Sino Fibre Communications 10K 2008 Annual report

		Page

PART I
Item 1.	Description of Business	4
Item 2.	Description of Property	10
Item 3.	Legal Proceedings	10
Item 4.	Submission of Matters to a Vote of Security Holders	10

PART II
Item 5.	Market For Registrant Common Equity and Related Stockholder Matter and Issuer Purchases of Equity Securities	11
Item 6.	Selected Financial Data	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 8	Financial statements and Supplementary Data	15
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	27
Item 9.	A(T) Controls & procedures	27
Item 9.	B. Other Information	27

PART III
Item 10.	Directors, Executive Officers, Promoters and Control Persons	28
Item 11.	Executive Compensation	30
Item 12.	Security Ownership of Certain Beneficial Owners and Management	31
Item 13.	Certain relationships and Related Transactions, and Director Independence	32
Item 14.	Principal Accounting Fees and Services	32

PART IV
Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8 -K	33
	Signatures	34

PART I

ITEM 1. DESCRIPTION OF BUSINESS

General

We were incorporated on August 19, 1999. We were originally incorporated as Pacific Rim Solutions Inc. to market and distribute an oxygen enriched water product called biocatalyst in the province of British Columbia. However, as a result of a dispute with the original license holder, we decided to discontinue all operations relating to biocatalyst. On January 30, 2006, we changed our name and business purpose to reflect our current business of marketing Chinese fiber optical services primarily to non-Chinese foreign telecommunications carriers and corporate users.

Our principal executive offices are located at The Chrysler Building, 405 Lexington Avenue, 26th Floor, New York, New York 10174. Our telephone number is +852-3101-7366. Our fiscal year end is December 31.

Services

SINO-CON

We have an exclusive memorandum of understanding with Sino-Con Telecomm Group, Ltd., to promote and sell Sino-Con's fiber optic backbone services to foreign telecommunications carriers and corporate users. Under the agreement, we have to form a partnership to market Sin-Con's services to foreign companies and telecommunications carriers. As of the date hereof, we have not formed the partnership, but we have begun promoting Sino-Con's services. Under our agreement with Sino-Con, we will be paid a commission for each non-China customer that we recruit and sign to an agreement with Sin-Con to provide services.

We are selling IP broadband and telecommunications network routing based upon either the number of seconds or minutes a customer uses the network, or the amount of data passed through the network, or via an annual lease contract for use of the network not to exceed a certain size of total calls or data routed through the network. We expect to be paid a commission of at least 15% on the contracts signed by our clients and Sino-Con.

CASME

The Company and CASME have agreed to work together to take advantage of advanced international management practices to provide barter trade services for Chinese small and medium sized enterprises. The Company and CASME will jointly establish China Business Online Company Limited in China, which will be wholly funded by the Company. CASME will provide the CASME brand, government and member resources to develop the business of China Business Online Company Limited and hold a 15% share. The Company intends to hold a 85% performance share equity with the specific equity allocation to be settled upon the establishment of China Business Online Company Limited.

Industry

We promote low cost fiber optical systems to non-Chinese international telecommunications companies and large corporations that desire intercity connections within China. The systems we provide are products and services created and owned by Sino-Con Telecom Group Co., Ltd, a Chinese licensed broadband carrier that provides broadband domestic and international services to telecommunications providers over a Chinese nationwide fiber optic network that it owns. Sino-Con owns 32,000 kilometer optical fiber network in China that covers 156 cities and 31 provinces with emphasis on the greater Shanghai area and the Pearl River Delta.

Sino-Con fiber optic backbone provides a fiber optic network within China that allows for long distance and local telephone services, Internet services, television services, and wireless LAN services. Our role will be to market leasing these optic fiber services to non-China corporations.

Sino-Con offers a variety of services over broadband cable systems, including video, high-speed Internet and phone. Over the past several years, it has increased the reliability and capacity of its systems, enabling it to deliver new services, such as digital cable, high-speed Internet and IP-enabled phone.

Video Services

Sino-Con offers a full range of video services. It tailors its channel offerings for each system serving a particular geographic area according to applicable regulatory requirements, programming preferences and demographics. Subscribers typically pay us on a monthly basis and generally may discontinue services at any time. Monthly subscription rates and related charges vary according to the type of service selected and the type of equipment the subscriber uses. Our video service offerings include the following:

High-Speed Internet Services

Sino-Con offers high-speed Internet access that is constantly connected, with downstream speeds generally from 6Mbps to 8Mbps depending on the service selected. This service also includes our interactive portal which provides multiple e-mail addresses, online storage and a variety of proprietary content, value-added features and enhancements, designed to take advantage of the speed of the Internet connection we provide.

Phone Services

Sino-Con offers IP-enabled phone service that provides unlimited local and domestic long distance calling, including features such as Voice Mail, Caller ID and Call Waiting.

Customer and Technical Service

Sino-Con offers its customers through local, regional and national call and technical centers. Generally, our call centers provide 24/7 call answering capability, telemarketing and other services. Our technical services functions and performs various tasks, including installations, transmission and distribution plant maintenance, plant upgrades and activities related to customer service.

The e-commerce portal for the small and medium enterprise market shows strong growth, especially in the business-to-business ("B-to-B") market. The business model for China Business Online Company Limited will be primarily B-to-B and will involve subscription fees, membership fees and transaction fees on bartering order transactions.

Our Planned Operations - Marketing

Our plan of operation is promote Sino-Con Telecomm Group., Ltd., fiber optic backbone network. to non-Chinese corporations. We plan to do that by conducting market research on the demand for such services and to contact potential Telecom Carriers and individual corporations directly.

Our plan of operation is to promote the Sino-Con fiber optic backbone network to non-Chinese corporations. We plan to do that by conducting market research on the demand for such services and to contact potential telecom carriers and individual corporations directly. We currently maintain a website at www.sinofibre.com.

Our operational goal is to provide a stable platform for all members of CASME in their bartering, B-to-B requirements. The platform is intended to create another market for their products and services not only domestically, but internationally. We conducted a survey with selected companies in North America to evaluate their expansion program into China and concluded that trading with Chinese companies directly will be made through the formation of international members.

On the wholesale aspect of the fibre optic network, we have solicited several major telecommunication carriers on their expansion plan into China. Although they see the benefit of direct leased line in China, they have not seen any significant benefit as yet. Most of them have existing roaming agreements with our competitors in China. Our strategy has changed to focus on major enterprises, such as Starbucks, Wal-Mart and Home Depot. These corporations have shifted their focus to expand their China operation. The need of dedicated private secure network is surfacing as their bandwidth requirement has increased. We plan to launch an aggressive campaign in the US to provide private, secure network connections to these corporations and entice major carriers to partner with us.

Website

We currently maintain a website at www.sinofibre.com.

Revenues

We will generate revenues in the form of commissions paid by Sino-Con Telecomm Group., Ltd. The commissions will be paid on the basis of a flat wholesale rate provided to our company by Sino Con Telecomm Group and then revenue sharing between Sino Con Telecomm Group and our company on revenue received above our wholesale cost.

Once we have the e-commerce portal in operation, we will market the services to the CASME members at large. Our membership subscription fee schedule will consist of CASME membership subscription fees of $4,000 RMB per year. We estimate that it will take approximately six to nine months to process the expected signing of members. There is also a period of education, training, and promotion of the services to the members.

Competition

There are two major telecom competitors in China on the broadband enterprise market sector: China Mobile and China Telecom.

China Telecom is a landline based carrier that provide services via their traditional copper infrastructure in buildings, homes and businesses. Their value added service is limited to website hosting and internet connectivity. However, China Telecom is very well funded, has a large network coverage, and a strong brand name.

China Mobile is a formidable competitor and they focus on the mobility market. Their business has been growing since they went public. China Mobile has wireless cellular coverage in most of China. Their weakness is in the lack of backhaul infrastructure. China Mobile will be looking at supplementing their mobile cellular build-outs with fibre optic networks to support the growth of their customer demands.

Employees

We have one full-time employee and no part-time employees. We administer our business through consulting arrangements with our company's officers, directors and other individuals.

Consultants

During the year ended December 31, 2008, the Company hired six consultants for services related to financial advisory, administrative, management, business development and strategic planning.

Total consulting expenses of $143,000 was expensed for the year ended December 31, 2008.

Offices

We maintained two offices. We maintain one office at The Chrysler Building, 405 Lexington Avenue, 26th Floor, New York, New York 10174. We do not maintain a telephone number at this location. We lease this space from Regus Management Group LLC pursuant to a written lease agreement. We occupy a shared serviced office space on the 26 th floor of The Chrysler Building. We pay monthly rent of $150.00. Our lease expires May 31, 2009.

We also maintain an office at One Exchange Square, 39th Floor, 8 Connaught Place, Central, Hong Kong. Our telephone number is (+852) 3101-7366. We lease this space from SERVCORP pursuant to a written lease dated February 1, 2006. We occupy a shared serviced office space on the 39 th Floor of One Exchange Square and pay monthly rent of HKD$1,800.

Doing Business in China

Chinese Legal System

The practical effect of the Chinese legal system on our business operations in China can be viewed from two separate but intertwined considerations. First, as a matter of substantive law, the Foreign Invested Enterprise Laws provide significant protection from government interference. In addition, these laws guarantee the full enjoyment of the benefits of corporate articles and contracts to Foreign Invested Enterprise participants. These laws, however, do impose standards concerning corporate formation and governance, which are not qualitatively different from the general corporation laws of the several provinces. Similarly, the Chinese accounting laws mandate accounting practices, which are not consistent with US Generally Accepted Accounting Principles. The Chinese accounting laws require that an annual "statutory audit" be performed in accordance with Chinese accounting standards and that the books of account of Foreign Invested Enterprises be maintained in accordance with Chinese accounting laws. Article 14 of the People's Republic of China Wholly Foreign-Owned Enterprise Law requires a Wholly Foreign-Owned Enterprise to submit certain periodic fiscal reports and statements to designated financial and tax authorities. Otherwise there is risk that its business license will be revoked.

Second, while the enforcement of substantive rights may appear less clear than those in the United States, the Foreign Invested Enterprises and Wholly Foreign-Owned Enterprises are Chinese registered companies which enjoy the same status as other Chinese registered companies in business dispute resolution. Because the terms of the Company's various Articles of Association provide that all business disputes pertaining to Foreign Invested Enterprises will be resolved by the Arbitration Institute of the Stockholm Chamber of Commerce in Stockholm, Sweden applying Chinese substantive law, the Chinese minority partner in the Company's joint venture companies will not assume any advantageous position regarding such disputes. Any award rendered by this arbitration tribunal is, by the express terms of the various Articles of Association, enforceable in accordance with the "United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958)." Therefore, as a practical matter, although no assurances can be given, the Chinese legal infrastructure, while different from its United States counterpart, should not present any significant impediment to the operation of Foreign Invested Enterprises.

Economic Reform Issues

Although the Chinese Government owns the majority of productive assets in China, in the past several years the Government has implemented economic reform measures that emphasize decentralization and encourage private economic activity. Because these economic reform measures may be inconsistent or ineffectual, there is no assurance that:

The Company will be able to capitalize on economic reforms;
The Chinese Government will continue its pursuit of economic reform policies.
The economic policies, even if pursued, will be successful;
Economic policies will not be significantly altered from time to time; and
Business operations in China will not become subject to the risk of nationalization.

Negative impact on economic reform policies or nationalization could result in a total investment loss in the Company's common stock.

Since 1979, the Chinese Government has reformed its economic systems. Because many reforms are unprecedented or experimental, they are expected to be refined and readjusted. Other political, economic and social factors, such as political changes, changes in the rates of economic growth, unemployment or inflation, or in the disparities in per capita wealth between regions within China, could lead to further readjustment of the reform measures. This refining and readjustment process may negatively affect the Company's operations.

Over the last few years, China's economy has registered a high growth rate. Recently, there have been indications that the rate of inflation has increased. In response, the Chinese Government recently has taken measures to curb the excessively expansive economy. These measures included implementation of a unitary and well-managed floating exchange rate system based on market supply and demand for the exchange rates of Renminbi, restrictions on the availability of domestic credit, reduction of the purchasing capability of certain of its citizens, and centralization of the approval process for purchases of certain limited foreign products. These austerity measures alone may not succeed in slowing down the economy's excessive expansion or control inflation, and may result in severe dislocations in the Chinese economy. The Chinese Government may adopt additional measures to further combat inflation, including the establishment of freezes or restraints on certain projects or markets.

To date reforms to China's economic system have not adversely affected the Company's operations and are not expected to adversely affect the Company's operations in the foreseeable future; however, there can be no assurance that reforms to China's economic system will continue or that the Company will not be adversely affected by changes in China's political, economic, and social conditions and by changes in policies of the Chinese Government, such as changes in laws and regulations, measures which may be introduced to control inflation, changes in the rate or method of taxation, imposition of additional restrictions on currency conversion and remittance abroad, reduction in tariff protection and other import restrictions.

Risk Factors

1. Our independent auditors have issued a going concern opinion who have raised substantial doubt as to our ability to continue as a going concern.

Our independent registered public accountants have issued a going concern opinion as of December 31, 2008. This means that there is substantial doubt that we can continue as an ongoing business without additional financing and/or generating profits. If we are unable to do so, we will have to limit or completely curtail operations and such curtailment could have a material adverse affect on the future of our business as a going concern.

2. We lack an operating history for our current business and have losses that we expect to continue into the future. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, you will lose your investment.

While we were incorporated in August 1999, we have just initiated our current business operations. Therefore our current operating history cannot be used to determine our future success or failure. Our net loss since inception is $4,006,489. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to sell our clients' fiber optical services to non-Chinese foreign telecommunications carriers and corporate users. Based upon current plans, we expect to incur operating losses in the immediate future because we will be incurring expenses which will exceed our revenues. Our failure to operate profitably will cause you to lose your investment.

3. If we do not attract clients, we will not make a profit and as a result you could lose your investment.

We have one client. We may not be able to attract more clients, since our future clients will be competitors of our current client. Further, we have not conducted any market research in the acceptance of our services. Even if we obtain clients, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations.

4. We spent all of the proceeds from our private placement to maintain our business operations. If we can't raise additional funds, we may be forced to curtail or cease future activities.

We have just initiated our operations. We raised net proceeds of $730,622 from our private placements of common shares in 2008. There is no assurance that we will be able to obtain additional funding when needed, or that such funding, if available, can be obtained on terms acceptable to us. If we cannot obtain needed funds, we may be forced to curtail or cease future activities.

5. If we do not make a profit, we may have to suspend or cease operations and you will lose your investment.

Because we are small and do not have much capital, we must limit marketing our services. The sale of services is how we will initially generate revenues. Because we will be limiting our marketing activities, we may not be able to attract enough clients to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations and you will lose your investment.

6. Because our operations are all located outside of the United States and are subject to Chinese laws, any change of Chinese laws may adversely affect our business.

All of our operations are outside the United States and in China, which exposes us to risks, such as exchange controls and currency restrictions, currency fluctuations and devaluations, changes in local economic conditions, changes in Chinese laws and regulations, exposure to possible expropriation or other Chinese government actions, and unsettled political conditions. These factors may have a material adverse effect on our operations or on our business, results of operations and financial condition.

7. Our international expansion plans subject us to risks inherent in doing business internationally.

Our long-term business strategy relies on the expansion of our international sales by targeting markets outside China, such as the United States. Risks affecting our international expansion include challenges caused by distance, language and cultural differences, conflicting and changing laws and regulations, foreign laws, international import and export legislation, trading and investment policies, foreign currency fluctuations, the burdens of complying with a wide variety of laws and regulations, protectionist laws and business practices that favor local businesses in some countries, foreign tax consequences, higher costs associated with doing business internationally, restrictions on the export or import of technology, difficulties in staffing and managing international operations, trade and tariff restrictions, and variations in tariffs, quotas, taxes and other market barriers. These risks could harm our international expansion efforts, which could in turn materially and adversely affect our business, operating results and financial condition.

8. We face risks associated with currency exchange rate fluctuations, any adverse fluctuation may adversely affect our operating margins.

Although we are incorporated in the United States, the majority of our activities are in Chinese currency. Conducting business in currencies other than U.S. dollars subjects us to fluctuations in currency exchange rates that could have a negative impact on our reported operating results. Fluctuations in the value of the U.S. dollar relative to other currencies impact our revenues, cost of revenues and operating margins and result in foreign currency translation gains and losses. Historically, we have not engaged in exchange rate hedging activities. Although we may implement hedging strategies to mitigate this risk, these strategies may not eliminate our exposure to foreign exchange rate fluctuations and may involve costs and risks of their own, such as ongoing management time and expertise, external costs to implement the strategy and potential accounting implications.

9. If relations between the United States and China worsen, our stock price may decrease and we may have difficulty accessing the U.S. capital markets.

At various times during recent years, the United States and China have had disagreements over political and economic issues. Controversies may arise in the future between these two countries. Any political or trade controversies between the United States and China could adversely affect the market price of our common stock and our ability to access U.S. capital markets.

10. The Chinese government could change its policies toward private enterprises, which could adversely affect our business.

Our business is subject to political and economic uncertainties in China and may be adversely affected by its political, economic and social developments. Over the past several years, the Chinese government has pursued economic reform policies including the encouragement of private economic activity and greater economic decentralization. The Chinese government may not continue to pursue these policies or may alter them to our detriment from time to time. Changes in policies, laws and regulations, or in their interpretation or the imposition of confiscatory taxation, restrictions on currency conversion, restrictions or prohibitions on dividend payments to stockholders, devaluations of currency or the nationalization or other expropriation of private enterprises could have a material adverse effect on our business. Nationalization or expropriation could result in the total loss of our investment in China.

11. The economic, political and social conditions in China could affect our business.

All of our business, assets and operations are located in China. The economy of China differs from the economies of most developed countries in many respects, including government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources. The economy of China has been transitioning from a planned economy to a more market-oriented economy. Although the Chinese government has implemented measures recently emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the Chinese government. In addition, the Chinese government continues to play a significant role in regulating industry by imposing industrial policies. It also exercises significant control over China's economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Therefore, the Chinese government's involvement in the economy could adversely affect our business operations, results of operations and/or financial condition.

12. The significant but uneven growth in the economy of China in the past 20 years could have an adverse effect on our business and results of operations.

The Chinese government has implemented various measures from time to time to control the rate of economic growth. Some of these measures benefit the overall economy of China, but may have a negative effect on us.

13. Government control of currency conversion and future movements in exchange rates may adversely affect the Company's operations and financial results.

We will receive substantially all of our revenues in Renminbi, the currency of China. A portion of such revenues will be converted into other currencies to meet our foreign currency obligations. Foreign exchange transactions under our capital account, including principal payments in respect of foreign currency-denominated obligations, continue to be subject to significant foreign exchange controls and require the approval of the State Administration of Foreign Exchange in China. These limitations could affect our ability to obtain foreign exchange through debt or equity financing, or to obtain foreign exchange for capital expenditures. The Chinese government controls its foreign currency reserves through restrictions on imports and conversion of Renminbi into foreign currency.

Although the exchange rate of the Renminbi to the U.S. dollar has been stable since January 1, 1994, and the Chinese government has stated its intention to maintain the stability of the value of Renminbi, there can be no assurance that exchange rates will remain stable. The Renminbi could devalue against the U.S. dollar. Our financial condition and results of operations may also be affected by changes in the value of certain currencies other than the Renminbi in which our earnings and obligations are denominated. In particular, a devaluation of the Renminbi is likely to increase the portion of our cash flow required to satisfy our foreign currency-denominated obligations.

14. Because the Chinese legal system is not fully developed, our legal protections may be limited.

The Chinese legal system is based on written statutes and their interpretation by the Supreme People's Court. Although the Chinese government introduced new laws and regulations to modernize its business, securities and tax systems on January 1, 1994, China does not yet possess a comprehensive body of business law. Because Chinese laws and regulations are relatively new, interpretation, implementation and enforcement of these laws and regulations involve uncertainties and inconsistencies and it may be difficult to enforce contracts. In addition, as the Chinese legal system develops, changes in such laws and regulations, their interpretation or their enforcement may have a material adverse effect on our business operations. Moreover, interpretative case law does not have the same precedential value in China as in the United States, so legal compliance in China may be more difficult or expensive.

15. It may be difficult to serve us with legal process or enforce judgments against our management or us.

All of our assets are located in China. In addition, all of our officers, and all but two of our directors, are non-residents of the United States, and all or substantial portions of the assets of such non-residents are located outside the United States. As a result, it may not be possible to effect service of process within the United States upon such persons to originate an action in the United States. Moreover, there is uncertainty that the courts of China would enforce judgments of U.S. courts against us or our directors and officers based on the civil liability provisions of the securities laws of the United States or any state, or entertain an original action brought in China based upon the securities laws of the United States or any state.

Investment risks:

16. Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.

Our shares as penny stocks are covered by section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.

17. Because we may issue additional shares of common stock in public offerings or private placements, your ownership interest in us may be diluted.

Because in the future we may issue shares of common stock to pay for services, to pay for equipment, or to raise money for our operations, your ownership interest may be diluted which results in your percentage of ownership in us decreasing.

18. Because of intense competition for telecommunication services in China, our ability to significantly complete our business plan may not materialize.

Because of competition in China for telecommunication services, we may not be able to significantly penetrate the marketplace with out services to enable us to meet objectives of our business plan. Our failure to do so will adversely affect our market capitalization and, therefore, the price of our shares.

19. Because our President and Chief Executive Office, Daniel McKinney, is our only employee at this time, any change in his status with our Company will negatively affect both the operations of our Company as well as our ability to secure funding in the future.

Because Daniel McKinney is our sole employee, any change in his involvement with our Company may negatively affect our operations and our ability to execute our business plan. This may affect the value of shares in our Company.

20. Because our operations involve the provision of telecommunication services in China which are subject to Chinese regulations related to telecommunications, any change of Chinese telecommunications regulations may adversely affect our business.

Our operations involve the provision of telecommunication services in China which exposes us to risks, such as changes in Chinese telecommunication regulations. These changes in Chinese telecommunications regulations may have a material adverse effect on our operations or on our business, results of operations and financial condition.

ITEM 2. DESCRIPTION OF PROPERTY

None

ITEM 3. LEGAL PROCEEDINGS

Other than a claim from our former President, Mecke, for amounts owed to him, we are not presently a party to any litigation.

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

During the fourth quarter, there were no matters submitted to a vote of our shareholders.

PART II

ITEM 5. MARKET FOR REGISTRANT COMMON EQUITY AND RELATED STOCKHOLDER MATTER AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the Over-the-Counter Bulletin Board under the symbol “SFBE”.OB. As of December 31, 2008, we had approximately 128 shareholders of record. Presented below is the high and low bid information of our common stock for the periods indicated. These quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not represent actual transactions.

Common Stock
		High		Low
Fiscal Year Ending December 31, 2008
First Quarter	$	0.44	$	0.17
Second Quarter	$	0.50	$	0.16
Third Quarter	$	0.45	$	0.12
Fourth Quarter	$	0.35	$	0.05

Fiscal Year Ending December 31, 2007
First Quarter	$	-	$	-
Second Quarter	$	-	$	-
Third Quarter	$	0.60	$	0.05
Fourth Quarter	$	0.45	$	0.05

Fiscal Year Ending December 31, 2006
First Quarter	$	-	$	-
Second Quarter	$	-	$	-
Third Quarter	$	-	$	-
Fourth Quarter	$	-	$	-

We were given our trading symbol “SFBE” to trade on the NASD OTC Bulletin Board on 17 August 2007 and as such, we do not have trading prices prior to that date.

On December 31, 2008, the last price of our common stock as reported on the Over- the Counter Bulletin Board was $0.06 per share.

Dividend Policy

We have never paid cash dividends on our capital stock. We currently intend to retain any profits we earn to finance the growth and development of our business. We do not anticipate paying any cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

There were no issues of unregistered securities in 2008.

Section 15(g) of the Securities Exchange Act of 1934

Our company's shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale.

Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one-page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Securities authorized for issuance under equity compensation plans

On September 22, 2008 the Company filed a Registration Statement on Form S-8 (the “Form S-8”) with the Securities & Exchange Commission (the “SEC”) to register 4,000,000 shares under the Plan. The Plan was issued in order to provide incentives to attract, retain, and motivate eligible persons whose current and potential contributions are important to the success of the Corporation and to compensate consultants who provide bona fide services to the Corporation not in connection with capital raising or promotion of the Corporation’s securities.

Equity Compensation Plan Information
				Number of
				securities
	Number of			remaining available
	securities to be			for future issuance
	issued upon		Weighted-average	under equity
	exercise of		exercise price of	compensation
	outstanding		outstanding	plans (excluding
	options, warrants		options, warrants	securities reflected
	and rights		and rights	in column (a))

Plan category	(a)		(b)	(c)
Equity compensation plans approved by security holders	1,050,000	$	0.25	2,350,000
Equity compensation plans not approved by security holders	14,928,272	$	0.24	N/A
Total

Transfer agent

Our Transfer Agent is Transfer Online, Inc., 317 SW Alder Street, 2nd Floor, Portland, OR 97204.

ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events 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 states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

We are a development stage Company and have not yet generated or realized any revenues from our current business operations.

We are not going to buy or sell any plant or significant equipment during the next twelve months.

We will not be conducting any product research or development. Further we do not expect significant changes in the number of employees other than possibly hiring one or two translators.

Our specific goal is to promote Sino-Con Telecom Group, Ltd., to promote and sell Sino-Con's fiber optic backbone services to foreign telecommunications carriers and corporate users, to complete the development of our website and assemble a client database. We intend to accomplish the foregoing through the following milestones:

	1.	We intend to promote and sell Sino-Con Telecomm Group, Ltd.'s fiber optic backbone services to foreign telecommunications carriers and corporate users. We intend to do this by completing an exclusive services agreement with Sino Con Telecomm Group as soon as is practicable and to determine the demand for such services by international companies and telecom carriers and to market these services directly to such companies and carriers.

	2.	Once clients have been secured, we intend to hire at least 5 full time employees.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we will have to attract customers who will enter into agreements with Sino-Con Telecomm Group, Ltd. and use Sino-Con's fiber optic backbone services

Critical Accounting Policies and Estimates

We did not generate revenues from operations in 2008 and 2007. We have recognized losses from operations, and the foregoing discussion of our plan of operation is based in part on our financial statements. These have been prepared in accordance with accounting principles generally accepted in the United States of America. 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 amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The estimates and critical accounting policies that are most important in fully understanding and evaluating our financial statements and results of operations are discussed below.

Stock Based Compensation

On January 1, 2006, we adopted the provisions of Statement of Financial Accounting Standards No. 123R, "Share-Based Payment" ("SFAS 123R") which establishes accounting for equity instruments exchanged for employee service. We utilize the Black-Scholes option pricing model to estimate the fair value of employee stock based compensation at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Further, as required under SFAS 123R, we now estimate forfeitures for options granted, which are not expected to vest. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from our historical experience with stock-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances.

Liquidity and Capital Resources

In 2008, we completed one private placement of common shares and raised net proceeds of $730,621 for business development, administrative and ongoing operational expenses.

As of the date of this report, we have initiated operations, but have not generated any revenues.

As of December 31, 2008, our total assets were $2,700,137 and our total liabilities were $864,586. As of December 31, 2008, we have $137 in cash.

We are a development stage company and management has devoted most of its activities to developing a market for its products and services. Planned principal activities have begun but the Company has not generated significant revenues to date. We had a net loss of $2,372,088 for the year ended December 31, 2008 and had a working capital deficit of $164,449, and a stockholders' surplus of $1,835,551 at December 31, 2008.

Results of Operations

We have no revenues in 2008 and 2007.

Recent Accounting Pronouncements

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”. SFAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities by requiring enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133, and how derivative instruments and related hedged items affect an entity’s operating results, financial position, and cash flows. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008. Earlier adoption is permitted. The Company is currently reviewing the provisions of FAS 161 and has not yet adopted the statement. However, as the provisions of SFAS No. 161 are only related to disclosure of derivative and hedging activities, the Company does not believe the adoption of SFAS No. 161 will have a material impact on its operating results, financial position, or cash flows.

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 the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. This statement shall be effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company does not believe that implementation of this standard will have a material impact on its financial position, results of operations or cash flows.

In June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share- Based Payment Transactions Are Participating Securities”. FSP EITF 03-6-1 states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008. The Company does not believe that implementation of this standard will have a material impact on its financial position, results of operations or cash flows.

PART III

ITEM 7. FINANCIAL STATEMENTS.

Sino Fibre Communications, Inc.

(A Development Stage Company)

Financial Statements

Contents
	Page
Reports of Independent Registered Public Accounting Firm	16
Balance Sheets	17
Statements of Operations	18
Statements of Stockholders' Deficiency	19-20
Statements of Cash Flows	21
Notes to the Financial Statements	22-25

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Sino Fibre Communications, Inc.
(A Development Stage Company)
New York, New York

We have audited the accompanying balance sheet of Sino Fibre Communications, Inc., as of December 31, 2008 and 2007 and the related statements of operations, changes in stockholders' deficit, and cash flows for the years then ended. These financial statements are the responsibility of Sino Fibre Communications, Inc. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements for the period August 19, 1999 (inception) through December 31, 2006, were audited by other auditors whose reports expressed unqualified opinions on those statements. The financial statements for the period August 19, 1999 (inception) through December 31, 2006, include total revenues and net loss of $60 and $771,266, respectively. Our opinion on the statements of operations, shareholders' deficit, and cash flows for the period August 19, 1999 (inception) through December 31, 2008, insofar as it relates to amounts for prior periods through December 31, 2006, is based solely on the report of other auditors.

We conducted our audit in accordance with the Public Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Sino Fibre is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Sino Fibre's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 Sino Fibre Communications, Inc., as of December 31, 2008, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Sino Fibre Communications, Inc. will continue as a going concern. As discussed in Note 1 to the financial statements, Sino Fibre Communications, Inc. suffered a net loss from operations and has an accumulated deficit, which raises doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

MALONE & BAILEY, PC
www.malone-bailey.com
Houston, Texas

April 15, 2009

Sino Fibre Communication, Inc.
(A Development Stage Company)
Balance Sheets

		December 31,			December 31,
		2008			2007
Assets
Current:
Cash	$	137		$	378,732

Total Current Assets		137			378,732

Investment		700,000			-
Deposit		2,000,000			200,000

Total Assets	$	2,700,137		$	578,732
Liabilities
Current:
Accounts payable and accrued liabilities	$	574,900		$	283,662
Interest payable		5,179			1,683
Due to related parties		253,868			332,384
Common stock to be issued for subscriptions funds received		-			50,000
Common stock to be issued for consulting services rendered		-			87,500
Convertible notes		30,639			224,896

Total Current Liabilities		864,586			980,125

Stockholders' Equity (Deficit)

Common Stock, $0.001 par value; 200,000,000 shares authorized;
35,125,660 and 16,481,400 common shares issued and
outstanding at December 31, 2008 and 2007		35,126			16,481
Additional paid-in capital		5,806,914			1,282,002
Deficit accumulated during the development stage		(4,006,489	)		(1,699,876	)
Total Stockholders' Equity (Deficit)		1,835,551			(401,393	)
Total Liabilities and Stockholders' Equity (Deficit)	$	2,700,137		$	578,732

See accompanying notes to the financial statements.

Sino Fibre Communication, Inc.
(A Development Stage Company)
Statements of Operations

		For The			For The			For The Period
		Year			Year			From
		Ended			Ended			August 19, 1999
		December 31,			December 31,			(Inception) Through
		2008			2007			December 31,
								2008

Revenue	$	-		$	-		$	60

Operating expenses

General and administrative		34,461			23,018			121,830
Management fees		107,200			101,000			328,700
Professional fees		271,803			70,214			544,447
Consulting		1,577,726			732,683			2,688,908

Total operating expenses		1,991,190			926,915			3,683,885

Loss from operations		(1,991,190	)		(926,915	)		(3,683,885	)

Interest and other income (expense), net		(315,423	)		(1,695	)		(317,089	)

Gain on settlement of debt		-			-			4,500
Loss on asset impairment		-			-			(5,500	)

Loss before discontinued operations		(2,306,613	)		(928,610	)		(4,001,974	)

Loss from discontinued operations		-			-			(4,575	)

Net loss	$	(2,306,613	)	$	(928,610	)	$	(4,006,549	)

Weighted average number of shares outstanding - basic and diluted		29,770,386			16,481,400

Net loss per share - basic and diluted	$	(0.08	)	$	(0.05	)

See accompanying notes to the financial statements.

Sino Fibre Communications, Inc.
(A Development Stage Company)
Statements of Stockholders’ Deficit
For the Period From August 19, 1999 (Inception) Through December 31, 2008

Balance – August 19, 1999 (Inception)

–

Stock issued in August 1999 for organizational expenses at $0.001 per share

Organizational expenses incurred by a director on behalf of the Company

–

Stock issued in August 1999 for “The Biocatalyst License” at a fair value of $0.001 per share

Balance – December 31, 1999

Balance – December 31, 2000

Balance – December 31, 2001

Stock issued in January 2002 for expenses at $0.001 per Share

Stock issued in July 2002 for debt settlement at $0.001 per Share

Balance – December 31, 2002

Stock issued in January and June 2003 for expenses at $0.001 per share

Balance – December 31, 2003

Stock issued in January, July, and August 2004 for expenses at $0.01 per share

Stock issued in September 2004 for expenses at $0.10 per Share

Stock issued in July 2004 for cash at $0.01 per share

Stock issued in September and December 2004 for cash at $0.10 per share

Deferred compensation

Balance – December 31, 2004

See accompanying notes to the unaudited consolidated financial statements.

Sino Fibre Communications, Inc.
(A Development Stage Company)
Statements of Stockholders’ Deficiency
For the Period From August 19, 1999 (Inception) Through December 31, 2008

																			Deficit Accumulated
						Common Stock						Additional		Stock					During the
	Common Stock					To Be Issued						Paid-in		Subscriptions			Deferred		Development
	Shares			Amount		Shares			Amount			Capital		Receivable			Compensation		Stage			Total
Stock issued in January and March 2005 for cash at $0.10 per share	11,300		$	11		–		$	–		$	1,119	$	–		$	–	$	–		$	1,130
	11,300		$	11		–		$	–		$	1,119	$	–		$	–	$	–		$	1,130
Stock subscriptions received in cash in November 2004	–			–		40,000			40			9,960		–			–		–			10,000
Stock subscribed in December 2005	–			–		1,040,000			1,040			258,960		(260,000	)		–		–			–

Donated rent	–			–		–			–			500		–			–		–			500
Deferred compensation	–			–		–			–			–		–			167		–			167
Net loss	–			–		–			–			–		–			–		(43,889	)		(43,889	)
Balance – December 31, 2005	15,101,400		$	15,101		1,080,000		$	1,080		$	305,163	$	(260,000	)	$	–	$	(98,011	)	$	(36,667	)
Stock issued in March 2006 for cash at $0.25 per share (net)	1,380,000			1,380		(1,080,000	)		(1,080	)		74,680		260,000			–		–			334,980
Donated accounting fee	-			–		–			–			1,000		–			–		–			1,000
Net loss	–			–		–			–			–		–			–		(673,255	)		(673,255	)
Balance – December 31, 2006	16,481,400$			16,481		–		$	–		$	380,843	$	–		$	–	$	(771,266	)	$	(373,942	)
Stock based compensation	-			-		-			-			526,055		-			-		-			526,055
Discount on benefit conversion factor	-			-		-			-			375,104		-			-		-			375,104
Net loss	-			-		-			-			-		-			-		(928,610	)		(928,610	)
Balance – December 31, 2007	16,481,400		$	16,481		–		$	–		$	1,282,002	$	–		$	–	$	(1,699,876	)	$	(401,393	)
Shares issued for cash	2,499,431			2,500		-			-			778,122										780,622
Shares issued for convertible notes	10,123,690			10,124		-			-			496,061		-			-		-			506,185

Shares issued for deposit on fibre optic network	5,000,000			5,000		-			-			1,795,000		-			-		-			1,800,000

Stock based compensation	4,108,500			4,108								1,365,492										1,369,600

Shares cancelled	(3,087,361	)		(3,087	)							3,087										-
Options granted in June 2006												87,150										87,150

Net loss	-			-		-			-			-		-			-		(2,306,613	)		(2,306,613	)
Balance –December 31, 2008	35,125,660			35,126		-		$	-		$	5,806,914	$	-		$	-	$	(4,006,489	)	$	1,835,551

See accompanying notes to the unaudited consolidated financial statements.

Sino Fibre Communication, Inc.
(A Development Stage Company)
Statements of Cash Flows

		For the			For the			For the Period From
		Year			Year			August 19, 1999
		Ended			Ended			(Inception) Through
		December 31,			December 31,			December 31,
		2008			2007			2008
Cash Flows Used in Operating Activities
Net loss	$	(2,306,613	)	$	(928,610	)	$	(4.006,489	)
Adjustments to reconcile net loss to net cash used in operating activities
Discontinued operations		-			-			4,575
Common stock to be issued for consulting services		-			-			87,500
Gain on settlement of debt		-			-			(4,500	)
Bad debts		-			-			60
Loss on asset impairment		-			-			5,500
Donated rent and accounting fee		-			-			3,000
Expense settled with issuance of common stock		-			-			11,319
Stock based compensation		1,369,250			526,055			1,895,305
Common stock issued for interest on convertible debt		6,185			-			6,185
Amortization of debt discount		322,702			-			322,702
Changes in operating assets and liabilities:
Due to related parties		(78,516	)		191,521			223,386
Accounts receivable		-			-			(60	)
Interest payable		3,496			1,683			5,179
Prepaid expenses and deposits		-			5,100			-
Accrued liabilities		291,238			132,978			574,900
Net cash used in operating activities		(392,258	)		(71,273	)		(871,438	)

Cash Flows Used in Investing Activities
Ristricted Cash		-			-			10,000
Investment in Joint Venture		700,000			-			(700,000	)
Prepayment of license agreement		-			(200,000	)		(200,000	)
Net cash provided by (used in) investing activities		700,000			(200,000	)		(890,000	)
Cash Flows From Financing Activities
Repayment of short term borrowings		(16,959	)		-			(16,959	)
Proceeds from convertible notes		-			600,000			600,000
Proceeds from stock subscriptions		-			50,000			50,000
Common stock issued for cash, net		730,622			-			1,096,742
Net cash provided by financing activities		713,663			650,000			1,771,575

Net increase/(decrease) in cash		(378,595	)		378,727			137
Cash, beginning of year		378,732			-			-
Cash, end of year	$	137		$	378,732		$	137
Non-cash Investing and Financing Activities:
2,000,000 shares were issued at a fair value of $0.001 per share for the acquisition of a License		-			-			2,000
Debt issued for website domain name		-			-			5,000
500,000 shares were issued at a fair value of $0.001 per share in settlement of debt		-			-			500
136,000 shares were issued to settle prior period expenses		-			-			1,810
Restricted cash received for stock subscriptions and held in escrow		-			-			10,000
Conversion of debt to common stock		500,000						500, 000

Stock issued for deposit on purchase of fiber optic network	2,000,000	2,000,000
Shares retired previously issued as contributed capital	3,087	3,087
Change from stock payable to equity	137.500	137,500

See accompanying notes to the financial statements.

Sino Fibre Communication, Inc.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2008 and 2007

1. Organization, Development Stage and Going Concern

Sino Fibre Communications, Inc. was incorporated in Nevada on August 19, 1999 under the name Pacific Rim Solutions Inc. On January 30, 2006, the Company changed its name to Sino Fibre Communications Inc. The Company's previous business was discontinued at the end of 1999.

On February 14, 2000, the Company was granted a license to market and distribute vitamins, minerals, nutritional supplements and other health and fitness products to customers in the State of Missouri. This business was discontinued at the end of 2005.

On January 5, 2006, the Company changed its principal business to that of a broadband carrier to provide services to the wholesale carrier and service provider segments of the broadband market. The Company plans to operate an optical fibre network in China and would provide domestic and international backbone transmission and data network services such as synchronous digital hierarchy, internet protocol wholesale, managed bandwidth and leased lines to other network operators, wholesale carriers and web-centric service providers.

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 begun but the Company has not generated significant revenues to date. The Company had a net loss of $2,372,088 and negative cash flows from operations of $392,258 for the year ended December 31, 2008 and had a working capital deficit of $164,449, and a stockholders' surplus of $1,835,551 at December 31, 2008. These matters raise substantial doubt about the Company's ability to continue as a going concern. Continuation of the Company's existence is dependent upon its ability to obtain additional capital. Management's plans in regards to this matter include receiving continued financial support from directors and officers and raising additional equity financing in 2009. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2. Summary of Significant Accounting Policies 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 amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk.

Financial instruments that may subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s cash and cash equivalents are held in safekeeping by certain large creditworthy financial institutions in excess of the $250,000 insured limit of the Federal Deposit Insurance Corporation.

Cash and Cash Equivalents

For purposes of the statement of cash flows, Sino Fibre considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Management Fees - Related Party

In 2008 and 2007, Sino Fibre incurred management fees of $107,200 and $101,000, respectively, payable to the Chief Executive Officers. (Note 4 (b))

Stock Based Compensation

On January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123R, "Share-Based Payment" ("SFAS 123R") which establishes accounting for equity instruments exchanged for employee service. The Company utilizes the Black-Scholes option pricing model to estimate the fair value of employee stock based compensation at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Further, as required under SFAS 123R, we now estimate forfeitures for options granted, which are not expected to vest. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from our historical experience with stock-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances.

Loss Per Share

Basic loss per share is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. Diluted loss per share does not include potentially dilutive common share because the result would be anti-dilutive.

Financial Instruments

The carrying value of cash, restricted cash, accounts receivable, accrued liabilities, amounts due to related parties and common stock to be issued for consulting services approximate their fair value due to the relatively short maturity of these instruments.

Derivative financial instruments.

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. There are no derivative instrument liabilities as of December 31, 2008.

Income Taxes

The Company computes deferred tax assets arising from net operating loss carry forwards. These deferred tax assets are reduced by a valuation allowance to the extent that it is deemed more likely than not that these assets will not be realized through future taxable income. As of December 31, 2008, any available deferred tax asset arising from the Company's net operating loss carry forwards has been eliminated by a full valuation allowance.

Recent Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

3. Investments

On December 31, 2007, we entered into a co-operation agreement with China Association of Small and Medium Enterprises ("CASME") to establish China Business Online Company Limited, a joint venture to explore the Chinese market and introduce e-business and provide barter trade services to Chinese small and medium sized enterprises. CASME is administered by the National Development and Reform Commission to provide business development assistance to medium and small enterprises in China and abroad. CASME operates across China with branch offices in cities and provinces throughout the country and currently has over 580,000 registered members. The Company and CASME jointly established China Business Online Company Limited in China, which will be wholly funded by the Company. The Company has currently deposited $700,000 but requires a further $300,000 deposit to activate the JV. The Company is pursuing several funding possibilities, but has not yet finalized at this time. CASME will provide the CASME brand, government and member resources to develop the business of China Business Online Company Limited and will hold a 15% share.

4. Deposit

In 2007, Sino paid $200,000 and in 2008 Sino issued a further 5,000,000 shares of common stock for a total value of $2,000,000 to secure the exclusive indefinite right to sales and leasing of the Sino-Con Telecomm Group, Ltd.'s 32,000 km fiber optic network. There will be no royalties or any other kind of fees owed to the original owners of the agreement once revenue is earned.

5. Related Party Transactions

a) As of December 31, 2008, Sino Fibre owed $165,993 to the Chief Executive Officer and $58,500 to a shareholder who is a major liaison between the Company and the China Association of Medium and Small Enterprises (CAMSE).

b) During 2008, Sino Fibre paid $107,200 as salary to the CEOs. As of December 31, 2008, Sino Fibre owed its CEO and former CEO $464,705 as expense reimbursements and unpaid salary.

c) As of December 31, 2008, Sino Fibre owed the former CFO $29,375 as unpaid salary. On March 12, 2009 117,500 shares were issued to settle this debt.

6. Income Taxes

At December 31, 2008, Sino had a net operating loss carry-forward of approximately $4,006,549 expiring ranging from 2019 through 2028. The resulting deferred tax asset is fully reserved. The loss carry forwards are subject to certain limitations under the Internal Revenue Code including Section 382.

Deferred tax assets are as follows as of December 31, 2008:

Net operating loss carry-forward	$	1,362,227
Valuation allowance		(1,362,227	)
Total deferred tax asset	$	-

7. Convertible Debt

In December 2007, Sino Fibre borrowed $600,000 under convertible loan agreements with interest rate at 5% per annum payable on January 1, 2009 and convertible to equity units. Each equity unit consists of one common share and one warrant to purchase one share at a conversion price of $0.05 and $0.20, respectively. The warrants are exercisable for a period of two years from the date of issuance Sino Fibre determined that the conversion feature of the note and the warrants issued were not derivative instruments pursuant to SFAS No. 133, Accounting for Derivatives, as amended. Under the provisions of EITF Issue 98-5 and 00-27. Sino Fibre discounted the fair value of warrants attached to the notes and calculated the intrinsic value of the beneficial conversion feature using the Black-Scholes Option Pricing Model. The amount attributable to the beneficial conversion feature was recorded as a discount to be amortized over the life of the loan as interest expense.

In March, 2008, $500,000 notes were converted into common stocks. The remaining discount of 100,000 is being amortized over the life of the notes using the effective interest method. The amortized amount for the year ended December 31, 2008 is $30,639. A summary of these convertible notes is as follows.

Gross proceeds from the notes	$	600,000
Less: convertible notes converted		(500,000	)
Less: discount on the warrants		(37,483	)
Less: beneficial conversion feature of the notes		(62,517	)
Add: amortization of discounts		30,639

Carried amount of notes as of December 31, 2008	$	69,361

8. Equity

In October 2008, Sino established the 2008 Stock Incentive Plan (“2008 Plan”), which authorized the issuance of 4,000,000 shares of common stock to certain employees and consultants of the Company. The 2008 Plan includes awards of shares of common stock and options for shares of the Company’s common stock. Most of the stock options vest and become exercisable immediately and have a contractual life of two years. As of December 31, 2008, 2,250,000 options or shares were available for issuance under the 2008 Plan. Certain options under the Option Plans are intended to qualify as incentive stock options pursuant to Section 422A of the Internal Revenue Code. Sino issues new shares of common stock to satisfy the issuance of shares under this stock-based compensation plan.

Stock Options

The following table summarizes the stock option activity under the 2008 Plan:

					Weighted
	Outstanding and			Weighted	Average
	Exercisable			Average	Remaining
	Options			Exercise Price	Contractual Life
Balance, December 31, 2006	700,000		$	0.27	-
Options granted	1,350,000			0.25	1 year
Options expired	(200,000	)		0.25	-

Balance, December 31, 2007	1,850,000			0.26	1 year
Options cancelled and expired	(700,000	)		0.27	-

Balance, December 31, 2008	1,150,000		$	0.25	1 year

During 2006, Sino issued 1,650,000 options. These options were issued where the exercise price was not yet determined. According to SFAS 123(R), where the award's terms call for the exercise price to be set equal to the share price one year hence, the recipient does not begin to benefit from, or be adversely affected by, changes in the price of the employer's equity shares until then. Therefore, the grant date would not occur until one year hence. Accordingly, the agreement stated that the exercise price will be determined after the filing of the S-8 employee stock option plan and equal the opening price of the common stock on its first trading day after the plan becomes effective. As such, the expense was recorded in 2008 once the S-8 became effective in October 2008. As of December 31, 2008, these options have all expired.

The balance of outstanding and exercisable common stock options as at December 31, 2008 is as follows:

Number of Options			Remaining
Outstanding and			Contractual Life
Exercisable		Exercise Price	(Years)
100,000	$	0.25	0.01
50,000		0.27	0.16
900,000		0.25	1.16

1,050,000

The fair value of stock options granted using the Black-Scholes option pricing model was calculated using the following weighted average assumptions:

	Years Ended December 31,
	2008		2007
Risk free interest rate	-		4.9%
Expected volatility	-		161%
Expected term of stock option in years	-		1 year
Expected dividend yield	-		0%
Weighted average value per option	-	$	0.25

Expected volatility is based on historical volatility. Because trading tends to be thin, in relation to the total shares outstanding, average weekly stock prices were used to calculate volatility. Management believes that the annualized weekly average of volatility is the best measure of expected volatility.

U.S. Treasury constant maturity rates were utilized with maturities most closely approximating the expected term of the option.

The expected term of the options was calculated using the alternative simplified method permitted by SAB 107, which defines the expected life as the average of the contractual term of the options and the weighted average vesting period for all option tranches.

For the year ended December 31, 2008, there were no stock options granted. During the fiscal year ended December 31, 2007, 1,350,000 stock options were granted to officers and employees at an exercise price of $0.25 and $0.27 with a two or three year terms expiring between January 1, 2009 and March 1, 2010. Based on the Black-Scholes option pricing model, $367,838 of stock based compensation was recognized and included in the statement of operations and in the statements of Stockholders’ Deficiency.

Warrants

A summary of the change in common stock purchase warrants for the years ended December 31, 2008 and 2007 is as follows:

			Weighted	Weighted Average
	Outstanding		Average	Remaining
	Warrants		Exercise Price	Contractual Life
Balance, December 31, 2006	0	$	-	-
Warrants issued	12,571,428		0.22	1 year
Warrants exercised	0		-
Warrants expired	0		-

Balance, December 31, 2007	12,571,428		0.22	1 year
Warrants issued	2,356,844		0.31
Warrants exercised	-		-
Warrants expired	-		-
Balance, December 31, 2008	14,928,272	$	0.24	1 year

Private Placement

On April 24 and June 2, 2008, Sino sold 2,356,844 common shares to investors for $730,622.

Common Stock Issuances

Sino issues shares of common stock for services received by certain vendors and consultants.

The following table summarizes common stock issuances and retirements as of December 31, 2008:

				Common Stock
	Number of Shares			Amount

Balance as of December 31, ,2007	16,481,400		$	16,481

Shares issued for cash:
Private placement at $0.35 per share	142,587			143
Private placement at $0.31 per share	2,356,844			2,357
Total shares issued for cash	2,499,431			2,500

Shares issued for Convertible Notes at $0.05, March 2008	10,000,000			10,000
Shares issued for interest on Convertible notes, March 2008	123,690			124
Shares issued for deposit on fiber optic network	5,000,000			5,000
Shares cancelled	(3,087,361	)		(3,087	)
Shares issued for stock based compensation, May 2008	2,976,000			2,976
Shares issued for stock based compensation, October 2008	600,000			600
Shares issued for consulting fees:
Shares issued at $0.135, July 2008	300,000			300
Shares issued at $0.40, August 2008	25,000			25
Shares issued at $0.40, September 2008	80,000			80
Shares issued at $0.078, October 2008	127,500			127
Total shares issued for consulting fees	982,500			982

Balance as of December 31, 2008	35,125,660		$	35,126

In May 2008, Sino cancelled 3,087,361 shares per board minutes. The Shares were retired back into the Company treasury.

On March 28, 2006, Sino sold 1,380,000 common shares at $0.25 per share for $334,980.

During 2005 and 2004, Sino sold 11,300 and 100,100 common shares, respectively, at $0.10 per share for cash of $1,130 and $10,100.

In December 2005, 1,040,000 shares were sold for $260,000. The cash was collected March 2006.

In September 2004, Sino established a stock option plan for issuance of up to 2,000,000 common shares.

During September 2004, Sino issued 5,000 common shares for services valued at $0.10 per share to a consultant related to website development and maintenance.

During 2004, Sino sold 1,100,000 common shares for $20,000 with a private company whose president became a former director.

During August 2004, Sino issued 100,000 common shares at $0.01 per share for consulting services.

During June 2003, Sino issued 2,000,000 common shares at $0.001 per share to a consultant in settlement of consulting fees of $2,000.

During 2004, 2003, 2002 and prior years, management fees and related expenses of $4,660, $3,859 and $4,610, respectively, were charged to operations pursuant to an executive services agreement with the former president. Sino issued 416,000 at $0.01 and 5,000 at $0.10 per share for 2004, and 3,859,000 and 4,610,000 at $0.001 per share during 2003, and 2002, respectively, for these charges.

During July 2002, 500,000 shares were issued at $0.001 per share to settle debt.

On August 21, 1999, Sino purchased a license to market and distribute an oxygen enriched water product called Biocatalyst in British Columbia, Canada for 2,000,000 common shares with a fair value of $2,000.

During August 1999, Sino issued 1,250,000 common shares at inception and valued at $0.001 per share to each of two individuals in payment of organizational expenses.

9. Commitments

In June 2008, Sino signed a month to month lease agreement for its shared service office in New York at a monthly rental of $325.

In May 2008, Sino entered into an agreement with consultant for services performed at a monthly compensation of $5,000 for 24 months.

In May 2008, Sino entered into an agreement with Shenzhen Unionpay EPS Financial Service Co. Ltd. to develop online ecommerce in China.

On April 29, 2008, Sino Fibre entered into an agreement to receive capital raising and financial advisory services free of charge.

In April 2008, Sino signed a month to month lease agreement for its shared service office space in Hong Kong at a monthly rental of $231.

In March 2008, Sino committed to set up two separate business units to pursuit business development projects with Sino-Con/SCRC and joint venture with CAMSE.

10. Subsequent Events

a) . On January 29, 2009, The company entered into a memorandum of understanding with P2P Cash, Inc. The parties agreed to jointly explore the business opportunity for integrating the P2P Cash mobile commerce features into an advanced international barter trading platform to be used by Sino fibre’s joint venture, China Business Online Company Ltd.

b. On February 19, 2009 the Company entered into a memorandum of understanding with Taiwan Barter Exchange Company Limited ("TBE"), in a joint cooperation to develop and barter trade with Sino Fibre's joint venture, China Business Online Company Ltd. TBE will act as a barter trade marketing arm for the JV company and serve as a gateway to process the barter trade transactions between China and Taiwan.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

In 2007, our Board of Directors appointed Malone & Bailey PC to replace Weinberg & Co. as our independent accountants to better serve our China operations. Malone & Bailey remain as our independent accountants.

ITEM 9A. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed by the Company in reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer/Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As of the end of the period covered by this report, and under the supervision and with the participation of management, including its Chief Executive Officer/Chief Financial Officer, who is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, such persons conducted an evaluation of the effectiveness of the design and operation of these disclosure controls and procedures. Based on this evaluation and subject to the foregoing, the Company's Chief Executive Officer/Chief Financial Officer concluded that these controls are not effective because there are material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over reporting such that there is a reasonable possibility that that a material misstatement of Sino Fibre's annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates to the monitoring and review of work preformed by Sino Fibre's Chief Executive Officer/Chief Financial Officer in the preparation of audit and financial statements, footnotes and financial data provided to Sino Fibre's registered public accounting firm in connection with the annual audit. All of Sino Fibre's accounting functions including financial reporting are carried out and reviewed by our Chief Executive Officer/Chief Financial Officer and Sino does not have a separate audit committee at this time. The lack of accounting staff results in a lack of segregation of duties and technical accounting experience necessary for an effective internal control system.

Sino Fibre recognizes the importance of internal controls. As Sino Fibre is currently a development stage company with limited ongoing financial operations, management is making an effort to mitigate this material weakness to the fullest extent possible. At present this is done by having the Chief Executive Officer review Sino Fibre's financial statements, account reconciliations and accounts payable reports that have been prepared by financial consultant for reasonableness. All unexpected results are investigated. At any time, if it appears that any control can be implemented to continue to mitigate such weakness, it will be immediately implemented. As Sino Fibre grows in size and as its finances allow, management will hire sufficient accounting staff and implement appropriate procedures for monitoring and review of work performed by our financial consultant.

Management's Annual Report on Internal Control over Financial Reporting

Section 404 of the Sarbanes-Oxley Act of 2002 requires that management document and test the Company's internal control over financial reporting and include in this Annual Report on Form 10-KSB a report on management's assessment of the effectiveness of our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended. Under the supervision and with the participation of our management, including our Chief Executive Officer/Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management certifies that this report is complete, that this report complies with all relevant regulatory requirements, and that our internal control over financial reporting is not effective, as of December 31, 2008.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

Changes in Internal Controls

During the year ended December 31, 2008, there have not been any changes in the Company's internal controls that have materially affected or are reasonably likely to materially affect, the Company's internal control over financial reporting. However, please note the discussion above.

ITEM 9B. OTHER INFORMATION

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Daniel McKinney was appointed our President and Chief Executive Officer on April 23, 2008 upon the resignation of Ben Yan.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.

The names, addresses, ages and positions of our present officers and directors is set forth below:

Name and Address	Age	Position Held

Daniel McKinney	47	President and Chief Executive Officer, with effect from April 23, 2008
B-2-23 Mar Vista Resort
#1 Batu Ferringhi, Penang 11100
Malaysia

Samuel Chan	60	Secretary, Treasurer, and member of the board of directors
1900 Pepper Street
Alhambra, CA 91801

Shawnee Merten	59	Member of the board of directors
7071 Warner Avenue, F-130
Huntington Beach, CA 92647

Dan Bouillet	56	Chief Technology Strategist
P.O. Box 75210
White Rock, B.C.
Canada V4B 5L4

The persons named above are have held their offices/positions since inception of the Company, except for Shawnee Merten who was appointed a director on October 30, 2007 and Dan Bouillet who was appointed Chief Technology Strategist in January 2006. They are expected to hold their offices/positions until the next annual meeting of our stockholders.

Background of Officers and Directors

The backgrounds and experience of our directors, executive officers and other significant employees are as follows:

Daniel McKinney

President and Chief Executive Officer

Since January 2006, Daniel McKinney has been a member of board of directors. Prior to joining us, Mr. McKinney founded Asia Properties, Inc. in August 1999. From March 1981 until August 1999, Mr. McKinney established McKinney International, a Hong Kong based company engaged in cutting gemstones and supplying world markets. From January 1982 to 1984, he founded the Hong Kong Gem & Jewelry show. From April 1984 to 1987, he worked to establish Wynmere Ltd., Thailand, a direct selling jewelry company with its manufacturing in Bangkok and gemstone sourcing in Hong Kong. In 1989, he established Coldway Ltd., an investment banking firm. In 1994, Mr. McKinney founded Cement Services, Ltd., a construction company, based in Bangkok. In April 1998, he founded Asia Properties, Inc. a Bangkok based public real estate company. From 1999 to 2001, Mr. McKinney served as a board member of Sunflower (USA) Ltd., a public company with a large industrial facility in China manufacturing copper pipes. From August 2004 to January 2006, Mr. McKinney served as a director of Savoy Resources Corp, a publicly traded mining company. Mr. McKinney graduated from Hong Kong International School in 1979 and studied Chemistry and Biology at Houston Baptist University from 1979 to 1981. Mr. McKinney speaks Cantonese, Thai, and some Portuguese.

Samuel Chan

Secretary, Treasurer and Director

Since January 2006, Samuel Chan has been our secretary, treasurer and a member of our board of directors. Since May 2005, Mr. Chan has served as CEO of American Unicheer Group, an information technology start-up company focusing on smart card technology which is used for online financial and secured authentication. In 1995 Mr. Chan co-founded Trade Easy, now a publicly traded company in Hong Kong which engages in the business of providing trade services for Hong Kong and Chinese manufacturers both online and offline.

Shawnee Merten Director

Since October 2007, Shawnee Merten has been a member of our board of directors. Since April 1988, Mr. Merten has operated his own company, Event Booking & Services, an event consulting and management company, located in Huntington Beach, California. Mr. Merten works with various companies, events and organizations to help them get their business started, re-organize some portion of their business or oversee the operation of the business for a specified period of time.

Dan Bouillet

Chief Technology Strategist

In the last 12 years of his 35 year career in telecommunications, Dan Bouillet has provided independent consulting services for business development, project management and network deployment to national and regional telecommunications entities throughout North America. Mr. Bouillet founded and operated a successful private consulting company. After a brief but favorable period, he merged in a start-up venture with several other associates, and formed GT Group Telecom Inc. in 1996, which rapidly evolved into a regulated national telecom service provider, publicly trading on the TSX and NASDAQ exchanges. Mr. Bouillet was directly responsible for the deployment, operations and acquisitions of the network and all corporate facilities. Group Telecom has since been acquired by Bell Canada. Until his appointment at Sino Fibre, Dan continued to offer his consulting and business development services to national and regional telecom providers and several corporate entities.

Conflicts of Interest

There are no potential conflicts of interest.

Involvement in Certain Legal Proceedings

Other than as described in this section, to our knowledge, during the past five years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two yeas before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Audit Committee and Charter

We do not have a separately designated audit committee of the board. Audit committee functions are performed by our board of directors. Except for Samuel Chan who acts as our Secretary and Treasurer, all of our directors are deemed independent as they do not hold positions as officers of our Company. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee.

Audit Committee Financial Expert

None of our directors or officers have the qualifications or experience to be considered a financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our limited operations, we believe the services of a financial expert are not warranted.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics is attached hereto.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of the code of ethics is attached hereto.

Section 16(a) of the Securities Exchange Act of 1934

As of the date of this report, we are not subject to section 16(a) of the Securities Exchange Act of 1934.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by us for the last three fiscal years ending December 31. for each of our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.

Executive Officer Compensation Table

						Non-	Nonqualified
						Equity	Deferred	All
Name						Incentive	Compensa-	Other
And				Stock	Option	Plan	tion	Compen-
Principal		Salary	Bonus	Awards	Awards	Compensation	Earnings	sation	Total
Position	Year	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Daniel McKinney	2008	96,000	0	381,000	0	0	0	0	477,000
President & Chief
Executive Officer	2007	0	0	0	0	0	0	0	0
From April 23, 2008 to
present	2006	0	0	0	0	0	0	0	0

Ben Yan	2008	11,200	0	0	0	0	0	0	11,200
President & Chief
Executive Officer	2007	6,000*	0	0	0	0	0	0	6,000
From November 1, 2007
to April 22, 2008	2006	0	0	0	0	0	0	0	0

Matthew Mecke	2008	0	0	0	0	0	0	0	0
President & Chief
Executive Officer	2007	95,000	0	0	0	0	0	0	95,000

Until November 1, 2007	2006	114,000	0	0	0	0	0	0	114,000

* Mr. Ben Yan also received consulting fees of $30,000 for the period from January 1 to October 31, 2007.

(1) Daniel McKinney was appointed as President and Chief Executive Officer on April 23, 2008.

(2) Ben Yan was President and Chief Executive Officer from November 1, 2007 to April 22, 2008.

(3) Glenn Henricksen resigned as Chief Financial Officer on December 14, 2007.

(4) Matthew Mecke resigned as President and Chief Executive Officer on October 30, 2007.

Compensation of Directors

The members of our board of directors are not compensated for their services as directors. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts.

Director's Compensation Table

		Fees
		Earned				Nonqualified
		or			Non-Equity	Deferred
		Paid in	Stock	Option	Incentive Plan	Compensation	All Other
		Cash	Awards	Awards	Compensation	Earnings	Compensation	Total
Name	Year	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)

Daniel McKinney	2008	96,000	381,000	0	0	0	0	477,000
	2007	0	0	0	0	0	0	0

Samuel Chan	2008	0	180,000	0	0	0	0	180,000
	2007	0	0	0	0	0	0	0

Shawnee Merten	2008	0	72,000	0	0	0	0	72,000
	2007	0	0	0	0	0	0	0

Option/SAR Issuance

In October 2008, Sino established its 2008 Stock Incentive Plan (“2008 Plan”), which authorized the issuance of 4,000,000 shares of common stock to certain employees and consultants of the Company. The 2008 Plan includes awards of shares of common stock and options for shares of the Company’s common stock. Most of the stock options vest and become exercisable immediately and have a contractual life of ten years. As of December 31, 2008, 2,350,000 options were available for issuance under the 2008 Plan. Certain options under the Option Plans are intended to qualify as incentive stock options pursuant to Section 422A of the Internal Revenue Code. Sino issues new shares of common stock to satisfy the issuance of shares under this stock-based compensation plan.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in our public offering. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

	As of December 31, 2008

Name and Address of Beneficial Owner	Shares(1)	Percent


Named Executive Officers and Directors

Samuel Chan	500,000	1.4%
1900 Pepper Street
Alhambra, CA 91801

Daniel McKinney	1,800,000	5.1%
B-2-23 Mar Vista Resort
#1 Batu Ferringhi, Penang 11100
Malaysia

Shawnee Merten	200,000	0.6%
7071 Warner Avenue, F-130
Huntington Beach, CA 92647

	2,500,000	7.1%
Directors and Executive Officers as a Group (Four Persons)

Beneficial Owners of in Excess of 5% (other than Named Executive Officers and Directors)

Cede & Co	9,691,367	27.7%
55 Water Street FRNT 3
NY10041

Alan Dubreuil	1,822,191	5.2%
7 Edgepark Way
Calgary, AB T3A 4G4

Wan Ning Lai	2,024,657	5.8%
6818 Linden Avenue
Burnaby, BC V5E 3G4

[1] The persons named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his/its direct and indirect stock holdings.

Changes in Control

There are no arrangements which may result in a change of control of Sino Fibre Communications, Inc. There are no known persons that may assume control of us after the offering.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, and DIRECTOR INDEPENDENCE

Related Party Transactions

a)	As of December 2008, the Company owes $165,993 to related parties.

b)	During the year ended December 31, 2008, the Company paid a total of $107,200 as salary to the Company's CEO. As of December 31, 2008, the Company owed the CEO and former CEO in the amount of $464,705 as expense reimbursements and unpaid salary.

c)	As of December 31, 2008, the Company owed the former CFO in the amount of $29,375 as unpaid salary. This amount was settled on March 13, 2009 by the issuance of 117,500 shares.

d)	As of December 31, 2008, the Company owed one of its directors in the amount of $8,550 as expense reimbursements.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

(1) Audit Fees

The aggregate fees for each of the last two years for professional services rendered by the principal accountant for our audits of annual financial statements and reviews of financial statements included in our Form 10-KSB and Form 10-QSBs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those years was:

2008	80,040		2007	$	25,325		Malone & Bailey PC
2008	21,309		2007	$	49,486		Weinberg & Company

(2) Audit-Related Fees

The aggregate fees for each of the last two years for assurance and related services rendered by the principal accountants that are reasonably related to the performance of the audits or reviews of our financial statements and are not reported in the preceding paragraph:

2008	$	0			Malone & Bailey PC and Weinberg & Company
2007	$	0			Weinberg & Company

(3) Tax Fees

The aggregate fees for each of the last two years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

2008	$	0			Malone & Bailey PC and Weinberg & Company
2007	$	0			Malone & Bailey PC and Weinberg & Company

(4) All Other Fees

The aggregate fees for each of the last two years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

2007	$	0			Malone & Bailey PC and Weinberg & Company
2006	$	0			Weinberg & Company

(5) Our audit committee's pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6) The percentage of hours expended on the principal accountant's engagement to audit our 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 was 0%.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES and Reports on form 8-K

The following Exhibits are incorporated herein by reference from the Registrant's Form SB-2 Registration Statement filed with the Securities and Exchange Commission, SEC file #333-138561 on November 11, 2006. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:

Exhibit No.	Document Description
3.1	Articles of Incorporation(1)
3.2	Bylaws(1)
4.1	Specimen Stock Certificate(1)
5.1	Opinion of Conrad C. Lysiak, Attorney at Law(1)
10.1	Memorandum of understanding with Sino-Con Telecomm Group., Ltd.(1)
10.2	Memorandum of understanding with Trans Pacific Telecom Inc.(1)
10.3	Consulting Agreement with Daniel Bouillet(1)
10.4	Consulting Agreement with Ye Lian Zhei(1)

10.5	Consulting Agreement with Eric Fore(1)
10.6	Consulting Agreement with Glenn Henricksen(1)
10.7	Form of the subscription agreement for the convertible notes (including the form of convertible note certificate and the form of warrant certificate) (3)
10.8	Co-operation agreement with China Association of Small and Medium Enterprises (4)
14.1	Code of Ethics(2)
21.1	Subsidiaries of the Company: None
23.1	Consent of Weinberg & Company, P.A.(1)
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended (5)
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended (5)
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (5)
99.1	Audit Committee Charter(2)
99.2	Disclosure Committee Charter(2)

(1)	Incorporated herein by reference from the Registrant's Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on November 11, 2006.

(2)	Incorporated herein by reference from the Registrant's Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on June 29, 2007.

(3)	Incorporated herein by reference from the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2007.

(4)	Incorporated herein by reference from the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 7, 2008.

(5)	Filed herewith.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SINO FIBRE COMMUNICATIONS, INC.

By: /s/ Daniel McKinney
Daniel McKinney
President and Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Samuel Chan
       Samuel Chan
       Director
       Date:April 15, 2009

By: /s/ Shawnee Merten
       Shawnee Merten
       Director
       Date: April 15, 2009

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Sino Fibre Communications 10-K2008 FY Annual report

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