previously. Similarly, no deferred
      tax asset attributable to the net operating loss carryforward has been
      recognized, as it is not deemed likely to be realized.





The
      provision for refundable Federal income tax consists of the
      following:


December
                31,
            
            December
                31,2005
            
            2004Refundable
                Federal income tax attributable to:Current
                Operations
            
            $
            564,000
            
            $
            8,000Less,
                Change in valuation allowance
            
            
            (564,000
            )
            
            (8,000
            )Net
                refundable amount
            
            $
            -
            
            $
            -





F-7


The
      cumulative tax effect at the expected rate of 34% of significant items
      comprising our net deferred tax amount is as follows:


December
                31,2005Deferred
                tax asset attributable to:Net
                operating loss carryover
            
            $
            663,000Less,
                Change in valuation allowance
            
            
            (663,000
            )Net
                deferred tax asset
            
            $
            -




At
      December 31, 2005, the Company had an unused net operating loss carryover
      approximating $1,950,000 that is available to offset future taxable income;
      it
      expires beginning in 2022.




NOTE
      4 -
      STOCKHOLDERS' DEFICIT





Common
      Stock:





The
      Company is authorized to issue 25,000,000 common shares of stock at a par value
      of $0.001 per share.  These shares have full voting rights.  The
      company has not paid a dividend to its shareholders.





On
      January 21, 2004, we agreed to sell all of the stock of our wholly owned
      subsidiary, Communication Field Services, Inc., a Nevada corporation ("CFS"),
      to
      Roger Henley, our former Chief Executive Officer, in consideration for 2,934,000
      of the 3,260,000 shares of our common stock which he owned. The 2,934,000 shares
      were cancelled back to treasury.





As
      part
      of the acquisition, Terri Wonderly had all the stock held in escrow subject
      to
      CFS completing the ‘Put option’ that Terri Wonderly had with CFS which has
      expired. As a result, Terri Wonderly received back 7,866,000 shares of common
      stock and is now its largest shareholder.





During
      the third quarter of 2005, the Company issued 1,333,333 restricted shares of
      the
      Company's common stock at a purchase price of $0.001 per share to a Consultant
      that was engaged to assist the company with its ongoing search for a merger
       candidate.  As of December 31, 2005, the $1,333 was not yet received
      from the consultant resulting in a subscription receivable of $1,333.
 These shares were valued based on the market price for shares of our
      common stock at the time of issuance.  As a result, these transactions
      resulted in the Company recording an additional operating expense of
      $532,000.





On
      December 21, 2005, the company issued 405,000 restricted shares of the Company's
       common stock at a purchase price of $0.001 per share to its placement
      agent that were engaged to assist with the fund raising.  As of December
      31, 2005, the $405 was not yet received from the consultant resulting in a
      subscription receivable of $405.  These shares were valued based on the
      market price for shares of our common stock at the time of issuance.  As a
      result, these transactions resulted in the Company recording an additional
      operating expense of $1,117,395.




NOTE
      5 -
      SUBSEQUENT EVENTS (UNAUDITED)





On
      January 10, 2006, we entered into a Share Exchange Agreement to acquire all
      of
      Diguang International Holdings, Ltd.’s issued and outstanding stock in exchange
      for 18,250,000 shares (post split) of our common stock.  Diguang was
      organized under the laws of the British Virgin Islands on July 27, 2004.
 Provided certain conditions to closing are met, we expect to consummate
      the Share Exchange on or before February 28, 2006, or at such other time as
      the
      parties agree.  Upon consummation of the Share Exchange, we will change our
      name to Diguang International Development Co., Ltd.  One of the closing
      conditions was for us to effect a 3 for 5 reverse stock split; such split is
      effective as of February 22, 2006.  Simultaneously with  the Share
      Exchange,  we will cancel some of our previously issued shares and taking
      into account the reverse stock split, we will be left with 1,943,000
 shares  issued  and outstanding. Under the terms of the Share
      Exchange, Diguang will receive 18,250,000 shares of our common stock.
 Simultaneously, in a private placement, we intend to raise funds in the
      amount of $12,000,000 in exchange for 2,400,000 of our common shares. The
      closing of the Share Exchange is subject to customary  closing
 conditions,  including our  Board of  Directors
 approval of the Share  Exchange  agreement. However, Diguang has
      indicated to us in recent negotiations that they may waive the requirement
      that
      we redomicile to the British Virgin Islands at or prior to the closing.  In
      addition, the closing is conditioned on successfully raising the $12,000,000
      and
      the US GAAP  financial audit of Diguang not  resulting in any material
 (greater than 10%)  differences  between the  financial
 condition disclosed to us in the Memorandum of Understanding and the
      satisfactory  results of additional legal and operational due diligence.
 As a result of the Share Exchange, Diguang’s former shareholders will
      acquire an 80.8% interest in our common stock.




In
      October 2005, our Board of Directors and a majority of our shareholders approved
      the previously discussed 3-for-5 reverse split of our common stock.  The
      split is effective as of February 22, 2006.  Shareholders of record on
      February 21, 2006 shall be entitled to receive a stock certificate representing
      their split shares.


F-8