UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


[X]QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2009
OR
[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended: May 31, 2009


Commission file numberFile Number: 000-53537


SINO PAYMENTS, INC.

(Exact nameName of registrant as specifiedSmall Business Issuer in its charter)

Its Charter)


NEVADA
(State or other jurisdiction of incorporation or organization)

Nevada

26-3767331

(State or Other Jurisdiction

IRS Employer

of Incorporation or Organization)

Identification Number


212-214 Des Voeux Rd.

Des Voeux Commercial Building, 12th Fl.

Sheung Wan, Hong Kong

 (Address

(Address of principal executive offices, including zip code.)


offices)

(852) 2544-0733

(telephone number, including area code)

Registrant’s Telephone Number)


Check

with a copy to:

Carrillo Huettel, LLP

501 W. Broadway, Suite 800

San Diego, CA 92101

Telephone (619) 399-3090

Telecopier (619) 330-1888


Indicate by check mark whether the issuerregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 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 lastpast 90 days.

YES [X]   NO [   ]
Yes X. No     .


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes     . No     .


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,”filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer    [   ]Accelerated Filer

.

Accelerated filer                       [   ]Filer

.

Non-Accelerated Filer

.

Smaller Reporting Company

 X.


  Non-accelerated filer       [   ]Smaller reporting company    [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     .No YES [X]  NO [  ]X.


State the number

Issuer’s revenues for its most recent fiscal year: Nil


As of July 10, 2009, there were 43,860,000 shares outstanding of each of the issuer’s classesregistrant’s Common Stock outstanding.




SINO PAYMENTS, INC.

Report on Form 10-Q


PART I – FINANCIAL INFORMATION

Item 1.

Financial Statement s

3

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

8

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

13

Item 4.

Controls and Procedures

13

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

13

Item 1A.

Risk Factors

14

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

14

Item 3.

Default Upon Senior Securities

14

Item 4.

Submission of matters to a Vote of Security Holders

14

Item 5.

Other Information

14

Item 6.

Exhibits

14





2


PART I - FINANCIAL INFORMATION


SINO PAYMENTS, INC.

(formerly China Soaring, Inc.)

(A Development Stage Company)

Financial Statements

(Unaudited)



May 31, 2009


Index


Balance Sheets

4


Statements of common equity, asExpenses

5


Statements of Cash Flows

6


Notes to the Financial Statements

7




3


SINO PAYMENTS, INC.

(formerly China Soaring, Inc.)

(A Development Stage Company

Balance Sheets

( Unaudited )


 

 

May 31,

2009

 

August 3 1 ,

2008

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

Cash

$

7

$

5,198

Prepaid expenses

 

781

 

–

 

 

 

 

 

Total Current Assets

 

788

 

5,198

 

 

 

 

 

Other assets

 

770

 

770

 

 

 

 

 

Total Assets

$

1,558

$

5,968

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

 

Accounts payable

$

23,909

$

–

Accrued liabilities

 

91,030

 

–

Due to related party (Note 4)

 

8,206

 

–

 

 

 

 

 

Total Liabilities

 

123,145

 

–

 

 

 

 

 

Stockholders’ Equity (Deficit)

 

 

 

 

 

 

 

 

 

Preferred stock, 100,000,000 shares authorized, $0.00001 par value; no shares issued and outstanding

 

–

 

–

 

 

 

 

 

Common stock, 100,000,000 shares authorized, $0.00001 par value; 43,860,000 shares issued and outstanding

 

438

 

438

 

 

 

 

 

Additional paid-in capital

 

80,692

 

80,692

 

 

 

 

 

Deficit accumulated during the exploration stage

 

(202,717)

 

(75,162)

 

 

 

 

 

Total Stockholders’ Equity (Deficit)

 

(121,587)

 

5,968

 

 

 

 

 

Total Liabilities and Stockholders’ Equity (Deficit)

$

1,558

$

5,968


(The accompanying notes are an integral part of these financial statements)



4


SINO PAYMENTS, INC.

(formerly China Soaring, Inc.)

(A Development Stage Company)

Statements of Expenses

(unaudited)



 

 

Three

months ended

 

Three

months ended

 

Nine

months ended

 

Nine

months ended

 

Accumulated from

June 26, 2007

(Date of Inception)

 

 

May 31,

 

May 31,

 

May 31,

 

May 31,

 

to May 31,

 

 

2009

 

2008

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

$

78,163

$

2,988

$

127,438

$

20,535

$

201,378

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

78,163

 

2,988

 

127,438

 

20,535

 

201,378

 

 

 

 

 

 

 

 

 

 

 

Other Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

74

 

305

 

117

 

827

 

1,339

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(78,237)

$

(3,293)

$

(127,555)

$

(21,362)

$

(202,717)

 

 

 

 

 

 

 

 

 

 

 

Net loss per share, basic and diluted

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

43,860,000

 

39,000,000

 

43,860,000

 

39,000,000

 

 


(The accompanying notes are an integral part of these financial statements)



5


SINO PAYMENTS, INC.

(formerly China Soaring, Inc.)

(A Development Stage Company)

Statements of Cash Flows

( Unaudited )


 

 

Nine

Months ended

May 31,

2009

 

Nine

Months ended

May 31,

2008

 

Accumulated from

June 26, 2007

(Date of Inception)

to May 31,

2009

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

$

(127,555)

$

(21,362)

$

(202,717)

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Prepaid expenses

 

(781)

 

–

 

(781)

Other assets

 

–

 

–

 

(770)

Accounts payable and accrued liabilities

 

114,939

 

(2,877)

 

114,939

 

 

 

 

 

 

 

Net cash used in operating activities

 

(13,397)

 

(18,485)

 

(89,329)

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

–

 

–

 

81,130

Proceeds from related parties

 

8,206

 

–

 

43,538

Repayments to related parties

 

–

 

–

 

(35,332)

 

 

 

 

 

 

 

Net cash provided by financing activities

 

8,206

 

–

 

89,336

 

 

 

 

 

 

 

Increase (Decrease) in cash

 

(5,191)

 

(18,485)

 

7

 

 

 

 

 

 

 

Cash, beginning of period

 

5,198

 

19,996

 

–

 

 

 

 

 

 

 

Cash, end of period

$

7

$

1,511

$

7

 

 

 

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid

$

–

$

–

$

–

Income taxes paid

 

–

 

–

 

–


(The accompanying notes are an integral part of these financial statements)



6


SINO PAYMENTS, INC.

(formerly China Soaring, Inc.)

(A Development Stage Company)

Notes to the Financial Statements

( Unaudited )

May 31, 2009


1.

Basis of Presentation


The accompanying unaudited interim financial statements of Sino Payments, Inc. (formerly China Soaring, Inc.) “The Company”, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the latest practicable date: 43,860,000Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Sino Payments’ Form 10-K filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2008 as of April 20, 2009

reported in the Form 10-K have been omitted.





PART I – FINANCIAL INFORMATION

ITEM 1.                      FINANCIAL STATEMENTS
Balance SheetsF-1
Statements of ExpensesF-2
Statements of Cash FlowsF-3
Notes to Financial StatementsF-4 & F-5























-2-

Sino Payments, Inc.       
(formerly China Soaring, Inc.)       
(A Development Stage Company)       
Balance Sheets 
February 28, 2009
      
(Unaudited)       
 
  February 28,  August 30, 
  2009  2008 
ASSETS       
 
CURRENT ASSETS       
         Cash  $1,170  $5,198 
         Prepaid expenses   781   - 
                   TOTAL CURRENT ASSETS   1,951   5,198 
 
         Other assets   1,154   770 
                   NON-CURRENT ASSETS   1,154   770 
 
TOTAL ASSETS  $3,105  $5,968 
 
LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)
        
 
         
         Accounts payable and accrued expenses  $38,249  $- 
         
         Notes payable – related party   8,206   - 
 
TOTAL LIABILITES  $46,455   - 
 
 
 
STOCKHOLDER'S DEFICIT EQUITY/(DEFICIT)
        
         Preferred stock, $0.00001 par value; 100,000,000 shares authorized,         
                   no shares issued and outstanding   -   - 
         Common stock, $0.00001 par value; 100,000,000 shares authorized,         
                   43,860,000 shares issued and outstanding   438   438 
         Additional paid-in capital   80,692   80,692 
         Deficit accumulated during development stage   (124,480)  (75,162)
                   TOTAL STOCKHOLDER'S DEFICIT/(EQUITY)   (43,350)  5,968 
 
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT  $3,105  $5,968 
See accompanying notes to financial statements.
F-1
-3-
Sino Payments, Inc. 
(formerly China Soaring, Inc.) 
(A Development Stage Company) 
Statement of Expenses 
February 28, 2009
(Unaudited) 

 Three Months Ended Six Months Ended  From June 26, 2007 (Inception) 
  February 28,  February 29,  February 28,  February 29,  to February 28, 
  2009  2008  2009  2008  2009 
 
 
 
EXPENSES 
               
           General and administrative  $45,065  $8,301  $49,275  $22,247  $123,215 
 
OTHER EXPENSE 
                    
           Interest and other expense   43   216   43   522   1,265 
 
NET LOSS 
 $(45,108) $(8,517) $(49,318) $(22,769) $(124,480 
 
BASIC AND DILUTED NET LOSS PER SHARE 
 $(0.00) $(0.00) $(0.00) $(0.00) $N/A 
 
WEIGHTED AVERAGE NUMBER OF 
                    
           COMMON SHARES OUTSTANDING,                     
           BASIC AND DILUTED   43,860,000   39,000,000   43,860,000   39,000,000   N/A 

See accompanying notes to financial statements.
F-2

-4-
Sino Payments, Inc. 
         
(formerly China Soaring, Inc.)          
(A Development Stage Company)          
Statements of Cash Flows 
February 28, 2009
         
(Unaudited)          
 
  Six months  
Six months
 From June 26, 2007 
  ended Feb 28,  ended Feb 29, (Inception) through 
  2009  2008 February 28, 2009 
 
CASH FLOWS FROM OPERATING ACTIVITIES          
       Net loss  $(49,318) $(22,769) $(124,480)
       Adjustments to reconcile net loss to net cash             
             used by operations:             
             Increase in accounts payable & accrued expenses   38,249   5311   38,249 
             Decrease in prepaid expenses and other assets   (1,165)      (1,935)
Net cash used by operating activities   (12,234)  (17,458)  (88,166)
 
 
             
 
 
CASH FLOWS FROM FINANCING ACTIVITIES             
             Proceeds from sales of stock   -   -   81,130 
             Proceeds from short-term debt related party   8,206   -   43,538 
             Payoff of short-term debt related party   -   -   (35,332)
             
Net cash provided by financing activities   8,206   -   89,336 
 
NET INCREASE (DECREASE) IN CASH   (4,028)  (17,458)  1,170 
 
CASH - Beginning of period   5,198   19,996   - 
 
CASH - End of period  $1,170  $2,538  $1,170 
 
SUPPLEMENTAL CASH FLOW DISCLOSURES:             
       Interest paid  $-  $-  $- 
       Income taxes paid  -   -   - 

See accompanying notes to financial statements.
F-3
-5-
Sino Payments, Inc. 
(formerly China Soaring, Inc.) 
(A Development Stage Company) 
Notes to the Financial Statements 
February 28, 2009
1.     Basis of Presentation
The accompanying unaudited interim financial statements of Sino Payments, Inc. (formerly China Soaring, Inc.) “The Company”, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Sino Payments’ Form 10-K filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2008 as reported in the Form 10-K have been omitted.

On November 21, 2008, the Company changed its name from China Soaring, Inc. to Sino Payments, Inc.

2. Going Concern
The Company is a development stage company. In a development stage company, management devotes most of its activities to developing a market for its products and services. Planned principal activities have not begun so, therefore, the Company has not generated revenues to date. The Company had a net loss and negative cash flows from operations for the quarter ended February 28, 2009. From inception June 26, 2007 to February 28, 2009, the company has incurred a net loss and has experienced negative cash flows from operations. The company had stockholder’s deficit and had a negative working capital at February 28, 2009. The nominal amount of resources available to the company raise substantial doubt about the Company’s ability to continue as a going concern
The Company's continued existence is dependent upon its ability to obtain additional capital. Management’s plans to increase resources to the company include raising additional equity and/or debt financing from outside investors and receiving financial support from directors and officers. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
F-4

-6-


3.    Related Party Transactions

On January 7, 2009, our Chairman loaned the Company $830changed its name from China Soaring, Inc. to Sino Payments, Inc.


2. 

Going Concern


The Company is a development stage company. In a development stage company, management devotes most of its activities to developing a market for administrative expenses.  The loan carries no interest, is unsecuredits products and is due upon demand.


On February 28, 2009, a shareholder loanedservices. Planned principal activities have not begun so, therefore, the Company $7,376has not generated revenues to date. The Company had a net loss and negative cash flows from operations for administrative expenses under two loan agreements.  The loans carry 4% interest, are unsecured and are April 30,the quarter ended May 31, 2009.

As of February 28, From inception June 26, 2007 to May 31, 2009, the Company owes eachcompany has incurred a net loss and has experienced negative cash flows from operations. The company had stockholder’s deficit and had a negative working capital at May 31, 2009. The nominal amount of our 2 Directors $3,000 each forresources available to the company raise substantial doubt about the Company’s ability to continue as a totalgoing concern


The Company's continued existence is dependent upon its ability to obtain additional capital. Management’s plans to increase resources to the company include raising additional equity and/or debt financing from outside investors and receiving financial support from directors and officers. These financial statements do not include any adjustments that might result from the outcome of $6,000 as per Director fee agreements and the Company owes our Chairman $12,000 as per his employment agreemen.

this uncertainty.


3.

Common Shares


4.     Subsequent Events

On March 9, 2009, the Board of Directors approved a Dividendstock dividend of 2two common shares of the Company for each held with aoutstanding common share of the Company for all shareholders on record dateas of March 23, 2009. The effects of the stock dividend hashave been accounted for similar toas a stock split and all share and per share amounts have been restated as if the dividend had been in effect from the first dayrecorded retroactively. The effects of the first period presented.

stock dividend increased the issued and outstanding common shares from 14,620,000 common shares to 43,860,000 common shares.


On March 20, 2008

4.

Related Party Transactions


a)

As at May 31, 2009, the Company issuedowes $830 (2008 - $nil) to the Chairman of the Board of Directors of the Company for administrative expenses. The amounts are unsecured, non-interest bearing, and due on demand.


b)

As at May 31, 2009, the Company owes $7,376 (2008 - $nil) to a related party note payableshareholder of $1,000 payablethe Company for administrative expenses under two loan agreements. The amounts owing are unsecured, due interest at 4% per annum, and are due on demand, but not before April 1,demand.


c)

As at May 31, 2009, unless agreed by the board.

Company owes $6,000 to directors of the Company and $12,000 to the Chairman of the Board of Directors for fee and employment arrangements.



7



















F-5
-7-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS


This section

CAUTIONARY FORWARD - LOOKING STATEMENT


Statements included in this Management's Discussion and Analysis of Financial Condition and Results of Operations, and in future filings by the Company with the Securities and Exchange Commission, in the Company's press releases and in oral statements made with the approval of an authorized executive officer which are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of the report includes a numberPrivate Securities Litigation Reform Act of forward-looking statements that reflect our current views with respect to future events1995 and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical resultsearnings and those presently anticipated or our predictions.


We are a start-up stage corporation and haveprojected. The Company wishes to caution readers not started operations or generated or realizedto place undue reliance on any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continuesuch forward-looking statements, which speak only as an on-going business forof the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we complete the development of our website, source out purveyors of services for products to sell and source out clients to buy our services. We believe the technical aspects of our website will be sufficiently developed to use for our operations 90 days from the completion of our offering. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments bydate made. The following important factors, among others, in our company. We may need to raise more cash to implement our projectsome cases have affected and begin our operations. We do not know how long money raised in our public offering, will last, however, we do believe that we can continue operation for at least twelve months.

We believe that we have raised enough money through our public offering to begin operations but we cannot guarantee that once we begin operations we will stay in business after operations have commenced.  If we are unable to successfully negotiate strategic alliances with purveyors of services to enable us to offer these services to our clients, or if we are unable to attract enough clients to utilize our services, we may quickly use up the proceeds from the minimum amount of money from our public offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash, other than through our public offering.

Plan of Operation

We believe with the completion of our placement, we can satisfy our cash requirements during the next 12 months. At this time, we intend to focus our research and development to upgrading our IP payment processing global platform as needed by our expanding list of potential customer projects. We expect to purchase 3-5 computer servers and related technology equipment. Further we do not expect significant changes in the number of employees.

We have completedfuture could affect the public offeringCompany's actual results and our specific goal iscould cause t he Company's actual financial performance to profitably provide credit and debit card processing services primarily to large multinational retail store groups locateddiffer materially from that expressed in Asia.  We intend to accomplishany forward-looking statement: (i) the foregoing throughextremely competitive conditions that currently exist in the following milestones:
-8-
1.We intend to contact companies through our website and by personal contact through Mr. Mecke our chief executive officer and director.  Our website is completed.  The website can be seen at www.sinopayments.com  The negotiation of additional alliances with service providers and the development of the website will be ongoing during the life of our operations. As more service providers are added and as our customer database expands, we will seek to continually upgrading the website.   As additional relationships are created, we intend to create a data basis of clients who we will attempt to interest in new programs.  This promotion will ongoing through the life of our operations and has had some initial results over the last 60 days since inception.

2.We intend to begin promoting our services through traditional sources such as business publications, letters, emails, flyers, and mailers. We also plan on attending credit and/or debit card processing and related conferences and shows.  We intend on promoting our services to retailers to become users of our credit and debit card processing services.  Initially we will aggressively court contacts provided by our president, Matthew Mecke.   We believe that it will cost a minimum of $12,500 for our marketing campaign and further resources may have to be devoted to become a success. Marketing is an ongoing matter that will continue during the life of our operations.
3. Within 90 days from the initial launch of our marketing program, we believe that we will begin generating fees from our ability to provide debit and credit card processing services.

In summary, we should implement our business plan and expect to be receiving orders in 2009. We estimate that we will generate revenue 120 to 180 days after beginning operations.

We believe we will be able to offer credit and debit card processing services to potential clients in early 2009.

If wethree dimensional software development marketplace are unable to negotiate suitable terms with customers to enable us to provide credit and/or debit card processing services, or if we are unable to attract clients to use our credit and debit card processing services, we may have to suspend or cease operations.

If we cannot generate sufficient revenuesexpected to continue, operations, we will suspendplacing further pressure on pricing which could adversely impact sales and erode profit margins; (ii) many of the Company's major competitors in its channels of distribution have significantly greater financial resources than the Company; and (iii) the inability to carry out marketing and sales plans would have a materially adverse impact on the Company's projections. The foregoing list should not be construed as exhaustive and the Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or cease operations. If we cease operations, we do not know what we will do and we do not have any planscircumstances after the date of such statements or to do anything else.

Limited operating history; need for additional capital

There is limited historical financial information about us upon which to base an evaluationreflect the occurrence of our performance. anticipated or unanticipated events.


Introduction


We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherentwere incorporated in the establishmentState of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.


To become profitable and competitive, we have to locate and negotiate agreements with merchants to allow us to provide credit and debit card processing services for fees.  We are seeking equity financing to provide for the capital required to implement our operations.

-9-

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of Operations

From InceptionNevada on June 26, 20072007. On November 26, 2008, China Soaring Inc. effected a name change to February 28, 2009

Sino Payments, Inc. Since inception, we incorporated the company, hired the attorney, and hired the auditor for the preparation of this report. Weall quarterly and annual reports and we have prepared an internalmade significant steps to develop and further our business plan.  We have established theplan, including creating our Global Processing Platform (“SinoPay GPP”) and establishing our website “www.sinopayments.com”.ww.sinopayments.com. Our loss since inceptioncentral business is $124,480, all of which is for the generalto provide credit and administrative expenses.   We have begun to establish our operations and have begun actively marketing ourdebit card processing services to potential clientsretailers such as large department stores, regional supermarket chains, and related partners. We expectother retailers with a presence in multiple markets in Asia to further develop our operations and to sign initial customer agreements for provision of our services in early 2009.
specifically include China.


Since inception, we sold 39,000,000 shares of common stock to our former sole officer and director and three other persons for $130.  

On August 1, 2008 we completed oura public offering.  Weoffering whereby we sold 4,860,000 shares of common stock to 50 investors raising $81,000.


Recent Business Developments


Liquidity

On June 3, 2009, we signed a Memorandum of Understanding with Wincor-Nixdorf HK Ltd., a Hong Kong Company to cooperate for the purpose of pursuing joint business development opportunities to market and provide retail credit and debit card processing and related services in Hong Kong. Wincor Nixdorf as the Global parent Company Group has a presence in about 100 countries, with its own subsidiary companies in 38 of these. A total of more than 9,000 employees work at Wincor-Nixdorf. Wincor-Nixdorf is the leader in Europe and the number 3 in the world for programmable electronic POS systems (EPOSs) and the number 2 in Europe and worldwide for automated teller machines.


On May 27, 2009, we signed a Memorandum of Understanding with BCS Holdings, Inc., a California corporation (“BCS”) to cooperate in identifying and acquiring additional merchants in China and Asia. Sino Payments and BCS have undertaken to cooperate to develop a merchant sales and marketing program for Greater China and other in Asia by the end of 2009 on behalf of Sino Payments. BCS is a full service payment solutions provider for traditional and internet businesses, with strategic partnerships and alliances with Chase Paymentech, National Processing Company, First Data, Bank of America, Telecheck, Verifone, Discover Network, China UnionPay, JCB International Credit Card Co., Ltd. and United Commercial Bank.


On April 23, 2009 , we completed our Global Processing Platform (“SinoPay GPP”) and we are currently in the process of deploying this solution in Shanghai to provide IP credit and debit card processing services to its’ customers in China. This updated SinoPay GPP system will facilitate the processing of all credit card types (Visa/MC/AMEX/Diners/Discover/JCB) and will be integrated with China UnionPay to provide processing of UnionPay Debit cards in China. The SinoPay GPP can be deployed in any country to provide efficient IP processing of all credit card types and has been specifically designed for roll out around the region in Asia.


On April 29, 2009, we entered into aService Agreement with PowerE2E China, a Chinese corporation (“PowerE2E”) to provide credit and debit card processing services in China. The agreement is for card processing services for PowerE2E’s clients as well as directly for PowerE2E transactions. The first project is for an ecommerce client site and PowerE2E and Sino Payments are working on additional joint business development opportunities to provide service to PowerE2E’s existing customer base. The SinoPay GPP system is deployed on site at PowerE2E’s Headquarter location in Shanghai.



8


Our Strategy


We intend to provide credit and debit card processing services primarily to retail stores located in Asia. Our new CEO & Chairman, Matthew Mecke will be responsible for providing these services. We intend to target companies that maintain regional retail store operations in Asia. We intend to provide credit and debit card processing services to retailers such as large department stores, regional supermarket chains, and other retailers with a presence in multiple markets in Asia to specifically include China.


Regulatory Requirements


We do not need to pursue nor satisfy any special licensing or regulatory requirements before establishing or delivering our intended services other than requisite business licenses. If new government regulations, laws, or licensing requirements are passed that would cause us to restrict or eliminate delivery of any of our intended services, then our business would suffer. For example, if we were required to obtain a government issued license for the purpose of providing coaching and consulting services, then we could not guarantee that we would qualify for such license. If such a licensing requirement existed, and we were not able to qualify, then our business would suffer. Presently, to the best of our knowledge, no such regulations, laws, or licensing requirements exist or are likely to be implemented in the near future that would reasonably be expected to have a material impact on or sales, revenues, or income from our business operations.


Marketing


Our services are promoted by Mr. Mecke. He will discuss our services with contacts he has established. We also anticipate utilizing several other marketing activities in our attempt to make our services known to corporations and attract clientele. These marketing activities will be designed to inform potential clients about the benefits of using our services and will include the following: development and distribution of marketing literature; direct mail and email; advertising; promotion of our web site; and industry analyst relations.


Revenue


Initially, we intend to generate revenue from three sources:


1.

Term Fee - By charging a fee for given services;


2.

Fixed Fee - By charging a fixed fee;


3.

Transaction Fee - By charging a transaction fee for processing credit or debit card transactions.


We intend to develop and maintain a database of all our clients so that we can anticipate various needs and continuously build and expand our advisory services. There is no assurance that we will be able to interest any retail store operators in our target market.


Insurance


We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party to a liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.


Network Security


We will, if successful, compile and maintain a large database of information relating to our merchants and their transactions. We intend to focus significant resources on maintaining a high level of security in order to protect the information of our merchants and their customers.


Competition


The payment processing industry is highly competitive. We compete with other providers of payment processing services on the basis of the following factors:


·

quality of service;


·

reliability of service;



9


·

ability to evaluate, undertake and manage risk;


·

speed in approving merchant applications; and,


·

price.


We will be competing with both small and large companies in providing payment processing and related services to a wide range of merchants. Our competitors sell their services either through a direct sales force, generally concentrating on larger accounts, or through Independent Sales Organizations, telemarketers or banks, generally concentrating on smaller accounts. There are a number of large payment processors, including First Data Corporation, Bank of America Corporation, Global Payments Inc., Fifth Third Bank, Chase Paymentech Solutions and Elavon, Inc., a subsidiary of U.S. Bancorp, that serve a broad market spectrum from large to small merchants; further, certain of these provide banking, ATM and other payment-related services and systems in addition to bank card payment processing. There are also a large number of smaller payment processors that provide various services to small- and medium-sized merchants.


Some of our competitors have substantially greater capital resources

than we have and operate as subsidiaries of financial institutions or bank holding companies, which may allow them on a consolidated basis to own and conduct depository and other banking activities that we do not have the regulatory authority to own or conduct. Since they are affiliated with financial institutions or banks, these competitors do not incur the costs associated with being sponsored by a bank for registration with card networks and they can settle transactions quickly for their own merchants. We do not, however, currently contemplate acquiring or merging with a financial institution in order to increase our competitiveness.


Offices


Our offices are currently located at 212-214 Des Voeux Rd., Des Voeux Commercial Building, 12th Floor, Sheung Wan, Hong Kongand our telephone number is (852) 2544-0733. This is the rental office that we maintain where we sublet desk space, telephone, office services and space for computer equipment. As of the date of this report,filing, we have yetnot sought to generate any revenues frommove or change our business operations.

office site.


On August 7, 2007 we issued 30,000,000 restricted shares

Employees; Identification of common stock to Paul F. ManningCertain Significant Employees


Matthew Mecke, our former solechief executive officer and director in considerationwill be devoting approximately 60 hours a week of $100; 3,120,000 restricted shareshis time to our operations. We currently have no other employees, other than our officers and directors. We intend to hire additional employees on an as needed basis.


Government Regulation


We are not currently subject to direct Chinese, federal, state or local regulation other than regulations applicable to businesses generally or directly applicable to electronic commerce. However, the Internet is increasingly popular. As a result, it is possible that a number of common stock to Bradley Miller in consideration of $10.40; 2,880,000 restricted shares of common stock to Moon Gate Ltd. in consideration of $9.60;laws and 3,000,000 restricted shares of common stock to Greater Asia Capital Ltd. in consideration of $10.00,  all pursuantregulations may be adopted with respect to the exemption from registration contained in section 4(2)Internet. These laws may cover issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. Furthermore, the growth of electronic commerce may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online or require online services to establish privacy policies.


We are not certain how business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, obscenity and export or import matters. The vast majority of such laws were adopted prior to the advent of the Securities ActInternet. As a result, they do not contemplate or address the unique issues of 1933.  The foregoing was accountedthe Internet and related technologies. Changes in laws intended to address such issues could create uncertainty in the Internet market place. Such uncertainty could reduce demand for as salesservices or increase the cost of common stock.


On August 1, 2008 we completed our public offering a placement to 50 shareholders for 4,860,000 shares in consideration of $81,000.

On March 23, we filed a dividend with FINRA where by the Company issued an additional 2 shares for every share held as of March 23.  The Record Date was March 23, 2009 and the Effective date was March 26, 2009.  The Company issued a total of 29,240,000 sharesdoing business as a result of this dividendlitigation costs or increased service delivery costs. In addition, because our services are available over the Internet in multiple states and foreign countries, other jurisdictions may claim that we are required to shareholdersqualify to do business in each such state or foreign country. We are qualified to do business only in Nevada . Our failure to qualify in a jurisdiction where it is required to do so could subject it to taxes and penalties. It could also hamper our ability to enforce contracts in such jurisdictions. The application of recordlaws or regulations from jurisdictions whose laws currently apply to our business could have a material adverse affect on our business, results of operations and financial condition.



10


Available Information


We file electronically with the Securities and Exchange Commission our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. You may obtain a free copy of our reports and amendments to those reports on the Record Dateday of filing with the SEC by going to http://www.sec.gov.


RESULTS OF OPERATIONS FOR THE PERIOD ENDED MAY 31, 2009 COMPARED TO THE PERIOD ENDED MAY 31, 2008.


Operating Revenues


We have not generated any revenues since inception.


Operating Expenses and Net Loss


Operating expenses for the three and nine months ended May 31, 2009 was $78,163 and $127,438 compared with $2,988 and $20,535 for the three and nine months ended March 23, 2009.  This brings31, 2008. The increase in operating expenses in fiscal 2009 compared to fiscal 2008 was attributed to the total numberfact that we have incurred significant costs relating to professional fees to ensure our OTCBB listing is current, and for general costs incurred with our marketing and development of shares issuedour operations. As at May 31, 2009, we have incurred a net loss of $127,555 compared with a net loss of $21,362 as at May 31, 2008.

Liquidity and Capital Resources


As at May 31, 2009, the Company’s cash balance was $7 compared to $5,198 as at August 31, 2008.


As at May 31, 2009, the Company had a working capital deficit of $122,357 compared with a working capital surplus of $5,198 as at August 31, 2008. The decline in working capital was attributed to the fact that the Company has incurred significant and general operating costs during the nine month period ended May 31, 2009, but has not raised sufficient financing to settle these outstanding obligations.


As at May 31, 2009, the Company has recognized a net loss of $127,555, an accumulated deficit of $202,717, and a working capital deficit of $122,357. Based on these factors, there is substantial doubt regarding the going concern of the Company. The Company’s financial statements do not include any adjustments or effects off the net assets or liabilities of the Company if it fails to continue as a going concern. We have disclosed the going concern assumption in Note 1 of our unaudited financial statements.


Cashflow from Operating Activities


During the nine months ended May 31, 2009, the Company used $13,397 of cash for operating activities compared to the use of $18,4 8 5 of cash for operating activities during the nine months ended May 31, 2008. The decrease in cashflows used for operating activities is attributed to the fact that the Company used financing from a related party of $8,206 to support operating expenses whereas in 2008, no such financing was received by the Company.

Cashflow from Financing Activities


During the nine months ended May 31, 2009, the Company received $8,206 of cash from financing activities compared to $nil for the three months ended May 31, 2008. The increase in cashflows provided from financing activities is based on the fact that the Company received $8,206 of financing from a related party to support operating expenses incurred by the Company since the Company does not have sufficient cash flow to 43,860,000 sharesmake payment on operating costs.


Off-Balance Sheet Arrangements


The Company has no material transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that have or are reasonably likely to have a material current or future impact on its financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.

Critical Accounting Policies

We have identified the following critical accounting policies which were used in the preparation of our financial statements.



11


Use of Estimates


The preparation of financial statements in conformity with U.S. 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 amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from th e Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.


Financial Instruments


The fair values of financial instruments, which include cash, other assets, accounts payable, accrued liabilities and amounts due to related party, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments.


Long-lived Assets


In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of th e asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.


Stock-based Compensation


In accordance with SFAS No. 123R, “Share Based Payments”, the Company accounts for share-based payments using the fair value method. All transactions in which goods or services are the consideration received for the issuance of April 20, 2009.  The dividend has beenequity instruments are accounted for as a stock split.


Use of Proceeds

     On November 28, 2007,based on the SEC declared our Form SB-2 registration statement effective (SEC Filing No. 333-147493), permitting us to sell up to 3,000,000 shares of common stock at an offering price of $0.05 per share. There was no underwriter involved in our public offering. On August 1, 2008, we completed our public offering by selling 4,860,000 shares of common stock to 50 individuals and raised $81,000. Since then we have spent the proceeds as follows:

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Hiring of Web Development firm and completion of website $1,150
Repayment of loan to Glenn Henricksen $35,231
Administrative expenses $10,000
Hong Kong office setup $3,500
Purchase of Computer Network in Hong Kong $1,500
Total $51,381

Asfair value of the closingconsideration received or the fair value of our $81,000 offering on August 1,the equity instrument issued, whichever is more reliably measurable.


Recent Accounting Pronouncements


In June 2009, the Financial Accounting Standards Board (“FASB”) ratified Emerging Issues Task Force Issue No. 08-4 (“EITF 08-4”). EITF 08-4 addressed conforming changes made to EITF Issue 98-5 which resulted from the implantation of EITF Issue 00-27 and SFAS No. 150. EITF Issued 98-5 addresses the accounting for beneficial conversion features. Previously, beneficial conversion features were amortized to the securities earliest conversion date. Under EITF 08-4, beneficial conversion features are amortized to the stated redemption date, if one exists, rather than the earliest termination date. For beneficial conversion features without a stated redemption date, the beneficial conversion features continue to be amortized to the earliest conversion date. EITF 08-4 is effective for fiscal years ending after December 15, 2008 we have changedwith early application permitted. The effects of implementing EITF 08-4 are to be presented retrospectively with the namecumulative-effect of our Company to Sino Payments, Inc. to reflect the change being reported in ourretained earnings at the beginning of the first year presented The adoption of this standard is not expected to have a material impact on the Company’s businessfinancial statements.


In June 2009, the FASB issued FAS No. 165 “Subsequent Events” (“FAS 165”). FAS 165 requires companies to recognize in the financial statements the effects of subsequent events that provide additional evidence about conditions that existed at the date of providing debit and credit card processing services to retailers throughout Asia.  To further this effort, we expanded the Board of Directors to 3 and added Anthony Robinson who is based in Shanghai to our initial team of Paul Manning and our Chairman Matthew Mecke.


Sino Payments has completedbalance sheet, including the creation of our Global Payment Processing Platform (SinoPay) and we areestimates inherent in the process of reviewing future potential projectspreparing financial statements. An entity shall disclose the date through which subsequent events have been evaluated, as well as whether that date is the date the financial statements were issued. Companies are not permitted to recognize subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance sheet date and the need for version 2.0 upgrades to our initial system.

In addition to setting up our offices in Hong Kong, we also completed an arrangement for the hosting of servers for the purpose of creating an R&D and testing network for our IP payment processing hub from the servers located in our offices in Hong Kong.  We have installed an initial server and plan to upgrade the cluster in Q1 2009 and to increase the dedicated data lines to that network to enhance our ability to remotely update and manage this R&D and testing computer network cluster.

Sino Payments signed a Memorandum of Understanding with PowerE2E in Shanghai for the purpose of creating a joint marketing effort with PowerE2E to sell Sino Payments IP processing services to their new and existing clients.  In addition the MOU provides for support from PowerE2E’s data center in Shanghai for the hosting and maintenance of Sino Payments systems in Shanghai should such a need arise as per mutual expectations.

The Company is also actively marketing our IP payment processing services to TAP Group with its headquarters in Hong Kong also as a joint marketing effort to their existing and new clients.  This process is going well and we hope to have further news related to this joint marketing effort in Q1 2009.

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As a result of these and other ongoing marketing and sales efforts, we hope to have initial customer client contracts in the near future and will use these funds to support our administrative, sales, and R&D efforts.

We do anticipate adding some programming staff in the near future but we preferbefore financial statements are issued. Some nonrecognized subsequent events must be disclosed to keep the organization leanfinancial statements from being misleading. For such events a company must disclose the nature of the event, an est imate of its financial effect, or a statement that such an estimate cannot be made. This Statement applies prospectively for interim or annual financial periods ending after June 15, 2009. The adoption of this standard is not expected to have a material impact on the Company’s financial statements.



12


In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS No. 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and utilize consulting agreementsmeasurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS No. 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on both shortthe Company’s financial statements.


In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 identifies the sources of accounting principles and long term periods whenever possible.  Other than these costs, we will attemptthe framework for selecting the principles to keep our cost basebe used in linethe preparation of financial statements of nongovernmental entities that are presented in conformity with our abilitygenerally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to receive funds from customer contracts going forward.

AsAU Section 411, “The Meaning of February 28, 2009, our total assets were $3,105Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.


In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and our total liabilities were $46,455.  AsHedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adopt ion of February 28, 2009, we had cash of $1,170.

this statement is not expected to have a material effect on the Company’s financial statements.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 4. CONTROLS AND PROCEDURES


ITEM 4.CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures


Under

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the supervisionreports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our management, including the Principal ExecutiveCertifying Officer, and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Actof May 31, 2009, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, our Certifying Officer concluded that , as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal  Financial Officer have concluded that theseMay 31, 2009, our disclosure controls and procedures arewere effective.


Changes in Internal Controls

There were no changes in our internal control over financial reporting that occurred during the quarter ended February 28,May 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Subsequent to the quarter ended May 31, 2009, the Company has retained an outside consulting firm which specializes in Sarbanes Oxley compliance and to provide further financial statement preparation and bookkeeping services to the Company.


PART II - OTHER INFORMATION.


ITEM 1. LEGAL PROCEEDINGS.


We are not a party to any pending legal proceeding. No federal, state or local governmental agency is presently contemplating any proceeding against the Company. No director, executive officer or affiliate of the Company or owner of record or beneficially of more than five percent of the Company's common stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.



13


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Item 1A. RISK FACTORS.



PART II. OTHER INFORMATION

ITEM 1A.RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


1.

Issuance of Equity Securities in exchange for services: None


2.

Convertible Securities: None


3.

Outstanding Warrants: None


4.

Sales of Equity Securities for Cash: None


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.


None


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.


None


ITEM 5. OTHER INFORMATION.

None


ITEM 6. EXHIBITS


The following exhibits are filed with this Quarterly Report on Form 10-Q:


ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On November 28, 2007 at 4:00 p.m, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective (File number 333-147493) permitting us to offer up to 3,000,000 shares of common stock at $0.05 per share.  There was no underwriter involved in our public offering.  As of the date of this report, we raised $81,000 in total funds in our public offering and, as a result, closed the offering on August 1, 2008.  As of the date of this report, we have spent the proceeds as follows:

Hiring of Web Development firm and completion of website$1,150
Repayment of loan to Glenn Henricksen 

Exhibit

$35,231

Administrative expenses 

Number

$10,000

Description of Exhibit

Hong Kong office setup 

3.01

$3,500

Articles of Incorporation(1)

Purchase of Computer Network in Hong Kong 

3.02

$1,500

Bylaws(1)

Total 

4.1

$51,381

ITEM 6.EXHIBITS.

The following documents are included herein:

Exhibit No.Document Description

Specimen Stock Certificate(1)

14.1

Code of Ethics(2)

31.1

31.01

Certification of Principal Executive Officer andPursuant to Rule 13a-14(2)

31.02

Certification of Principal Financial Officer pursuantPursuant to Section 302 of the Sarbanes-Oxley Act of 2002.Rule 13a-14(2)

32.1

32.01

CEO and CFO Certification of Chief Executive Officer and Chief Financial Officer pursuantPursuant to sectionSection 906 of the Sarbanes-Oxley Act of 2002.(2)

99.1

Audit Committee Charter(3)

99.2

Disclosure Committee Charter(3)

_____________


- -

1.

Incorporated by reference to our Registration Statement filed with the SEC on November 19, 2007.


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2.

Filed herewith.


3.

Incorporated by reference to our Form 10-K for the year ended August 31, 2008 filed with the SEC on December 16, 2008.


*

All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.



14


SIGNATURES



SIGNATURES

Pursuant to

In accordance with the requirements of the Securities Exchange Act, of 1934,the registrant caused this report has beento be signed belowon its behalf by the following person on behalf of the Registrant and in the capacities on thisUndersigned, thereunto duly authorized.


SINO PAYMENTS, INC.







Dated: July 20,th day of April, 2009. 2009

/s/ Matthew Mecke              

By: Matthew Mecke

Its: President, CEO & CFO



15



SINO PAYMENTS, INC.
(Registrant)
BY:MATTHEW MECKE
Matthew Mecke
President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and a member of the Board of Directors.


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EXHIBIT INDEX

Exhibit No.Document Description
31.1Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.


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