SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):June 4, 2010
SINO PAYMENTS, INC.
(Exact name of registrant as specified in its charter)
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Nevada | 000-53537 | 26-3767331 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of Incorporation) | | Identification Number) |
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Unit T25, GF Bangkok Bank Building
18 Bonham Strand West Sheung Wan, Hong Kong | |
| (Address of principal executive offices) | |
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Office: 1.877.205.6270 x801 | |
| (Registrant’s Telephone Number) | |
(Former name or former address, if changed since last report)
Copy of all Communications to:
Carrillo Huettel, LLP
3033 Fifth Avenue, Suite 201
San Diego, CA 92103
phone: 619.399.3090
fax: 619.399.0120
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 4, 2010, Sino Payments, Inc., a Nevada corporation, (the "Company") entered into a Line of Credit Note (the "Note") with Moon Gate Limited. Under the terms of the Note, the Company may borrow, from time to time, up to the maximum principal amount of the Note, which is $150,000, for general working capital. The minimum advance under the Note is $1,000 and the interest rate of the Note is 8%. The Note contains customary events of default, including, among others, non-payment of principal and interest and in the event the Company is involved in certain insolvency proceedings. In the event of a default, all of the obligations of the Company under the Note may be declared immediately due and payable. The Note is unsecured and all borrowings plus interest are due on demand.
The above description of the Note is intended as a summary only and is qualified in its entirety by the terms and conditions set forth therein, a copy of the Note is filed as an exhibit to this Current Report on Form 8-K (the "Current Report").
ITEM 2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by this reference.
ITEM 3.02
UNREGISTERED SALES OF EQUITY SECURITIES
The convertible securities issued pursuant to the Note have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent the registration or an applicable exemption from the registration requirements of the Securities Act. The transaction contemplated by the Note is exempt from the registration requirements of the Securities Act, pursuant to Section 4(2) and/or Regulation D thereunder.
This Current Report shall not constitute an offer to sell, the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.
ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.
(d)Exhibits.
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EXHIBIT | | | | |
NUMBER | | | | DESCRIPTION |
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| 99.1 | | | — | | Line of Credit Note dated June 4, 2010. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: June 4, 2010
SINO PAYMENTS, INC.
By:/s/: Matthew Mecke
Matthew Mecke, CEO
