<!doctype html public "-//IETF//DTD HTML//EN">
<HTML>
<HEAD>
<TITLE>S-8</TITLE>
<META NAME="author" CONTENT="Wade Huettel">
<META NAME="date" CONTENT="08/03/2009">
</HEAD>
<BODY style="line-height:12pt; font-family:Times New Roman; font-size:10pt; color:#000000">
<DIV style="width:720px"><P style="margin:0px" align=center><B>UNITED STATES</B></P>
<P style="margin:0px" align=center><B>SECURITIES AND EXCHANGE COMMISSION</B></P>
<P style="margin:0px" align=center><B>Washington, D.C.&nbsp;&nbsp;20549</B></P>
<P style="margin:0px">&nbsp;</P>
<P style="margin:0px" align=center><B>FORM S-8</B></P>
<P style="margin:0px">&nbsp;</P>
<P style="margin:0px" align=center><B>REGISTRATION STATEMENT UNDER</B></P>
<P style="margin:0px" align=center><B>THE SECURITIES ACT OF 1933</B></P>
<P style="margin:0px" align=center><BR></P>
<P style="margin:0px" align=center><B>SINO PAYMENTS, INC.</B></P>
<P style="margin:0px" align=center>(f.k.a. China Soaring, Inc.)</P>
<P style="margin:0px" align=center>(Exact name of registrant as specified in its charter)</P>
<P style="margin:0px" align=center>&nbsp;</P>
<TABLE style="font-size:10pt" cellspacing=0 align=center><TR height=0 style="font-size:0"><TD width=175.267></TD><TD width=273.533></TD><TD width=141.6></TD></TR>
<TR><TD valign=top width=175.267><P style="margin:0px" align=center><B>Nevada</B></P>
</TD><TD valign=top width=273.533><P style="margin:0px" align=center><B>333-147493</B></P>
</TD><TD valign=top width=141.6><P style="margin:0px" align=center><B>26-3767331</B></P>
</TD></TR>
<TR><TD valign=top width=175.267><P style="margin:0px" align=center>(State or other jurisdiction </P>
</TD><TD valign=top width=273.533><P style="margin:0px" align=center>(Commission File Number)</P>
</TD><TD valign=top width=141.6><P style="margin:0px" align=center>(IRS Employer </P>
</TD></TR>
<TR><TD valign=top width=175.267><P style="margin:0px" align=center>of Incorporation) </P>
</TD><TD valign=top width=273.533><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=141.6><P style="margin:0px" align=center>Identification Number) </P>
</TD></TR>
</TABLE>
<P style="margin:0px"><BR></P>
<P style="margin:0px" align=center><B>Unit T25, GF Bangkok Bank Building</B></P>
<P style="margin:0px" align=center><B>18 Bonham Strand West</B></P>
<P style="margin:0px" align=center><B>Sheung Wan, Hong Kong</B></P>
<P style="margin:0px" align=center>(Address of principal executive offices)</P>
<P style="margin:0px" align=center><BR></P>
<P style="margin:0px" align=center><B>(852) 2544-0733</B></P>
<P style="margin:0px" align=center>(Registrant&#146;s Telephone Number)</P>
<P style="margin:0px" align=center>&nbsp;</P>
<P style="margin:0px; text-indent:48px" align=justify>Indicate by check mark whether the&nbsp;registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.&nbsp;&nbsp;See the definitions of &#147;large accelerated filer,&#148; &#147;accelerated filer&#148; and &#147;smaller reporting company&#148; in Rule 12b-2 of the Exchange Act.</P>
<P style="margin:0px"><BR></P>
<TABLE style="font-size:10pt" cellspacing=0 align=center><TR height=0 style="font-size:0"><TD width=247.733></TD><TD width=210.667></TD></TR>
<TR><TD valign=top width=247.733><P style="margin-top:0px; margin-bottom:-16px">Large accelerated filer&nbsp;</P>
<P style="line-height:normal; margin:0px; text-indent:192px; font-size:6pt"><FONT style="margin-top:1.333px; margin-bottom:1.333px; padding-top:0px; padding-bottom:0px; border:1px solid #000000">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT style="font-size:12pt; color:#FFFFFF">.</FONT></P>
</TD><TD valign=top width=210.667><P style="margin-top:0px; margin-bottom:-16px">Accelerated filer&nbsp;</P>
<P style="margin-top:0px; margin-bottom:-16px; text-indent:144px">&nbsp;&nbsp;</P>
<P style="line-height:normal; margin:0px; text-indent:192px; font-size:6pt"><FONT style="margin-top:1.333px; margin-bottom:1.333px; padding-top:0px; padding-bottom:0px; border:1px solid #000000">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT style="font-size:12pt; color:#FFFFFF">.</FONT><FONT style="font-size:10pt">&nbsp;</FONT></P>
</TD></TR>
<TR><TD valign=top width=247.733><P style="margin-top:0px; margin-bottom:-16px">Non-accelerated filer&nbsp;</P>
<P style="line-height:normal; margin:0px; text-indent:192px; font-size:6pt"><FONT style="margin-top:1.333px; margin-bottom:1.333px; padding-top:0px; padding-bottom:0px; border:1px solid #000000">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT style="font-size:12pt; color:#FFFFFF">.</FONT></P>
<P style="margin:0px">(Do not check if a smaller reporting company)</P>
</TD><TD valign=top width=210.667><P style="margin-top:0px; margin-bottom:-16px">Smaller reporting company&nbsp; </P>
<P style="line-height:normal; margin:0px; text-indent:192px; font-size:6pt"><FONT style="margin-top:1.333px; margin-bottom:1.333px; padding-top:0px; padding-bottom:0px; border:1px solid #000000">&nbsp;X </FONT><FONT style="font-size:12pt; color:#FFFFFF">.</FONT></P>
</TD></TR>
</TABLE>
<P style="margin:0px" align=center><BR></P>
<P style="margin:0px" align=center><BR>
<BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always" align=center><B>CALCULATION OF REGISTRATION FEE</B></P>
<P style="margin:0px">&nbsp;</P>
<TABLE style="font-size:10pt" cellspacing=0><TR height=0 style="font-size:0"><TD width=169.467></TD><TD width=145.733></TD><TD width=145.6></TD><TD width=145.733></TD><TD width=145.467></TD></TR>
<TR><TD style="border-left:3px double #000000; border-top:3px double #000000; border-bottom:1px solid #000000" valign=bottom width=169.467><P style="margin:0px" align=center>Title of Securities to be Registered</P>
</TD><TD style="border-left:1px solid #000000; border-top:3px double #000000; border-bottom:1px solid #000000" valign=bottom width=145.733><P style="margin:0px" align=center>Amount to be Registered</P>
<P style="margin:0px" align=center>(1)</P>
</TD><TD style="border-left:1px solid #000000; border-top:3px double #000000; border-bottom:1px solid #000000" valign=bottom width=145.6><P style="margin:0px" align=center>Proposed Maximum Offering Price Per Share</P>
<P style="margin:0px" align=center>(3)</P>
</TD><TD style="border-left:1px solid #000000; border-top:3px double #000000; border-bottom:1px solid #000000" valign=bottom width=145.733><P style="margin:0px" align=center>Proposed Maximum Aggregate Offering Price</P>
<P style="margin:0px" align=center>(3)</P>
</TD><TD style="border-left:1px solid #000000; border-top:3px double #000000; border-right:3px double #000000; border-bottom:1px solid #000000" valign=bottom width=145.467><P style="margin:0px" align=center>Amount of Registration Fee</P>
</TD></TR>
<TR><TD style="border-left:3px double #000000; border-bottom:1px solid #000000" valign=top width=169.467><P style="margin:0px">Common Stock, $0.001 par value per share</P>
</TD><TD style="border-left:1px solid #000000; border-bottom:1px solid #000000" valign=top width=145.733><P style="margin:0px" align=center><BR></P>
<P style="margin:0px" align=center>10,000,000 </P>
</TD><TD style="border-left:1px solid #000000; border-bottom:1px solid #000000" valign=top width=145.6><P style="margin:0px" align=center><BR></P>
<P style="margin:0px" align=center>$0.06</P>
</TD><TD style="border-left:1px solid #000000; border-bottom:1px solid #000000" valign=top width=145.733><P style="margin:0px" align=center><BR></P>
<P style="margin:0px" align=center>$ 600,000</P>
</TD><TD style="border-left:1px solid #000000; border-right:3px double #000000; border-bottom:1px solid #000000" valign=top width=145.467><P style="margin:0px" align=center><BR></P>
<P style="margin:0px" align=center>$39.06</P>
</TD></TR>
</TABLE>
<P style="margin:0px">&nbsp;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-48px" align=justify>(1)</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px" align=justify>This Registration Statement also covers such indeterminate number of shares of common stock as </P>
<P style="margin:0px; padding-left:48px; text-indent:528px" align=justify>may be issuable from time to time in respect of stock splits, stock dividends and similar transactions as contemplated by Rule 416 under the Securities Act of 1933, as amended, and the anti-dilution provisions of the Registrant&#146;s 2009 Stock Incentive Plan.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-48px" align=justify>(2)</P>
<P style="margin:0px; padding-left:48px" align=justify>Pursuant to Rule 457 of the Securities Act of 1933, as amended, the proposed maximum offering price per share is estimated solely for the purpose of computing the registration fee and is based on the average of the high and low sale prices of the common stock as reported on the Over-the-Counter Bulletin Board (the &#147;OTCBB&#148;). On July 30, 2009, the average of the high and low sales prices of the common stock, as reported on the OTCBB, was $0.07.</P>
<P style="margin:0px" align=center><BR>
<BR></P>
<P style="margin:0px" align=center>2</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always" align=center><B><U>EXPLANATORY NOTE</U></B></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>This Registration Statement for Sino Payments, Inc., a Nevada corporation. (the &#147;Company&#148;) contains two parts. The first part contains a re-offer prospectus prepared in accordance with the requirements of Part I of Form S-3 (in accordance with the General Instruction C to Form S-8) which covers reoffers and resales of &#147;control securities&#148; (as such term is defined in General Instruction C to Form S-8) of the Company. The reoffer prospectus relates to up to 1,210,400 shares of Common Stock that have been issued to: (i) Mr. Matthew Mecke, Mr. Paul Manning and Mr. Anthony Robinson in connection with their current affiliation with the Company as the Company&#146;s, Director, Chief Executive Officer, President, Treasurer and Secretary and as members of the Board of Director, respectively. The Company has awarded (i) Mr. Mecke 800,000 shares of common stock representing the conversion of of $32,000 of total accrued compensation converted at a rate of $0.04 per share and Mr. Robinson 205,200 shares of common stock representing the conversion of of $8,208 of total accrued compensation converted at a rate of $0.04 per share each.</P>
<P style="margin:0px" align=justify><BR></P>
<A NAME="FIS_PART_I"></A><P style="margin:0px" align=center><B>PART I </B></P>
<P style="margin:0px"><BR></P>
<A NAME="FIS_PLAN_INFORMATION"></A><P style="margin-top:0px; margin-bottom:-16px"><B>ITEM 1. </B></P>
<P style="margin:0px; text-indent:96px"><B>PLAN INFORMATION. </B></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The information required by Item 1 is included in documents sent or given to participants in the plan covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the &#147;Securities Act&#148;). Such documents are not being filed with the Securities and Exchange Commission, but constitute, along with the documents incorporated by reference into this Registration Statement, a prospectus that meets the requirements of Section&nbsp;10(a) of the Securities Act. </P>
<P style="margin:0px"><BR></P>
<A NAME="FIS_REGISTRANT_INFORMATION"></A><P style="margin-top:0px; margin-bottom:-16px"><B>ITEM 2. </B></P>
<P style="margin:0px; text-indent:96px"><B>REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. </B></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The Company will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item&nbsp;3 of Part&nbsp;II of this Registration Statement, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Those documents are incorporated by reference in the Section&nbsp;10(a) prospectus. Requests should be directed to Carrillo Huettel, LLP 501 W. Broadway Suite 800, San Diego, CA 92101, telephone (619) 399-3090. </P>
<P style="margin:0px"><BR>
<BR></P>
<P style="margin:0px" align=center>3</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always"><B>Note</B>: The re-offer prospectus referred to in the Explanatory Note follows this page. </P>
<A NAME="eolPage3"></A><P style="margin:0px" align=center><BR></P>
<P style="margin:0px" align=center><B>SINO PAYMENTS, INC.</B></P>
<P style="margin:0px" align=center><BR></P>
<P style="margin:0px" align=center><B>REOFFER PROSPECTUS</B></P>
<P style="margin:0px" align=center><BR></P>
<P style="margin:0px" align=center><B>10,000,000 Shares of Common Stock</B></P>
<P style="margin:0px" align=center><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>This Prospectus relates to shares (the &#147;Shares&#148;) of Common Stock, par value $0.001 per share (&#147;Common Stock&#148;), of Sino Payments, Inc., a Nevada corporation (the &#147;Company&#148;) which may be offered and sold from time to time by a certain shareholder of the Company (the &#147;Selling Shareholder&#148;) who has acquired such Shares pursuant to various Agreements with the Company. See &#147;Selling Shareholders.&#148;</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>We will not receive any of the proceeds from the sale of these shares by the Selling Shareholder. See &#147;Use of Proceeds.&#148; </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>We have agreed to pay the expenses in connection with the registration of these Shares. </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>Our Common Stock is listed on the Over-the-Counter Bulletin Board, also called the OTCBB, under the trading symbol &#147;SNPY.OB.&#148; The last reported trade price for our Common Stock on July 28, 2009, was $0.06 per share. </P>
<P style="margin:0px"><BR></P>
<A NAME="FIS_UNIDENTIFIED_TABLE_3"></A><P style="margin:0px; text-indent:48px" align=justify>INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE &#147;RISK FACTORS&#148; SECTION OF THIS PROSPECTUS FOR CERTAIN RISKS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY. </P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. </P>
<P style="margin:0px">&nbsp;</P>
<A NAME="eolPage5"></A><A NAME="FIS_PROSPECTUS_SUMMARY"></A><P style="margin:0px" align=center><BR>
<BR></P>
<P style="margin:0px" align=center>4</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always" align=center><B>PROSPECTUS SUMMARY </B></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>This summary highlights information contained elsewhere or incorporated by reference in this prospectus. Accordingly, it does not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the information under &#147;Risk Factors&#148; and the consolidated financial statements and the notes thereto included elsewhere in this prospectus before making an investment decision. Unless the context otherwise requires, references to &#147;we,&#148; &#147;us&#148; or &#147;our&#148; refer collectively to Sino Payments, Inc. </P>
<P style="margin:0px"><BR></P>
<P style="margin:0px" align=center><B>SINO PAYMENTS, INC.</B></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>We were incorporated in the State of Nevada on June 26, 2007. On November 26, 2008, China Soaring Inc. effected a name change to Sino Payments, Inc. Since inception, we incorporated the company, hired the attorney, and hired the auditor for the preparation of all quarterly and annual reports and we have made significant steps to develop and further our business plan, including creating our Global Processing Platform (&#147;SinoPay GPP&#148;) and establishing our website ww.sinopayments.com. Our central business is to provide credit and debit card processing services to retailers such as large department stores, regional supermarket chains, and other retailers with a presence in multiple markets in Asia to specifically include China.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>On August 1, 2008 we completed a public offering whereby we sold 4,860,000 shares of common stock to 50 investors raising $81,000.</P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify><FONT style="background-color:#FFFFFF">On May 27, 2009, we signed a Memorandum of Understanding with BCS Holdings, Inc., a California corporation (&#147;BCS&#148;) to cooperate in identifying and acquiring additional merchants in China and Asia. Sino Payments and BCS have undertaken to cooperate to develop a merchant sales and marketing program for Greater China and other in Asia by the end of 2009 on behalf of Sino Payments. BCS is a full service payment solutions provider for traditional and internet businesses, with strategic partnerships and alliances with Chase Paymentech, National Processing Company, First Data, Bank of America, Telecheck, Verifone, Discover Network, China UnionPay, JCB International Credit Card Co., Ltd. and United Commercial Bank.</FONT></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify><FONT style="background-color:#FFFFFF">On April 23, 2009 , we completed our Global Processing Platform (&#147;SinoPay GPP&#148;) and we are currently in the process of deploying this solution in Shanghai to provide IP credit and debit card processing services to its&#146; customers in China.&nbsp;This updated SinoPay GPP system will facilitate the processing of all credit card types (Visa/MC/AMEX/Diners/Discover/JCB) and will be integrated with China UnionPay to provide processing of UnionPay Debit cards in China. The SinoPay GPP can be deployed in any country to provide efficient IP processing of all credit card types and has been specifically designed for roll out around the region in Asia.</FONT></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify><FONT style="background-color:#FFFFFF">On April 29, 2009, we entered into a</FONT><FONT style="background-color:#FFFFFF"><B> </B></FONT><FONT style="background-color:#FFFFFF">Service Agreement with PowerE2E China, a Chinese corporation (&#147;PowerE2E&#148;) to provide credit and debit card processing services in China. The agreement is for card processing services for PowerE2E&#146;s clients as well as directly for PowerE2E transactions. The first project is for an ecommerce client site and PowerE2E and Sino Payments are working on additional joint business development opportunities to provide service to PowerE2E&#146;s existing customer base. The SinoPay GPP system is being deployed on site at PowerE2E&#146;s Headquarter location in Shanghai.</FONT></P>
<P style="margin:0px">&nbsp;</P>
<P style="margin:0px; text-indent:48px" align=justify>On June 4, 2009, the Company filed &#147;Form 10 Type Information&#148; on Form 8-K reflecting the fact that based on the foregoing and the current plan of operations that the Company, as of that date, ceased to be a &#147;shell company&#148; as that term is defined pursuant to Rule 405 of the Securities Act of 1933. </P>
<P style="margin:0px" align=center><BR></P>
<P style="margin:0px" align=center><B>OFFERING SUMMARY</B></P>
<P style="margin:0px" align=center>&nbsp;</P>
<TABLE style="font-size:10pt" cellspacing=0><TR height=0 style="font-size:0"><TD width=226.333></TD><TD width=508.067></TD></TR>
<TR><TD valign=top width=226.333><P style="margin:0px">Securities being offered by the selling shareholder </P>
</TD><TD valign=top width=508.067><P style="margin:0px">1,210,400 shares of our Common Stock. </P>
</TD></TR>
<TR><TD valign=top width=226.333><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=508.067><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD valign=top width=226.333><P style="margin:0px">Use of Proceeds </P>
</TD><TD valign=top width=508.067><P style="margin:0px">We will not receive any proceeds from the sales of the shares of Common Stock being offered by the selling shareholders. </P>
</TD></TR>
<TR><TD valign=top width=226.333><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=508.067><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD valign=top width=226.333><P style="margin:0px">Trading </P>
</TD><TD valign=top width=508.067><P style="margin:0px">Our Common Stock is listed on the OTCBB under the symbol &#147;SNPY.OB&#148;. </P>
</TD><A NAME="FIS_THE_OFFERING"></A><A NAME="FIS_UNIDENTIFIED_TABLE_4"></A><A NAME="FIS_RISK_FACTORS"></A><A NAME="eolPage6"></A></TR>
</TABLE>
<P style="margin:0px" align=center><BR></P>
<P style="margin:0px" align=center><BR>
<BR></P>
<P style="margin:0px" align=center>5</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always" align=center><B>RISK FACTORS</B></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify><I>You should carefully consider the risks described below before making an investment in us. The risks and uncertainties described below are not the only ones facing us, and there may be additional risks that we do not presently know of or that we presently consider immaterial. All of these risks may impair our business operations. If any of the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected. In such case, the trading price of our Class A Common Stock could decline, and you may lose all or part of your investment. </I></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px"><B>Risk Factors. </B></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>Investing in our common stock involves a high degree of risk. Prospective investors should carefully consider the risks described below, together with all of the other information included or referred to in this Form S-8, before purchasing shares of our common stock. There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. The risks described below are not the only risks we will face. If any of these risks actually occurs, our business, financial condition or results of operations may be materially adversely affected. In such case, the trading price of our common stock could decline and investors in our common stock could lose all or part of their investment. The risks and uncertainties described below are not exclusive and are intended to reflect the material risks that are specific to us , material risks related to our industry and material risks related to companies that undertake a public offering or seek to maintain a class of securities that is registered or traded on any exchange or over-the-counter market.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>There are numerous risks, known and unknown, that may prevent us from achieving our goals including, but not limited to, those described below. Additional unknown risks may also impair our financial performance and business operations. Our business, financial condition and/or results of operations may be materially adversely affected by the nature and impact of these risks. In such case, the market value of our securities could be detrimentally affected, and investors may lose part or all of their investment. Please refer to the information contained under the section entitled &#147;Description of the Business&#148; of this report for further details pertaining to our business and financial condition.</P>
<P style="margin:0px"><BR></P>
<P style="margin:0px"><B>Risks Relating to Our Business </B></P>
<P style="margin:0px">&nbsp;</P>
<P style="margin:0px" align=justify><B><I>Unauthorized disclosure of merchant and cardholder data, whether through breach of our computer systems or otherwise, could expose us to liability and protracted and costly litigation.</I></B> </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>Our computer systems could be subject to penetration by hackers and we may be subject to liability, including claims for unauthorized purchases with misappropriated bank card information, impersonation or other similar fraud claims. We could also be subject to liability for claims relating to misuse of personal information, such as unauthorized marketing purposes. </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px" align=justify><B><I>We are subject to the business cycles and credit risk of our merchants, which could negatively impact our financial results. </I></B></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>A recessionary economic environment could have a negative impact on our merchants, which could, in turn, negatively impact our financial results, particularly if the recessionary environment disproportionately affects some of the market segments that represent a larger portion of our bank card processing volume, like restaurants. If our merchants make fewer sales of their products and services, we will have fewer transactions to process, resulting in lower revenue. In addition, we have a certain amount of fixed and semi-fixed costs, including rent, processing contractual minimums and salaries, which could limit our ability to quickly adjust costs and respond to changes in our business and the economy.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px" align=justify><B><I>The payment processing industry is highly competitive and we compete with certain firms that are larger and that have greater financial resources.</I></B></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>Such competition could increase, which would adversely influence our prices to merchants, and as a result, our operating margins. The market for payment processing services is highly competitive. Other providers of payment processing services have established a sizable market share in the small- and medium-size merchant processing sector.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px" align=justify><B><I>We have potential liability for fraudulent bank card transactions initiated by merchants.</I></B> </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>Merchant fraud occurs when a merchant knowingly uses a stolen or counterfeit bank card or card number to record a false sales transaction, processes an invalid bank card or intentionally fails to deliver the merchandise or services sold in an otherwise valid transaction. We are working to establish systems and procedures designed to detect and reduce the impact of merchant fraud, but we cannot assure you that these measures are or will be effective. Failure to effectively manage risk and prevent fraud could increase our liability, such liability could have an adverse effect on our operating results and financial condition. </P>
<P style="margin:0px" align=justify><BR>
<BR></P>
<P style="margin:0px" align=center>6</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always" align=justify><B><I>Current or future bank card network rules and practices could adversely affect our business. </I></B></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The rules of the bank card networks are set by their boards, which may be strongly influenced by member banks, in some cases by the card issuers and some of those banks and issuers are our competitors with respect to these processing services. Many banks directly or indirectly sell processing services to merchants in direct competition with us. These banks could attempt, by virtue of their membership in the network, to alter the networks&#146; rules or policies to the detriment of non-members like us. The bank card networks or issuers who maintain our registrations or arrangements or the current bank card network or issuer rules allowing us to market and provide payment processing services may not remain in effect. The termination of our registration or our status as an Independent Sales Organization or Member Service Provider, or any changes in card network or issuer rules that limit our ability to provide payment processing services, could have an adverse effect on our bank card processing volumes, revenues or operating costs. In addition, if we were precluded from processing Visa and MasterCard bank card transactions, we would lose substantially all of our revenues.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px" align=justify><B><I>Our systems and our third-party providers&#146; systems may fail due to factors beyond our control, which could interrupt our service, cause us to lose business and increase our costs.</I></B></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>We will depend on the efficient and uninterrupted operation of our computer network systems, software, data center and telecommunications networks, as well as the systems of third parties. Our systems and operations or those of our third-party providers could be exposed to damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications failure, unauthorized entry and computer viruses. Our property and business interruption insurance may not be adequate to compensate us for all losses or failures that may occur. Defects in our systems or those of third parties, errors or delays in the processing of payment transactions, telecommunications failures or other difficulties could result in:</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:96px" align=justify>loss of revenues;</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:96px" align=justify>loss of merchants, although our contracts with merchants do not expressly provide a right to terminate for business interruptions; </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:96px" align=justify>loss of merchant and cardholder data;</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:96px" align=justify>harm to our business or reputation; </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:96px" align=justify>exposure to fraud losses or other liabilities; </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:96px" align=justify>negative publicity; </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:96px" align=justify>additional operating and development costs; and/or</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:96px" align=justify>diversion of technical and other resources. </P>
<P style="margin:0px"><BR></P>
<P style="margin:0px" align=justify><B><I>If we lose key personnel or are unable to attract additional qualified personnel as we grow, our business could be adversely affected. </I></B></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>We are dependent upon the ability and experience of a number of our key personnel who have substantial experience with our operations, the rapidly changing payment processing industry and the selected markets in which we offer our services. It is possible that the loss of the services of one or a combination of our senior executives or key managers, particularly Matthew Mecke, our Chief Executive Officer, would have an adverse effect on our operations. Our success also depends on our ability to continue to attract, manage and retain other qualified middle management and technical and clerical personnel as we grow. We may not continue to attract or retain such personnel.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px"><B><I>Governmental regulations designed to protect or limit access to consumer information could adversely affect our ability to effectively provide our services to merchants.</I></B></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>Governmental bodies in the United States and China, have adopted, or are considering the adoption of, laws and regulations restricting the transfer of, and safeguarding, non-public personal information. For example, in the United States, all financial institutions must undertake certain steps to ensure the privacy and security of consumer financial information.</P>
<P style="margin:0px" align=justify><BR>
<BR></P>
<P style="margin:0px" align=center>7</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always" align=justify><B><I>Our operating results are subject to seasonality, which could result in fluctuations in our quarterly net income.</I></B></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our revenues as a result of consumer spending patterns. Historically our revenues have been strongest in our second and third quarters, and weakest in our first quarter.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px" align=justify><B><I>We may need to raise additional funds to finance our future capital needs, which may prevent us from growing our business. </I></B></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>We may need to raise additional funds to finance our future capital needs including completing the developing new products and technology, and operating expenses. We may need additional financing earlier than we anticipate if we:</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:96px" align=justify>expand faster than our internally generated cash flow can support; </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:96px" align=justify>purchase portfolio equity (the portion of our commissions that we have committed to our sales force for as long as the merchant processes with us, which we may buy out at an agreed multiple) from a large number of Relationship Managers or sales managers; </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:96px" align=justify>add new merchant accounts faster than expected;</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:96px" align=justify>need to reduce pricing in response to competition;</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:96px" align=justify>repurchase our common stock; or </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:96px" align=justify>acquire complementary products, businesses or technologies.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>If we raise additional funds through the sale of equity securities, these transactions may dilute the value of our outstanding common stock. We may also decide to issue securities, including debt securities that have rights, preferences and privileges senior to our common stock. We may be unable to raise additional funds on terms favorable to us or at all. If financing is not available or is not available on acceptable terms, we may be unable to fund our future needs. This may prevent us from increasing our market share, capitalizing on new business opportunities or remaining competitive in our industry. </P>
<P style="margin:0px"><BR></P>
<P style="margin:0px"><B>Risks Relating to the Common Stock</B></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px"><B><I>The Company&#146;s stock price may be volatile</I></B><I>.</I></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The market price of the Company&#146;s common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond the Company&#146;s control, including the following:</P>
<P style="margin:0px"><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol">&#183;</P>
<P style="margin:0px; padding-left:96px">technological innovations or new products and services by the Company or its competitors;</P>
<P style="margin:0px"><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol">&#183;</P>
<P style="margin:0px; padding-left:96px">additions or departures of key personnel;</P>
<P style="margin:0px"><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol">&#183;</P>
<P style="margin:0px; padding-left:96px">limited &#147;public float&#148; following the Reorganization , in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for the common stock;</P>
<P style="margin:0px"><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol">&#183;</P>
<P style="margin:0px; padding-left:96px">the Company&#146;s ability to execute its business plan;</P>
<P style="margin:0px"><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol">&#183;</P>
<P style="margin:0px; padding-left:96px">operating results that fall below expectations;</P>
<P style="margin:0px"><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol">&#183;</P>
<P style="margin:0px; padding-left:96px">loss of any strategic relationship;</P>
<P style="margin:0px"><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol">&#183;</P>
<P style="margin:0px; padding-left:96px">industry developments;</P>
<P style="margin:0px"><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol">&#183;</P>
<P style="margin:0px; padding-left:96px">economic and other external factors; and</P>
<P style="margin:0px"><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-24px; font-family:Symbol">&#183;</P>
<P style="margin:0px; padding-left:96px">period-to-period fluctuations in the Company&#146;s financial results.</P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of the Company&#146;s common stock.</P>
<P style="margin:0px"><BR>
<BR></P>
<P style="margin:0px" align=center>8</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always"><B><I>There is currently no liquid trading market for the Company&#146;s common stock and the Company cannot ensure that one will ever develop or be sustained</I></B><I>.</I></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The Company&#146;s common stock is currently approved for quotation on the OTC Bulletin Board trading under the symbol SNPY.OB. However, there is limited trading activity and not currently a liquid trading market. There is no assurance as to when or whether a liquid trading market will develop, and if such a market does develop, there is no assurance that it will be maintained. Furthermore, for companies whose securities are quoted on the Over-The-Counter Bulletin Board maintained by the National Association of Securities Dealers, Inc. (the &#147;OTCBB&#148;), it is more difficult (1) to obtain accurate quotations, (2) to obtain coverage for significant news events because major wire services generally do not publish press releases about such companies, and (3) to obtain needed capital. As a result, purchasers of the Company&#146;s common stock may have difficulty selling their shares in the public market, and the market price may be subject to significant volatility.</P>
<P style="margin:0px"><BR></P>
<P style="margin:0px" align=justify><B><I>Offers or availability for sale of a substantial number of shares of the Company&#146;s common stock may cause the price of the Company&#146;s common stock to decline or could affect the Company&#146;s ability to raise additional working capital</I></B>.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>If the Company&#146;s current stockholders seek to sell substantial amounts of common stock in the public market either upon expiration of any required holding period under Rule 144 or pursuant to an effective registration statement, it could create a circumstance commonly referred to as &#147;overhang,&#148; in anticipation of which the market price of the Company&#146;s common stock could fall substantially. The existence of an overhang, whether or not sales have occurred or are occurring, also could make it more difficult for the Company to raise additional financing in the future through sale of securities at a time and price that the Company deems acceptable. </P>
<P style="margin:0px"><BR></P>
<P style="margin:0px" align=justify><B><I>The Company&#146;s common stock is currently deemed to be &#147;penny stock&#148;, which makes it more difficult for investors to sell their shares</I></B><I>.</I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The Company&#146;s common stock is currently subject to the &#147;penny stock&#148; rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than &#147;established customers&#148; complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for the Company&#146;s securities. If the Company&#146;s securities are subject to the penny stock rules, investors will find it more difficult to dispose of the Company&#146;s securities.</P>
<P style="margin:0px"><BR></P>
<P style="margin:0px" align=justify><B><I>The elimination of monetary liability against the Company&#146;s directors, officers and employees under Nevada law and the existence of indemnification rights to the Company&#146;s directors, officers and employees may result in substantial expenditures by the Company and may discourage lawsuits against the Company&#146;s directors, officers and employees</I></B><I>. </I></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The Company&#146;s certificate of incorporation does not contain any specific provisions that eliminate the liability of directors for monetary damages to the Company and the Company&#146;s stockholders; however, the Company is prepared to give such indemnification to its directors and officers to the extent provided by Nevada law. The Company may also have contractual indemnification obligations under its employment agreements with its executive officers. The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which the Company may be unable to recoup. These provisions and resultant costs may also discourage the Company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by the Company&#146;s stockholders against the Company&#146;s directors and officers even though such actions, if successful, might otherwise benefit the Company and its stockholders.</P>
<A NAME="FIS_FORWARD_LOOK"></A><P style="margin:0px" align=center><BR>
<BR></P>
<P style="margin:0px" align=center>9</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always" align=center><B><I>INFORMATION REGARDING FORWARD-LOOKING STATEMENTS </I></B></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify><I>Under the Private Securities Litigation Reform Act of 1995, companies are provided with a &#147;safe harbor&#148; for making forward-looking statements about the potential risks and rewards of their strategies. Forward-looking statements often include the words &#147;believe,&#148; &#147;expect,&#148; &#147;anticipate,&#148; &#147;intend,&#148; &#147;plan,&#148; &#147;estimate&#148; or similar expressions. In this prospectus, forward-looking statements also include: </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify><I>&#183;</I></P>
<P style="margin:0px; padding-left:48px" align=justify><I>Statements about our business plans; </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify><I>&#183;</I></P>
<P style="margin:0px; padding-left:48px" align=justify><I>Statements about the potential for the development, regulatory approval and public acceptance of new products; </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify><I>&#183;</I></P>
<P style="margin:0px; padding-left:48px" align=justify><I>Estimates of future financial performance; </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify><I>&#183;</I></P>
<P style="margin:0px; padding-left:48px" align=justify><I>Predictions of national or international economic, political or market conditions; </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify><I>&#183;</I></P>
<P style="margin:0px; padding-left:48px" align=justify><I>Statements regarding other factors that could affect our future operations or financial position; and </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify><I>&#183;</I></P>
<P style="margin:0px; padding-left:48px" align=justify><I>Other statements that are not matters of historical fact. </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify><I>Our ability to achieve our goals depends on many known and unknown risks and uncertainties, including changes in general economic and business conditions. These factors could cause our actual performance and results to differ materially from those described or implied in forward-looking statements. Factors that could cause or contribute to such differences include, among others: </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify><I>&#183;</I></P>
<P style="margin:0px; padding-left:48px" align=justify><I>The success of our research and development activities and the speed with which regulatory authorizations and product launches may be achieved; </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify><I>&#183;</I></P>
<P style="margin:0px; padding-left:48px" align=justify><I>Our ability to continue to manage our costs; </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify><I>&#183;</I></P>
<P style="margin:0px; padding-left:48px" align=justify><I>Our ability to successfully market new and existing products in new and existing domestic and international markets; </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify><I>&#183;</I></P>
<P style="margin:0px; padding-left:48px" align=justify><I>The effect of weather conditions and commodity markets on the agriculture business; </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify><I>&#183;</I></P>
<P style="margin:0px; padding-left:48px" align=justify><I>Our exposure to lawsuits and other liabilities and contingencies; </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify><I>&#183;</I></P>
<P style="margin:0px; padding-left:48px" align=justify><I>The accuracy of our estimates and projections, for example, those with respect to product returns and grower use of our products and related distribution inventory levels; </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify><I>&#183;</I></P>
<P style="margin:0px; padding-left:48px" align=justify><I>Our ability to obtain payment for the products that we sell; </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify><I>&#183;</I></P>
<P style="margin:0px; padding-left:48px" align=justify><I>The effects of our accounting policies and changes in generally accepted accounting principles; </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify><I>&#183;</I></P>
<P style="margin:0px; padding-left:48px" align=justify><I>Our ability to fund our short-term financing needs; </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify><I>&#183;</I></P>
<P style="margin:0px; padding-left:48px" align=justify><I>General economic and business conditions; and </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify><I>&#183;</I></P>
<P style="margin:0px; padding-left:48px" align=justify><I>Any changes in business, political and economic conditions due to threat of future terrorist activity and related military action. </I></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify><I>These forward-looking statements speak only as of the date of this prospectus. We believe it is in the best interest of our investors to use forward-looking statements in discussing future events. However, we are not required to, and you should not rely on us to, revise or update these statements or any factors that may affect actual results, whether as a result of new information, future events or otherwise. </I></P>
<A NAME="FIS_PROCEED_USE"></A><P style="margin:0px" align=center><BR>
<BR></P>
<P style="margin:0px" align=center>10</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always" align=center><B>USE OF PROCEEDS </B></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>We will not receive any proceeds from the issuance of Shares to the Selling Shareholder. </P>
<P style="margin:0px" align=center><BR></P>
<P style="margin:0px" align=center><B>SINO PAYMENTS, INC.</B></P>
<P style="margin:0px" align=center><BR></P>
<P style="margin:0px" align=center><B>2009 EQUITY COMPENSATION PLAN</B></P>
<P style="margin:0px" align=justify><B>Introduction</B></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The following descriptions summarize certain provisions of our 2009 Stock Incentive Plan (the &#147;2009 Plan&#148;).&nbsp;This summary is not complete and is qualified by reference to the full text of the plan, a copy of which has been filed as an exhibit to the registration statement of which this prospectus is a part. Each person receiving a plan option or stock award under the 2009 Plan should read the plan in its entirety.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>On July 24, 2009, our Board of Directors authorized the 2009 Plan.&nbsp;Our Board of Directors adopted the 2009 Plan to permit us to offer to our employees, officers, directors and consultants whose past, present and/or potential contributions to our company&nbsp;have been, are or likely to be, important to our success an opportunity to acquire a proprietary interest in the Company. We believe that the types of long-term incentive awards that may be provided under the 2009 Plan will enable us to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of our businesses.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px" align=justify>The 2009 Plan authorizes the grant of:</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:48px" align=justify>options which quality as &#147;incentive stock options&#148; (&#147;ISOs&#148;) under Section 422(b) of the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;);</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:48px" align=justify>options which do not qualify as ISOs (&#147;non-qualified options&#148; or &#147;NSOs&#148;);</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:48px" align=justify>awards of our common stock;</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:48px" align=justify>stock appreciation rights;</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:48px" align=justify>grants of restricted stock; and</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:48px" align=justify>other stock-based awards, subject to limitations under applicable law.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The issuance of grants under the 2009 Plan will be made to persons who are closely related to us and who provide bona fide services to us in connection with our business. Under Federal securities laws, these services cannot be in connection with the offer of sale of our securities in a capital raising transaction nor directly or indirectly promote or maintain a market for our securities. We have currently reserved 10,000,000 of our authorized but unissued shares of common stock for issuance under the 2009 Plan. </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The 2009 Plan is administered by our Board of Directors or an underlying committee (the &#147;Committee&#148;). The Board of Directors or the Committee determines from time to time to whom stock grants or plan options are to be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted, the type of options to be granted, the dates such plan options become exercisable, the number of shares subject to each option, the purchase price of such shares and the form of payment of such purchase price. All other questions relating to the administration of the 2009 Plan, and the interpretation of the provisions thereof and of the related option agreements, are resolved by the Board or Committee.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The stock rights granted under the 2009 Plan will be authorized, but unissued shares of our common stock or shares of common stock reacquired by us in any manner. If any stock rights granted under the 2009 Plan should expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, the shares of common stock subject to such stock rights will again be available for grants of stock rights under the 2009 Plan. The term of each plan option and the manner in which it may be exercised is determined by the Board of Directors or the compensation committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The exercise price per share for each NSO granted, and the purchase price per share of stock granted in any award or authorized as a purchase, cannot be less than minimum legal consideration required therefore under the laws of any jurisdiction in which we or our successors in interest may be organized. The exercise price per share for each ISO granted cannot be less than the fair market value per share of common stock on the date of such grant. In the case of an ISO to be granted to an employee owning stock possessing more than 10% of the total combined voting power of all classes of our company, the price per share cannot be less than 110% of the fair market value per share of common stock on the date of grant.</P>
<P style="margin:0px" align=justify><BR>
<BR></P>
<P style="margin:0px" align=center>11</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; text-indent:48px; page-break-before:always" align=justify>The shares of common stock which a recipient of an authorization to make a purchase may be subject to specified restrictions, to be determined by the Board, and may include the requirement of continued employment with our company or a subsidiary or achievement of certain performance objectives, among other conditions. Awards of the common stock may be made to a recipient as a bonus or as additional compensation, as determined by the Board of Directors.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>Plan options are exercisable by delivery of written notice to us stating the number of shares with respect to which the option is being exercised, together with full payment of the purchase price therefor. Payment for the exercise price of the plan option can be in cash, check, certified or bank cashier's check, promissory note secured by the shares issued through exercise of the related options, shares of common stock or in such other form or combination of forms which shall be acceptable to the Board of Directors or the Committee; provided that any loan or guarantee by us of the purchase price may only be made upon resolution of the Board or Committee that such loan or guarantee is reasonably expected to benefit us.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>All plan options are non-assignable and non-transferable except by will or by the laws of descent and distribution and during the lifetime of the optionee may be exercised only by such optionee. If an optionee dies while our employee or within three months after termination of employment by us because of disability, or retirement or otherwise, such options may be exercised, to the extent that the optionee shall have been entitled to do so on the date of death or termination of employment, by the person or persons to whom the optionee's right under the option pass by will or applicable law, or if no such person has such right, by his executors or administrators. In the event of termination of employment because of death while an employee or because of disability, the optionee's options may be exercised not later than the expiration date specified in the option or one year after the optionee's death, whichever date is earlier, or in the event of termination of employment because of retirement or otherwise, not later than the expiration date specified in the option or one year after the optionee's death, whichever date is earlier.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>If an optionee's employment by us terminates because of disability and such optionee has not died within the following three months, the options may be exercised, to the extent that the optionee shall have been entitled to do so at the date of the termination of employment, at any time, or from time to time, but not later than the expiration date specified in the option or one year after termination of employment, whichever date is earlier. If an optionee's employment shall terminate for any reason other than death or disability, optionee may exercise the options to the same extent that the options were exercisable on the date of termination, for up to three months following such termination, or on or before the expiration date of the options, whichever occurs first. In the event that the optionee was not entitled to exercise the options at the date of termination or if the optionee does not exercise such options (which were then exercisable) within the time specified herein, the options shall terminate. If an optionee's employment shall terminate for any reason other than death, disability or retirement, all right to exercise the option shall terminate not later than 90 days following the date of such termination of employment.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The Board of Directors or Committee may amend, suspend or terminate the 2009 Plan at any time; however, no such action may prejudice the rights of any holder of a stock grant or optionee who has prior thereto been granted options under the plan. In addition, no amendment may be made to the 2009 Plan which has the effect of increasing the aggregate number of shares subject to this plan (except for adjustments due to changes in our capitalization) or changing the definition of &#147;Eligible Person&#148; under the plan unless and until approved by our shareholders, if required, in the same manner as approval of the 2009 Plan. Any such termination of the 2009 Plan shall not affect the validity of any stock grants or options previously granted thereunder. Unless the 2009 Plan shall theretofore have been suspended or terminated by the Board of Directors, the plan will terminate on August 1, 2019.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px" align=justify><B>Federal Income Tax Effects</B></P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The following discussion applies to the 2009 Plan and is based on federal income tax laws and regulations in effect on June 30, 2009. It does not purport to be a complete description of the federal income tax consequences of the 2009 Plan, nor does it describe the consequences of state, local or foreign tax laws, which may be applicable. Accordingly, any person receiving a grant under the 2009 Plan should consult with his own tax adviser.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The 2009 Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974 and is not qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended.</P>
<P style="margin:0px" align=justify><BR>
<BR></P>
<P style="margin:0px" align=center>12</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; text-indent:48px; page-break-before:always" align=justify>An employee granted an incentive stock option does not recognize taxable income either at the date of grant or at the date of its timely exercise. However, the excess of the fair market value of common stock received upon exercise of the incentive stock option over the exercise price is an item of tax preference under Section 57(a)(3) of the Internal Revenue Code and may be subject to the alternative minimum tax imposed by Section 55 of the code. Upon disposition of stock acquired on exercise of an incentive stock option, long-term capital gain or loss is recognized in an amount equal to the difference between the sales price and the incentive option exercise price, provided that the option holder has not disposed of the stock within two years from the date of grant and within one year from the date of exercise. If the incentive option holder disposes of the acquired stock (including the transfer of acquired stock in payment of the exercise price of an incentive stock option) without complying with both of these holding period requirements (&#147;Disqualifying Disposition&#148;), the option holder will recognize ordinary income at the time of such Disqualifying Disposition to the extent of the difference between the exercise price and the lesser of the fair market value of the stock on the date the incentive option is exercised (the value six months after the date of exercise may govern in the case of an employee whose sale of stock at a profit could subject him to suit under Section 16(b) of the Securities Exchange Act of 1934) or the amount realized on such Disqualifying Disposition. Any remaining gain or loss is treated as a short-term or long-term capital gain or loss, depending on how long the shares are held. In the event of a Disqualifying Disposition, the incentive stock option tax preference described above may not apply (although, where the Disqualifying Disposition occurs subsequent to the year the incentive stock option is exercised, it may be necessary for the employee to amend his return to eliminate the tax preference item previously reported). We are not entitled to a tax deduction upon either exercise of an incentive option or disposition of stock acquired pursuant to such an exercise, except to the extent that the option holder recognized ordinary income in a Disqualifying Disposition.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>If the holder of an incentive stock option pays the exercise price, in full or in part, with shares of previously acquired common stock, the exchange should not affect the incentive stock option tax treatment of the exercise. No gain or loss should be recognized on the exchange, and the shares received by the employee, equal in number to the previously acquired shares exchanged therefor, will have the same basis and holding period for long-term capital gain purposes as the previously acquired shares. The employee will not, however, be able to utilize the old holding period for the purpose of satisfying the incentive stock option statutory holding period requirements. Shares received in excess of the number of previously acquired shares will have a basis of zero and a holding period, which commences as of the date the common stock, is issued to the employee upon exercise of the incentive option. If an exercise is effected using shares previously acquired through the exercise of an incentive stock option, the exchange of the previously acquired shares will be considered a disposition of such shares for the purpose of determining whether a Disqualifying Disposition has occurred.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>In respect to the holder of non-qualified options, the option holder does not recognize taxable income on the date of the grant of the non-qualified option, but recognizes ordinary income generally at the date of exercise in the amount of the difference between the option exercise price and the fair market value of the common stock on the date of exercise. However, if the holder of non-qualified options is subject to the restrictions on resale of common stock under Section 16 of the Securities Exchange Act of 1944, such person generally recognizes ordinary income at the end of the six-month period following the date of exercise in the amount of the difference between the option exercise price and the fair market value of the common stock at the end of the six-month period. Nevertheless, such holder may elect within 30 days after the date of exercise to recognize ordinary income as of the date of exercise. The amount of ordinary income recognized by the option holder is deductible by us in the year that income is recognized.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>In connection with the issuance of stock grants as compensation, the recipient must include in gross income the excess of the fair market value of the property received over the amount, if any, paid for the property in the first taxable year in which beneficial interest in the property either is &#147;transferable&#148; or is not subject to a &#147;substantial risk of forfeiture.&#148; A substantial risk of forfeiture exists where rights and property that have been transferred are conditioned, directly or indirectly, upon the future performance (or refraining from performance) of substantial services by any person, or the occurrence of a condition related to the purpose of the transfer, and the possibility of forfeiture is substantial if such condition is not satisfied. Stock grants received by a person who is subject to the short swing profit recovery rule of Section 16(b) of the Securities Exchange Act of 1934 is considered subject to a substantial risk of forfeiture so long as the sale of such property at a profit could subject the shareholder to suit under that section. The rights of the recipient are treated as transferable if and when the recipient can sell, assign, pledge or otherwise transfer any interest in the stock grant to any person. Inasmuch as the recipient would not be subject to the short swing profit recovery rule of Section 16(b) of the Securities Exchange Act of 1934 and the stock grant, upon receipt following satisfaction of condition prerequisites to receipt, will be presently transferable and not subject to a substantial risk of forfeiture, the recipient would be obligated to include in gross income the fair market value of the stock grant received once the conditions to receipt of the stock grant are satisfied.</P>
<A NAME="eolPage15"></A><A NAME="FIS_SELLING_SHAREHOLDERS"></A><P style="margin:0px" align=center><BR>
<BR></P>
<P style="margin:0px" align=center>13</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always" align=center><B>SELLING SHAREHOLDERS </B></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>This prospectus relates to shares of our Common Stock that are being registered for reoffers and resales by the Selling Shareholders named below who have acquired shares of our Common Stock pursuant to the Plan. The Selling Shareholders may resell any or all of the shares of our Common Stock at any time they choose while this prospectus is effective. </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>Executive officers and directors, their family members, trusts for their benefit, or entities that they own or that acquire shares of our Common Stock from a Selling Shareholder may be added to the Selling Shareholders list below by a prospectus supplement filed with the SEC. The number of Shares to be sold by any Selling Shareholder under this prospectus also may be increased or decreased by a prospectus supplement. Although a person&#146;s name is included in the table below, neither that person nor we are making an admission that the named person is our &#147;affiliate.&#148; </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>As of July 28, 2009, there were 43,860,000 shares of our Common Stock outstanding. </P>
<P style="margin:0px"><BR></P>
<A NAME="FIS_BENEFICIAL_OWNERS"></A><TABLE style="font-size:10pt" cellspacing=0 align=center><TR height=0 style="font-size:0"><TD width=147.933></TD><TD width=15.733></TD><TD width=119.6></TD><TD width=15.733></TD><TD width=117.667></TD><TD width=15.733></TD><TD width=118.467></TD><TD width=15.733></TD><TD width=104.133></TD></TR>
<TR><TD valign=bottom width=147.933><P style="margin:0px"><B>Name of Selling Shareholder</B></P>
</TD><TD valign=bottom width=15.733><P>&nbsp;</P></TD><TD valign=bottom width=119.6><P style="margin:0px" align=center><B>Number of </B></P>
<P style="margin:0px" align=center><B>Shares </B></P>
<P style="margin:0px" align=center><B>Beneficially Owned Prior to this</B></P>
<P style="margin:0px" align=center><B>Offering (1)</B></P>
</TD><TD valign=bottom width=15.733><P>&nbsp;</P></TD><TD valign=bottom width=117.667><P style="margin:0px" align=center><B>Number of Shares Offered Hereby (1)</B></P>
</TD><TD valign=bottom width=15.733><P>&nbsp;</P></TD><TD valign=bottom width=118.467><P style="margin:0px" align=center><B>Number of</B></P>
<P style="margin:0px" align=center><B>Shares Owned</B></P>
<P style="margin:0px" align=center><B>After this Offering Assuming </B></P>
<P style="margin:0px" align=center><B>All Shares Offered Hereby are sold</B></P>
</TD><TD valign=bottom width=15.733><P>&nbsp;</P></TD><TD valign=bottom width=104.133><P style="margin:0px" align=center><B>Percentage of Ownership </B></P>
<P style="margin:0px" align=center><B>After this Offering (%)</B></P>
</TD></TR>
<TR><TD valign=top width=147.933><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=15.733><P>&nbsp;</P></TD><TD valign=top width=119.6><P>&nbsp;</P></TD><TD valign=top width=15.733><P>&nbsp;</P></TD><TD valign=top width=117.667><P>&nbsp;</P></TD><TD valign=top width=15.733><P>&nbsp;</P></TD><TD valign=top width=118.467><P>&nbsp;</P></TD><TD valign=top width=15.733><P>&nbsp;</P></TD><TD valign=top width=104.133><P>&nbsp;</P></TD></TR>
<TR><TD style="background-color:#CCFFCC" valign=top width=147.933><P style="margin:0px">Matthew Mecke (2) </P>
</TD><TD style="background-color:#CCFFCC" valign=top width=15.733><P>&nbsp;</P></TD><TD style="background-color:#CCFFCC" valign=top width=119.6><P style="margin:0px" align=center>0</P>
</TD><TD style="background-color:#CCFFCC" valign=top width=15.733><P>&nbsp;</P></TD><TD style="background-color:#CCFFCC" valign=top width=117.667><P style="margin:0px" align=center>800,000</P>
</TD><TD style="background-color:#CCFFCC" valign=top width=15.733><P>&nbsp;</P></TD><TD style="background-color:#CCFFCC" valign=top width=118.467><P style="margin:0px" align=center>0</P>
</TD><TD style="background-color:#CCFFCC" valign=top width=15.733><P>&nbsp;</P></TD><TD style="background-color:#CCFFCC" valign=top width=104.133><P style="margin:0px" align=center>0%</P>
</TD></TR>
<TR><TD valign=top width=147.933><P style="margin:0px">Anthony Robinson (3)</P>
</TD><TD valign=top width=15.733><P>&nbsp;</P></TD><TD valign=top width=119.6><P style="margin:0px" align=center>0</P>
</TD><TD valign=top width=15.733><P>&nbsp;</P></TD><TD valign=top width=117.667><P style="margin:0px" align=center>205,200</P>
</TD><TD valign=top width=15.733><P>&nbsp;</P></TD><TD valign=top width=118.467><P style="margin:0px" align=center>0</P>
</TD><TD valign=top width=15.733><P>&nbsp;</P></TD><TD valign=top width=104.133><P style="margin:0px" align=center>0%</P>
</TD></TR>
<TR><TD style="background-color:#CCFFCC" valign=top width=147.933><P style="margin:0px">Paul Manning(4)</P>
</TD><TD style="background-color:#CCFFCC" valign=top width=15.733><P>&nbsp;</P></TD><TD style="background-color:#CCFFCC" valign=top width=119.6><P style="margin:0px" align=center>0</P>
</TD><TD style="background-color:#CCFFCC" valign=top width=15.733><P>&nbsp;</P></TD><TD style="background-color:#CCFFCC" valign=top width=117.667><P style="margin:0px" align=center>205,200</P>
</TD><TD style="background-color:#CCFFCC" valign=top width=15.733><P>&nbsp;</P></TD><TD style="background-color:#CCFFCC" valign=top width=118.467><P style="margin:0px" align=center>0</P>
</TD><TD style="background-color:#CCFFCC" valign=top width=15.733><P>&nbsp;</P></TD><TD style="background-color:#CCFFCC" valign=top width=104.133><P style="margin:0px" align=center>0%</P>
</TD></TR>
</TABLE>
<P style="margin:0px"><BR></P>
<P style="margin:0px">_____________ </P>
<P style="margin:0px">&nbsp;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-48px" align=justify>(1) </P>
<P style="margin:0px; padding-left:48px" align=justify>For purposes of this table, we have assumed that the selling shareholder will have sold all of the shares registered under this prospectus upon completion of the offering and that additional shares issuable in connection with certain dilutive events have not been issued. </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-48px" align=justify>(2) </P>
<P style="margin:0px; padding-left:48px" align=justify>Mr. Mecke is the Chief Executive Officer, President, Treasurer and Secretary of the Company and received the shares pursuant to the conversion of $32,000 of accrued compensation; such conversion was at a rate of $0.04 per share. </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-48px" align=justify>(3) </P>
<P style="margin:0px; padding-left:48px" align=justify>Mr. Robinson is a member of the Company&#146;s Board of Directors and received the shares pursuant to the conversion of $8,208 of accrued compensation; such conversion was at a rate of $0.04 per share.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-48px" align=justify>(4)</P>
<P style="margin:0px; padding-left:48px" align=justify>Mr. Manning is a member of the Company&#146;s Board of Directors and received the shares pursuant to the conversion of $8,208 of accrued compensation; such conversion was at a rate of $0.04 per share.</P>
<A NAME="eolPage16"></A><P style="margin:0px"><BR></P>
<A NAME="FIS_DISTRIBUTION_PLAN"></A><P style="margin:0px" align=center><B>PLAN OF DISTRIBUTION </B></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>Each selling shareholder of our Common Stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on the OTCBB or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling shareholder may use any one or more of the following methods when selling shares of our Common Stock: </P>
<P style="margin:0px"><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:48px" align=justify>ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:48px" align=justify>block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:48px" align=justify>purchases by a broker-dealer as principal and resale by the broker-dealer for its account; </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:48px" align=justify>an exchange distribution in accordance with the rules of the applicable exchange; </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:48px" align=justify>privately negotiated transactions; </P>
<P style="margin:0px" align=justify><BR>
<BR></P>
<P style="margin:0px" align=center>14</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol; page-break-before:always" align=justify>&#183;</P>
<P style="margin:0px; padding-left:48px" align=justify>settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:48px" align=justify>broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share; </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:48px" align=justify>a combination of any such methods of sale; </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:48px" align=justify>through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px; font-family:Symbol" align=justify>&#183;</P>
<P style="margin:0px; padding-left:48px" align=justify>any other method permitted pursuant to applicable law. </P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The selling shareholders may also sell our Common Stock under Rule 144 under the Securities Act, if available, rather than under this prospectus. </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>Broker-dealers engaged by the selling shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASDR IM-2440. </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>In connection with the sale of the our Common Stock or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The selling shareholders may also sell our Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of our Common Stock offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The selling shareholders, and any broker-dealers or agents that are involved in selling our Common Stock, may be deemed to be &#147;underwriters&#148; within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of our Common Stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling shareholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. </P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px">We are required to pay certain fees and expenses incurred by us incident to the registration of the shares of our Common Stock. We have agreed to indemnify the selling shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. <A NAME="eolPage17"></A></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>Because selling shareholders may be deemed to be &#147;underwriters&#148; within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. Each selling shareholder has advised us that they have not entered into any written or oral agreements, understandings or arrangements with any underwriter or broker-dealer regarding the resale of our Common Stock. There is no underwriter or coordinating broker acting in connection with the proposed the resale of our Common Stock by the selling shareholders. </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The resale of such shares will be made only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale of such shares may not be made unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended, any person engaged in the distribution of such resale of our Common Stock may not simultaneously engage in market making activities with respect to our Common Stock for a period of two business days prior to the commencement of the distribution. In addition, the selling shareholders will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of our Common Stock by the selling shareholders or any other person. We will make copies of this prospectus available to the selling shareholders and we have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale. </P>
<P style="margin:0px" align=center><BR>
<BR></P>
<P style="margin:0px" align=center>15</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always" align=center><B>LIMITATION ON LIABILITY AND INDEMNIFICATION MATTERS </B></P>
<P style="margin:0px"><BR></P>
<A NAME="eolPage18"></A><P style="margin:0px; text-indent:48px" align=justify>The Nevada Revised Statutes provide, in general, that a corporation incorporated under the laws of the State of Nevada, such as the Company, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys&#146; fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person&#146;s conduct was unlawful. In the case of a derivative action, a Nevada corporation may indemnify any such person against expenses (including attorneys&#146; fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the State of Nevada or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expenses.</P>
<A NAME="FIS_MORE_INFORMATION"></A><P style="margin:0px" align=center><BR></P>
<P style="margin:0px" align=center><B>WHERE YOU CAN FIND MORE INFORMATION </B></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>We are a public company and file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC&#146;s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference room. Our SEC filings are also available, at no charge, to the public at the SEC&#146;s web site at http://www.sec.gov. </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>This prospectus is only part of a registration statement on Form&nbsp;S-8 that we have filed with the SEC under the Securities Act of 1933 and therefore omits certain information contained in the registration statement. We have also filed exhibits and schedules to the registration statement that are excluded from this Prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring to any contract or other document. You may inspect or obtain a copy of the registration statement, including the exhibits and schedules, as described in the previous paragraph at no charge from us. </P>
<A NAME="FIS_EXPERTS"></A><P style="margin:0px" align=center><BR></P>
<P style="margin:0px" align=center><B>EXPERTS </B></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The financial statements included in our Annual Report on Form 10-K for the fiscal years ended December 31, 2007 and December 31, 2008, which report is incorporated by reference in this prospectus and elsewhere in the registration statement, have been audited by Malone &amp; Bailey, PC, an independent registered public accounting firm, to the extent and for the periods set forth in their reports and are included in reliance upon such report given upon the authority of said firms as experts in auditing and accounting. </P>
<A NAME="FIS_LEGAL_MATTERS"></A><P style="margin:0px" align=center><BR></P>
<P style="margin:0px" align=center><B>LEGAL MATTERS </B></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px">Carrillo Huettel, LLP, has passed upon the validity of the Common Stock being offered hereby. </P>
<P style="margin:0px"><BR></P>
<P style="margin:0px" align=center><B>CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS </B></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify><I>Certain Statements contained in, or incorporated by reference in, this Registration Statement are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or the Company&#146;s future financial performance. The Company has attempted to identify forward-looking statements by terminology including &#147;anticipates&#148;, &#147;believes&#148;, &#147;expects&#148;, &#147;can&#148;, &#147;continue&#148;, &#147;could&#148;, &#147;estimates&#148;, &#147;expects&#148;, &#147;intends&#148;, &#147;may&#148;, &#147;plans&#148;, &#147;potential&#148;, &#147;predict&#148;, &#147;should&#148; or &#147;will&#148; or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company&#146;s actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. The Company expectations are as of the date this Registration Statement is filed, and the Company does not intend to update any of the forward-looking statements after the date this Registration Statement is filed to confirm these statements to actual results, unless required by law. </I></P>
<P style="margin:0px" align=center><BR>
<BR></P>
<P style="margin:0px" align=center>16</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always" align=center><B>INCORPORATION BY REFERENCE </B></P>
<P style="margin:0px"><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>The SEC allows us to incorporate by reference into this prospectus the information that we file with the SEC in other documents. This means that we can disclose important information to you by referring to other documents that contain that information. The information may include documents filed after the date of this prospectus which update and supersede the information you read in this prospectus. We incorporate by reference the following documents listed below, except to the extent information in those documents is different from the information contained in this prospectus, and all future documents filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, until we terminate the offering of these shares: </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:48px" align=justify>(a) </P>
<P style="margin:0px; padding-left:48px; text-indent:96px" align=justify>The Registrant&#146;s latest annual report filed pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule&nbsp;424(b) under the Securities Act that contains audited financial statements for the Registrant&#146;s latest fiscal year for which such statements have been filed.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:48px" align=justify>(b) </P>
<P style="margin:0px; padding-left:48px; text-indent:96px" align=justify>All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:48px" align=justify>(c) </P>
<P style="margin:0px; padding-left:48px; text-indent:96px" align=justify>The description of the securities contained in the Registrant&#146;s registration statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>You may request a copy of these documents, at no cost, by written request to: Sino Payments, Inc. c/o Carrillo Huettel, LLP Attn: Luis Carrillo; 501 W. Broadway Suite 800, San Diego, CA 92101. </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>This prospectus may contain information that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this prospectus. Reports we file with the SEC after the date of this prospectus may also contain information that updates, modifies or is contrary to information in this prospectus or in documents incorporated by reference into this prospectus. You should review these reports as they may disclose a change in our business, prospects, financial condition or other affairs after the date of this prospectus. </P>
<P style="margin:0px"><BR>
<BR></P>
<P style="margin:0px" align=center>17</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always"><BR></P>
<A NAME="eolPage20"></A><TABLE style="font-size:10pt" cellspacing=0><TR height=0 style="font-size:0"><TD width=357.733></TD><TD width=34.2></TD><TD width=24.933></TD><TD width=307.133></TD></TR>
<TR><TD style="border-left:2px solid #000000; border-top:2px solid #000000; border-right:2px solid #000000; border-bottom:1px solid #000000" valign=top width=416.867 colspan=3><P style="margin:0px">&nbsp;</P>
<P style="margin:0px" align=justify>We have not authorized any dealer, salesperson or any other person to give any information or to represent anything other than those contained in this prospectus in connection with the offer contained herein, and, if given or made, you should not rely upon such information or representations as having been authorized by Sino Payments, Inc. This prospectus does not constitute an offer of any securities other than those to which it relates or an offer to sell, or a solicitation of an offer to buy, those to which it relates in any state to any person to whom it is not lawful to make such offer in such state. The delivery of this prospectus at any time does not imply that the information herein is correct as of any time <A NAME="FIS_UNIDENTIFIED_TABLE_5"></A>after the date of this prospectus. </P>
</TD><TD style="border-top:2px solid #000000; border-right:2px solid #000000; border-bottom:1px solid #000000" width=307.133 rowspan=15><P style="margin:0px" align=center>&nbsp;</P>
<P style="margin:0px" align=center>&nbsp;</P>
<P style="margin:0px" align=center>&nbsp;</P>
<P style="margin:0px" align=center><B>SINO PAYMENTS, INC.</B></P>
<P style="margin:0px" align=center>&nbsp;</P>
<P style="margin:0px" align=center>&nbsp;</P>
<P style="margin:0px" align=center>&nbsp;</P>
<P style="margin:0px" align=center>__________________ </P>
<P style="margin:0px" align=center><BR></P>
<P style="margin:0px" align=center><B>Prospectus </B></P>
<P style="margin:0px" align=center>_________________ </P>
</TD></TR>
<TR><TD style="border-left:2px solid #000000; border-bottom:1px solid #000000" valign=top width=357.733><P style="margin:0px">&nbsp;</P>
<P style="margin:0px">Dated August 4, 2009 </P>
</TD><TD style="border-bottom:1px solid #000000" valign=top width=34.2><P style="margin:0px">&nbsp;</P>
</TD><TD style="border-right:2px solid #000000; border-bottom:1px solid #000000" valign=top width=24.933><P style="margin:0px">&nbsp;</P>
</TD><A NAME="FIS_TABLE_OF_CONTENTS"></A></TR>
<TR><TD style="border-left:2px solid #000000; border-bottom:1px solid #000000" valign=top width=357.733><P style="margin:0px">&nbsp;</P>
<P style="margin:0px"><B>TABLE OF CONTENTS </B></P>
</TD><TD style="border-bottom:1px solid #000000" valign=top width=34.2><P style="margin:0px" align=center>&nbsp;</P>
<P style="margin:0px" align=center><B>Page </B></P>
</TD><TD style="border-right:2px solid #000000; border-bottom:1px solid #000000" valign=top width=24.933><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD style="border-left:2px solid #000000" valign=top width=357.733><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=34.2><P style="margin:0px" align=right>&nbsp;</P>
</TD><TD style="border-right:2px solid #000000" valign=top width=24.933><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD style="border-left:2px solid #000000" valign=top width=357.733><P style="margin:0px">Prospectus Summary </P>
</TD><TD valign=top width=34.2><P style="margin:0px" align=right>5 </P>
</TD><TD style="border-right:2px solid #000000" valign=top width=24.933><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD style="border-left:2px solid #000000" valign=top width=357.733><P style="margin:0px">Risk Factors </P>
</TD><TD valign=top width=34.2><P style="margin:0px" align=right>6 </P>
</TD><TD style="border-right:2px solid #000000" valign=top width=24.933><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD style="border-left:2px solid #000000" valign=top width=357.733><P style="margin:0px">Information Regarding Forward-Looking Statements </P>
</TD><TD valign=top width=34.2><P style="margin:0px" align=right>10 </P>
</TD><TD style="border-right:2px solid #000000" valign=top width=24.933><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD style="border-left:2px solid #000000" valign=top width=357.733><P style="margin:0px">Use of Proceeds </P>
</TD><TD valign=top width=34.2><P style="margin:0px" align=right>11 </P>
</TD><TD style="border-right:2px solid #000000" valign=top width=24.933><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD style="border-left:2px solid #000000" valign=top width=357.733><P style="margin:0px">Selling Shareholders </P>
</TD><TD valign=top width=34.2><P style="margin:0px" align=right>14 </P>
</TD><TD style="border-right:2px solid #000000" valign=top width=24.933><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD style="border-left:2px solid #000000" valign=top width=357.733><P style="margin:0px">Plan of Distribution </P>
</TD><TD valign=top width=34.2><P style="margin:0px" align=right>14 </P>
</TD><TD style="border-right:2px solid #000000" valign=top width=24.933><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD style="border-left:2px solid #000000" valign=top width=357.733><P style="margin:0px">Limitation on Liability and Indemnification Matters </P>
</TD><TD valign=top width=34.2><P style="margin:0px" align=right>16 </P>
</TD><TD style="border-right:2px solid #000000" valign=top width=24.933><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD style="border-left:2px solid #000000" valign=top width=357.733><P style="margin:0px">Where You Can Find More Information </P>
</TD><TD valign=top width=34.2><P style="margin:0px" align=right>16 </P>
</TD><TD style="border-right:2px solid #000000" valign=top width=24.933><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD style="border-left:2px solid #000000" valign=top width=357.733><P style="margin:0px">Experts </P>
</TD><TD valign=top width=34.2><P style="margin:0px" align=right>16 </P>
</TD><TD style="border-right:2px solid #000000" valign=top width=24.933><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD style="border-left:2px solid #000000" valign=top width=357.733><P style="margin:0px">Legal Matters </P>
</TD><TD valign=top width=34.2><P style="margin:0px" align=right>16 </P>
</TD><TD style="border-right:2px solid #000000" valign=top width=24.933><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD style="border-left:2px solid #000000; border-bottom:2px solid #000000" valign=top width=357.733><P style="margin:0px">Incorporation by Reference </P>
</TD><TD style="border-bottom:2px solid #000000" valign=top width=34.2><P style="margin:0px" align=right>17 </P>
</TD><TD style="border-right:2px solid #000000; border-bottom:2px solid #000000" valign=top width=24.933><P style="margin:0px">&nbsp;</P>
</TD></TR>
</TABLE>
<P style="margin:0px" align=center><BR>
<BR></P>
<P style="margin:0px" align=center>18</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always" align=center><B>PART II</B></P>
<P style="margin:0px" align=center><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></P>
<P style="margin:0px">&nbsp;</P>
<P style="margin:0px"><B>Item 3. Incorporation of Documents by Reference.</B></P>
<P style="margin:0px">&nbsp;</P>
<P style="margin:0px; text-indent:48px" align=justify>The Registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the &#147;Commission&#148;).&nbsp;The following documents, which are on file with the Commission, are incorporated in this registration statement by reference:</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:48px" align=justify>(a) </P>
<P style="margin:0px; padding-left:48px; text-indent:96px" align=justify>The Registrant&#146;s latest annual report filed pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule&nbsp;424(b) under the Securities Act that contains audited financial statements for the Registrant&#146;s latest fiscal year for which such statements have been filed.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:48px" align=justify>(b) </P>
<P style="margin:0px; padding-left:48px; text-indent:96px" align=justify>All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:48px" align=justify>(c) </P>
<P style="margin:0px; padding-left:48px; text-indent:96px" align=justify>The description of the securities contained in the Registrant&#146;s registration statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.</P>
<P style="margin:0px">&nbsp;</P>
<P style="margin:0px"><B>Item 4. Description of Securities.</B></P>
<P style="margin:0px">&nbsp;</P>
<P style="margin:0px; text-indent:48px">Not applicable.</P>
<P style="margin:0px"><BR></P>
<P style="margin:0px"><B>Item 5. Interests of Named Experts and Counsel.</B></P>
<P style="margin:0px">&nbsp;</P>
<P style="margin:0px; text-indent:48px" align=justify>Carrillo Huettel, LLP, has opined as to the legality of the securities being offered by this registration statement. Mr. Carrillo and Mr. Huettel shall each be granted 833,333 shares of our Common Stock for past legal services rendered to the Company. The Company has accrued, through the date of this Registration Statement, legal fees which the Company and Carrillo Huettel, LLP, agreed to convert into shares of the Company&#146;s Common Stock. Carrillo Huettel, LLP, continues to handle all facets of the Company&#146;s legal affairs. Mssrs. Carrillo and Huettel will likely continue to receive payment in shares so long as such services qualify on a going forward basis until otherwise agreed.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px; text-indent:48px" align=justify>Saturna Group, Chartered Accounts, LLP, is the Company&#146;s accounting firm and accordingly has assisted in the maintenance of the Company financial records. Mr. Henry Chow, a partner with Saturna Group, will be granted 300,000 shares of our Common Stock for services rendered to the Company. The Company has accrued, through the date of this Registration Statement, fees which the Company and Mr. Chow, agreed would be converted into shares of the Company&#146;s Common Stock. </P>
<P style="margin:0px"><BR>
<BR></P>
<P style="margin:0px" align=center>19</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always"><B>Item 6. Indemnification of Directors and Officers.</B></P>
<P style="margin:0px">&nbsp;</P>
<P style="margin:0px; text-indent:48px" align=justify>The Nevada Revised Statutes provide, in general, that a corporation incorporated under the laws of the State of Nevada, such as the Company, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys&#146; fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person&#146;s conduct was unlawful. In the case of a derivative action, a Nevada corporation may indemnify any such person against expenses (including attorneys&#146; fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the State of Nevada or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expenses.</P>
<P style="margin:0px"><BR></P>
<P style="margin:0px"><B>Item 7. Exemption from Registration Claimed.</B></P>
<P style="margin:0px">&nbsp;</P>
<P style="margin:0px; text-indent:48px">Not applicable.</P>
<P style="margin:0px">&nbsp;</P>
<P style="margin:0px"><B>Item 8. Exhibits.</B></P>
<P style="margin:0px">&nbsp;</P>
<P style="margin:0px; text-indent:48px">The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.</P>
<P style="margin:0px">&nbsp;</P>
<P style="margin:0px"><B>Item 9. Undertakings.</B></P>
<P style="margin:0px">&nbsp;</P>
<P style="margin-top:0px; margin-bottom:-16px; text-indent:48px" align=justify>1. </P>
<P style="margin:0px; text-indent:96px" align=justify><I><U>Item 512(a) of Regulation S-K</U></I>. The undersigned registrant hereby undertakes:</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:48px" align=justify>(1) </P>
<P style="margin:0px; padding-left:48px; text-indent:96px" align=justify>To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:48px" align=justify>(i) </P>
<P style="margin:0px; padding-left:96px; text-indent:96px" align=justify>To include any prospectus required by Section 10(a)(3) of the Securities Act;</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:48px" align=justify>(ii) </P>
<P style="margin:0px; padding-left:96px; text-indent:96px" align=justify>To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and, </P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:48px" align=justify>(iii) </P>
<P style="margin:0px; padding-left:96px; text-indent:96px" align=justify>To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin:0px" align=justify><I>provided, however,</I> that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:48px" align=justify>(2) </P>
<P style="margin:0px; padding-left:48px; text-indent:96px" align=justify>That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial <I>bona fide</I> offering thereof.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:48px" align=justify>(3) </P>
<P style="margin:0px; padding-left:48px; text-indent:96px" align=justify>To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.</P>
<P style="margin:0px" align=justify><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; text-indent:48px" align=justify>2. </P>
<P style="margin:0px; text-indent:96px" align=justify><I><U>Item 512(b) of Regulation S-K</U></I>. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant&#146;s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial <I>bona fide</I> offering thereof.</P>
<P style="margin:0px" align=justify><BR>
<BR></P>
<P style="margin:0px" align=center>20</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin-top:0px; margin-bottom:-16px; text-indent:48px; page-break-before:always" align=justify>3. </P>
<P style="margin:0px; text-indent:96px" align=justify><I><U>Item 512(h) of Regulation S-K</U></I>. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.</P>
<P style="margin:0px"><BR>
<BR></P>
<P style="margin:0px" align=center>21</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always"><BR></P>
<P style="margin:0px" align=center><B>SIGNATURES</B></P>
<P style="margin:0px">&nbsp;</P>
<P style="margin:0px; text-indent:48px" align=justify>Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on this 4th day of August, 2009.</P>
<P style="margin:0px">&nbsp;</P>
<TABLE style="font-size:10pt" cellspacing=0><TR height=0 style="font-size:0"><TD width=345.6></TD><TD width=28.8></TD><TD width=345.6></TD></TR>
<TR><TD valign=top width=345.6><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=374.4 colspan=2><P style="margin:0px"><B>SINO PAYMENTS, INC. </B></P>
</TD></TR>
<TR><TD valign=top width=345.6><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=28.8><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=345.6><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD valign=top width=345.6><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=28.8><P style="margin:0px">By:</P>
</TD><TD style="border-bottom:1px solid #000000" valign=top width=345.6><P style="margin:0px"><I>/s/ Matthew Mecke</I></P>
</TD></TR>
<TR><TD valign=top width=345.6><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=28.8><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=345.6><P style="margin:0px">Matthew Mecke</P>
</TD></TR>
<TR><TD valign=top width=345.6><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=28.8><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=345.6><P style="margin:0px">Chief Executive Officer</P>
</TD></TR>
</TABLE>
<P style="margin:0px">&nbsp;</P>
<P style="margin:0px"><BR>
<BR></P>
<P style="margin:0px" align=center>22</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always"><BR></P>
<P style="margin:0px" align=center><B>POWER OF ATTORNEY AND SIGNATURES</B></P>
<P style="margin:0px">&nbsp;</P>
<P style="margin:0px; text-indent:48px" align=justify>We, the undersigned officers and directors of Sino Payments, Inc. hereby severally constitute and appoint Matthew Mecke,&nbsp;and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Sino Payments, Inc., to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.</P>
<P style="margin:0px">&nbsp;</P>
<P style="margin:0px; text-indent:48px">Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.</P>
<P style="margin:0px" align=justify>&nbsp;</P>
<TABLE style="font-size:10pt" cellspacing=0><TR height=0 style="font-size:0"><TD width=156.2></TD><TD width=28.8></TD><TD width=283.067></TD><TD width=28.733></TD><TD width=143.867></TD></TR>
<TR><TD valign=top width=156.2><P style="margin:0px" align=center><B><U>Signature</U></B></P>
</TD><TD valign=top width=28.8><P style="margin:0px"><B>&nbsp;</B></P>
</TD><TD valign=top width=283.067><P style="margin:0px" align=center><B><U>Title</U></B></P>
</TD><TD valign=top width=28.733><P style="margin:0px"><B>&nbsp;</B></P>
</TD><TD valign=top width=143.867><P style="margin:0px" align=center><B><U>Date</U></B></P>
</TD></TR>
<TR><TD valign=top width=156.2><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=28.8><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=283.067><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=28.733><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=143.867><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD style="border-bottom:1px solid #000000" valign=top width=156.2><P style="margin:0px"><I>/s/ Mathew Mecke</I></P>
</TD><TD valign=top width=28.8><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=283.067><P style="margin:0px">Director, CEO, President, Treasurer &amp; Secretary </P>
</TD><TD valign=top width=28.733><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=143.867><P style="margin:0px">August 4, 2009</P>
</TD></TR>
<TR><TD valign=top width=156.2><P style="margin:0px">Mathew Mecke</P>
</TD><TD valign=top width=28.8><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=283.067><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=28.733><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=143.867><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD valign=top width=156.2><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=28.8><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=283.067><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=28.733><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=143.867><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD style="border-bottom:1px solid #000000" valign=top width=156.2><P style="margin:0px"><I>/s/ Anthony Robinson</I></P>
</TD><TD valign=top width=28.8><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=283.067><P style="margin:0px">Director</P>
</TD><TD valign=top width=28.733><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=143.867><P style="margin:0px">August 4, 2009</P>
</TD></TR>
<TR><TD valign=top width=156.2><P style="margin:0px">Anthony Robinson</P>
</TD><TD valign=top width=28.8><P>&nbsp;</P></TD><TD valign=top width=283.067><P>&nbsp;</P></TD><TD valign=top width=28.733><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=143.867><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD valign=top width=156.2><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=28.8><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=283.067><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=28.733><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=143.867><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD valign=top width=156.2><P>&nbsp;</P></TD><TD valign=top width=28.8><P>&nbsp;</P></TD><TD valign=top width=283.067><P>&nbsp;</P></TD><TD valign=top width=28.733><P>&nbsp;</P></TD><TD valign=bottom width=143.867><P>&nbsp;</P></TD></TR>
<TR><TD style="border-bottom:1px solid #000000" valign=top width=156.2><P style="margin:0px"><I>/s/ Paul Manning</I></P>
</TD><TD valign=top width=28.8><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=283.067><P style="margin:0px">Director</P>
</TD><TD valign=top width=28.733><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=143.867><P style="margin:0px">August 4, 2009</P>
</TD></TR>
<TR><TD valign=top width=156.2><P style="margin:0px">Paul Manning</P>
</TD><TD valign=top width=28.8><P>&nbsp;</P></TD><TD valign=top width=283.067><P>&nbsp;</P></TD><TD valign=top width=28.733><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=143.867><P style="margin:0px">&nbsp;</P>
</TD></TR>
</TABLE>
<P style="margin:0px"><BR>
<BR></P>
<P style="margin:0px" align=center>23</P>
<P style="margin:0px" align=center><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; page-break-before:always"><BR></P>
<P style="margin:0px" align=center><B>INDEX TO EXHIBITS</B></P>
<P style="margin:0px" align=center><BR></P>
<TABLE style="font-size:10pt" cellspacing=0 align=center><TR height=0 style="font-size:0"><TD width=91.267></TD><TD width=486.733></TD></TR>
<TR><TD valign=top width=91.267><P style="margin:0px" align=center><B>Exhibit</B> </P>
</TD><TD valign=top width=486.733><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD valign=top width=91.267><P style="margin:0px" align=center><B>Number</B> </P>
</TD><TD valign=top width=486.733><P style="margin:0px"><B>Description of Exhibit</B> </P>
</TD></TR>
<TR><TD style="background-color:#CCFFCC" valign=top width=91.267><P style="margin:0px" align=center>3.01 </P>
</TD><TD style="background-color:#CCFFCC" valign=top width=486.733><P style="margin:0px">Articles of Incorporation<SUP>(1)</SUP> </P>
</TD></TR>
<TR><TD valign=top width=91.267><P style="margin:0px" align=center>3.01</P>
</TD><TD valign=top width=486.733><P style="margin:0px">Restated Articles of Incorporation<SUP>(1)</SUP></P>
</TD></TR>
<TR><TD style="background-color:#CCFFCC" valign=top width=91.267><P style="margin:0px" align=center>3.03</P>
</TD><TD style="background-color:#CCFFCC" valign=top width=486.733><P style="margin:0px">Bylaws<SUP>(1)</SUP> </P>
</TD></TR>
<TR><TD valign=top width=91.267><P style="margin:0px" align=center>4.01</P>
</TD><TD valign=top width=486.733><P style="margin:0px">2009 Stock Incentive Plan<SUP>(2)</SUP></P>
</TD></TR>
<TR><TD style="background-color:#CCFFCC" valign=top width=91.267><P style="margin:0px" align=center>4.02</P>
</TD><TD style="background-color:#CCFFCC" valign=top width=486.733><P style="margin:0px">Sample Qualified Stock Option Grant Agreement<SUP>(2)</SUP></P>
</TD></TR>
<TR><TD valign=top width=91.267><P style="margin:0px" align=center>4.03</P>
</TD><TD valign=top width=486.733><P style="margin:0px">Sample Non-Qualified Stock Option Grant Agreement<SUP>(2)</SUP></P>
</TD></TR>
<TR><TD style="background-color:#CCFFCC" valign=top width=91.267><P style="margin:0px" align=center>4.04</P>
</TD><TD style="background-color:#CCFFCC" valign=top width=486.733><P style="margin:0px">Sample Performance-Based Award Agreement<SUP>(2)</SUP></P>
</TD></TR>
<TR><TD valign=top width=91.267><P style="margin:0px" align=center>5.01</P>
</TD><TD valign=top width=486.733><P style="margin:0px">Consent of Carrillo Huettel, LLP<SUP>(2)</SUP></P>
</TD></TR>
<TR><TD style="background-color:#CCFFCC" valign=top width=91.267><P style="margin:0px" align=center>23.1</P>
</TD><TD style="background-color:#CCFFCC" valign=top width=486.733><P style="margin:0px">Consent of Malone &amp; Bailey, PC<SUP>(2)</SUP></P>
</TD></TR>
<TR><TD valign=top width=91.267><P>&nbsp;</P></TD><TD valign=top width=486.733><P>&nbsp;</P></TD></TR>
</TABLE>
<P style="margin:0px">_____________</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px">1.</P>
<P style="margin:0px; padding-left:48px">Incorporated by reference to our Registration Statement on Form SB-2 filed with the SEC on November 19, 2008. </P>
<P style="margin:0px"><BR></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:48px; text-indent:-24px">2.</P>
<P style="margin:0px; padding-left:48px">Filed herewith. </P>
<P style="margin:0px"><BR></P>
<P style="margin:0px"><BR>
<BR></P>
<P style="margin:0px" align=center>24</P>
<P style="margin:0px" align=center><BR></P>
</DIV></BODY>
<!-- EDGAR Validation Code: 8D5D4712 -->
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "sinos8.htm", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 136313}]
{"company-data": {"conformed-name": "SINO PAYMENTS, INC.", "cik": "0001417664", "assigned-sic": "8742", "irs-number": "000000000", "state-of-incorporation": "NV", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-161047", "film-number": "09987463"}, "business-address": {"street1": "UNIT T25, GF BANGKOK BANK BUILDING", "street2": "18 BONHAM STRAND WEST", "city": "SHEUNG WAN", "state": "K3", "zip": "NONE", "phone": "1-203-652-0130"}, "mail-address": {"street1": "UNIT T25, GF BANGKOK BANK BUILDING", "street2": "18 BONHAM STRAND WEST", "city": "SHEUNG WAN", "state": "K3", "zip": "NONE"}, "former-company": [{"former-conformed-name": "Sino Payments, Inc.", "date-changed": "20081202"}, {"former-conformed-name": "China Soaring Inc.", "date-changed": "20071106"}]}
S-8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SINO PAYMENTS, INC.
(f.k.a. China Soaring, Inc.)
(Exact name of registrant as specified in its charter)
Nevada
333-147493
26-3767331
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of Incorporation)
Identification Number)
Unit T25, GF Bangkok Bank Building
18 Bonham Strand West
Sheung Wan, Hong Kong
(Address of principal executive offices)
(852) 2544-0733
(Registrant's Telephone Number)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
.
Accelerated filer
.
Non-accelerated filer
.
(Do not check if a smaller reporting company)
Smaller reporting company
X
.
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be Registered
(1)
Proposed Maximum Offering Price Per Share
(3)
Proposed Maximum Aggregate Offering Price
(3)
Amount of Registration Fee
Common Stock, $0.001 par value per share
10,000,000
$0.06
$ 600,000
$39.06
(1)
This Registration Statement also covers such indeterminate number of shares of common stock as
may be issuable from time to time in respect of stock splits, stock dividends and similar transactions as contemplated by Rule 416 under the Securities Act of 1933, as amended, and the anti-dilution provisions of the Registrant's 2009 Stock Incentive Plan.
(2)
Pursuant to Rule 457 of the Securities Act of 1933, as amended, the proposed maximum offering price per share is estimated solely for the purpose of computing the registration fee and is based on the average of the high and low sale prices of the common stock as reported on the Over-the-Counter Bulletin Board (the "OTCBB"). On July 30, 2009, the average of the high and low sales prices of the common stock, as reported on the OTCBB, was $0.07.
2
EXPLANATORY NOTE
This Registration Statement for Sino Payments, Inc., a Nevada corporation. (the "Company") contains two parts. The first part contains a re-offer prospectus prepared in accordance with the requirements of Part I of Form S-3 (in accordance with the General Instruction C to Form S-8) which covers reoffers and resales of "control securities" (as such term is defined in General Instruction C to Form S-8) of the Company. The reoffer prospectus relates to up to 1,210,400 shares of Common Stock that have been issued to: (i) Mr. Matthew Mecke, Mr. Paul Manning and Mr. Anthony Robinson in connection with their current affiliation with the Company as the Company's, Director, Chief Executive Officer, President, Treasurer and Secretary and as members of the Board of Director, respectively. The Company has awarded (i) Mr. Mecke 800,000 shares of common stock representing the conversion of of $32,000 of total accrued compensation converted at a rate of $0.04 per share and Mr. Robinson 205,200 shares of common stock representing the conversion of of $8,208 of total accrued compensation converted at a rate of $0.04 per share each.
PART I
ITEM 1.
PLAN INFORMATION.
The information required by Item 1 is included in documents sent or given to participants in the plan covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not being filed with the Securities and Exchange Commission, but constitute, along with the documents incorporated by reference into this Registration Statement, a prospectus that meets the requirements of Section 10(a) of the Securities Act.
ITEM 2.
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Company will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Those documents are incorporated by reference in the Section 10(a) prospectus. Requests should be directed to Carrillo Huettel, LLP 501 W. Broadway Suite 800, San Diego, CA 92101, telephone (619) 399-3090.
3
Note
: The re-offer prospectus referred to in the Explanatory Note follows this page.
SINO PAYMENTS, INC.
REOFFER PROSPECTUS
10,000,000 Shares of Common Stock
This Prospectus relates to shares (the "Shares") of Common Stock, par value $0.001 per share ("Common Stock"), of Sino Payments, Inc., a Nevada corporation (the "Company") which may be offered and sold from time to time by a certain shareholder of the Company (the "Selling Shareholder") who has acquired such Shares pursuant to various Agreements with the Company. See "Selling Shareholders."
We will not receive any of the proceeds from the sale of these shares by the Selling Shareholder. See "Use of Proceeds."
We have agreed to pay the expenses in connection with the registration of these Shares.
Our Common Stock is listed on the Over-the-Counter Bulletin Board, also called the OTCBB, under the trading symbol "SNPY.OB." The last reported trade price for our Common Stock on July 28, 2009, was $0.06 per share.
INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" SECTION OF THIS PROSPECTUS FOR CERTAIN RISKS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
4
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere or incorporated by reference in this prospectus. Accordingly, it does not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the information under "Risk Factors" and the consolidated financial statements and the notes thereto included elsewhere in this prospectus before making an investment decision. Unless the context otherwise requires, references to "we," "us" or "our" refer collectively to Sino Payments, Inc.
SINO PAYMENTS, INC.
We were incorporated in the State of Nevada on June 26, 2007. On November 26, 2008, China Soaring Inc. effected a name change to Sino Payments, Inc. Since inception, we incorporated the company, hired the attorney, and hired the auditor for the preparation of all quarterly and annual reports and we have made significant steps to develop and further our business plan, including creating our Global Processing Platform ("SinoPay GPP") and establishing our website ww.sinopayments.com. Our central business is to provide credit and debit card processing services to retailers such as large department stores, regional supermarket chains, and other retailers with a presence in multiple markets in Asia to specifically include China.
On August 1, 2008 we completed a public offering whereby we sold 4,860,000 shares of common stock to 50 investors raising $81,000.
On May 27, 2009, we signed a Memorandum of Understanding with BCS Holdings, Inc., a California corporation ("BCS") to cooperate in identifying and acquiring additional merchants in China and Asia. Sino Payments and BCS have undertaken to cooperate to develop a merchant sales and marketing program for Greater China and other in Asia by the end of 2009 on behalf of Sino Payments. BCS is a full service payment solutions provider for traditional and internet businesses, with strategic partnerships and alliances with Chase Paymentech, National Processing Company, First Data, Bank of America, Telecheck, Verifone, Discover Network, China UnionPay, JCB International Credit Card Co., Ltd. and United Commercial Bank.
On April 23, 2009 , we completed our Global Processing Platform ("SinoPay GPP") and we are currently in the process of deploying this solution in Shanghai to provide IP credit and debit card processing services to its' customers in China. This updated SinoPay GPP system will facilitate the processing of all credit card types (Visa/MC/AMEX/Diners/Discover/JCB) and will be integrated with China UnionPay to provide processing of UnionPay Debit cards in China. The SinoPay GPP can be deployed in any country to provide efficient IP processing of all credit card types and has been specifically designed for roll out around the region in Asia.
On April 29, 2009, we entered into a
Service Agreement with PowerE2E China, a Chinese corporation ("PowerE2E") to provide credit and debit card processing services in China. The agreement is for card processing services for PowerE2E's clients as well as directly for PowerE2E transactions. The first project is for an ecommerce client site and PowerE2E and Sino Payments are working on additional joint business development opportunities to provide service to PowerE2E's existing customer base. The SinoPay GPP system is being deployed on site at PowerE2E's Headquarter location in Shanghai.
On June 4, 2009, the Company filed "Form 10 Type Information" on Form 8-K reflecting the fact that based on the foregoing and the current plan of operations that the Company, as of that date, ceased to be a "shell company" as that term is defined pursuant to Rule 405 of the Securities Act of 1933.
OFFERING SUMMARY
Securities being offered by the selling shareholder
1,210,400 shares of our Common Stock.
Use of Proceeds
We will not receive any proceeds from the sales of the shares of Common Stock being offered by the selling shareholders.
Trading
Our Common Stock is listed on the OTCBB under the symbol "SNPY.OB".
5
RISK FACTORS
You should carefully consider the risks described below before making an investment in us. The risks and uncertainties described below are not the only ones facing us, and there may be additional risks that we do not presently know of or that we presently consider immaterial. All of these risks may impair our business operations. If any of the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected. In such case, the trading price of our Class A Common Stock could decline, and you may lose all or part of your investment.
Risk Factors.
Investing in our common stock involves a high degree of risk. Prospective investors should carefully consider the risks described below, together with all of the other information included or referred to in this Form S-8, before purchasing shares of our common stock. There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. The risks described below are not the only risks we will face. If any of these risks actually occurs, our business, financial condition or results of operations may be materially adversely affected. In such case, the trading price of our common stock could decline and investors in our common stock could lose all or part of their investment. The risks and uncertainties described below are not exclusive and are intended to reflect the material risks that are specific to us , material risks related to our industry and material risks related to companies that undertake a public offering or seek to maintain a class of securities that is registered or traded on any exchange or over-the-counter market.
There are numerous risks, known and unknown, that may prevent us from achieving our goals including, but not limited to, those described below. Additional unknown risks may also impair our financial performance and business operations. Our business, financial condition and/or results of operations may be materially adversely affected by the nature and impact of these risks. In such case, the market value of our securities could be detrimentally affected, and investors may lose part or all of their investment. Please refer to the information contained under the section entitled "Description of the Business" of this report for further details pertaining to our business and financial condition.
Risks Relating to Our Business
Unauthorized disclosure of merchant and cardholder data, whether through breach of our computer systems or otherwise, could expose us to liability and protracted and costly litigation.
Our computer systems could be subject to penetration by hackers and we may be subject to liability, including claims for unauthorized purchases with misappropriated bank card information, impersonation or other similar fraud claims. We could also be subject to liability for claims relating to misuse of personal information, such as unauthorized marketing purposes.
We are subject to the business cycles and credit risk of our merchants, which could negatively impact our financial results.
A recessionary economic environment could have a negative impact on our merchants, which could, in turn, negatively impact our financial results, particularly if the recessionary environment disproportionately affects some of the market segments that represent a larger portion of our bank card processing volume, like restaurants. If our merchants make fewer sales of their products and services, we will have fewer transactions to process, resulting in lower revenue. In addition, we have a certain amount of fixed and semi-fixed costs, including rent, processing contractual minimums and salaries, which could limit our ability to quickly adjust costs and respond to changes in our business and the economy.
The payment processing industry is highly competitive and we compete with certain firms that are larger and that have greater financial resources.
Such competition could increase, which would adversely influence our prices to merchants, and as a result, our operating margins. The market for payment processing services is highly competitive. Other providers of payment processing services have established a sizable market share in the small- and medium-size merchant processing sector.
We have potential liability for fraudulent bank card transactions initiated by merchants.
Merchant fraud occurs when a merchant knowingly uses a stolen or counterfeit bank card or card number to record a false sales transaction, processes an invalid bank card or intentionally fails to deliver the merchandise or services sold in an otherwise valid transaction. We are working to establish systems and procedures designed to detect and reduce the impact of merchant fraud, but we cannot assure you that these measures are or will be effective. Failure to effectively manage risk and prevent fraud could increase our liability, such liability could have an adverse effect on our operating results and financial condition.
6
Current or future bank card network rules and practices could adversely affect our business.
The rules of the bank card networks are set by their boards, which may be strongly influenced by member banks, in some cases by the card issuers and some of those banks and issuers are our competitors with respect to these processing services. Many banks directly or indirectly sell processing services to merchants in direct competition with us. These banks could attempt, by virtue of their membership in the network, to alter the networks' rules or policies to the detriment of non-members like us. The bank card networks or issuers who maintain our registrations or arrangements or the current bank card network or issuer rules allowing us to market and provide payment processing services may not remain in effect. The termination of our registration or our status as an Independent Sales Organization or Member Service Provider, or any changes in card network or issuer rules that limit our ability to provide payment processing services, could have an adverse effect on our bank card processing volumes, revenues or operating costs. In addition, if we were precluded from processing Visa and MasterCard bank card transactions, we would lose substantially all of our revenues.
Our systems and our third-party providers' systems may fail due to factors beyond our control, which could interrupt our service, cause us to lose business and increase our costs.
We will depend on the efficient and uninterrupted operation of our computer network systems, software, data center and telecommunications networks, as well as the systems of third parties. Our systems and operations or those of our third-party providers could be exposed to damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications failure, unauthorized entry and computer viruses. Our property and business interruption insurance may not be adequate to compensate us for all losses or failures that may occur. Defects in our systems or those of third parties, errors or delays in the processing of payment transactions, telecommunications failures or other difficulties could result in:
·
loss of revenues;
·
loss of merchants, although our contracts with merchants do not expressly provide a right to terminate for business interruptions;
·
loss of merchant and cardholder data;
·
harm to our business or reputation;
·
exposure to fraud losses or other liabilities;
·
negative publicity;
·
additional operating and development costs; and/or
·
diversion of technical and other resources.
If we lose key personnel or are unable to attract additional qualified personnel as we grow, our business could be adversely affected.
We are dependent upon the ability and experience of a number of our key personnel who have substantial experience with our operations, the rapidly changing payment processing industry and the selected markets in which we offer our services. It is possible that the loss of the services of one or a combination of our senior executives or key managers, particularly Matthew Mecke, our Chief Executive Officer, would have an adverse effect on our operations. Our success also depends on our ability to continue to attract, manage and retain other qualified middle management and technical and clerical personnel as we grow. We may not continue to attract or retain such personnel.
Governmental regulations designed to protect or limit access to consumer information could adversely affect our ability to effectively provide our services to merchants.
Governmental bodies in the United States and China, have adopted, or are considering the adoption of, laws and regulations restricting the transfer of, and safeguarding, non-public personal information. For example, in the United States, all financial institutions must undertake certain steps to ensure the privacy and security of consumer financial information.
7
Our operating results are subject to seasonality, which could result in fluctuations in our quarterly net income.
We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our revenues as a result of consumer spending patterns. Historically our revenues have been strongest in our second and third quarters, and weakest in our first quarter.
We may need to raise additional funds to finance our future capital needs, which may prevent us from growing our business.
We may need to raise additional funds to finance our future capital needs including completing the developing new products and technology, and operating expenses. We may need additional financing earlier than we anticipate if we:
·
expand faster than our internally generated cash flow can support;
·
purchase portfolio equity (the portion of our commissions that we have committed to our sales force for as long as the merchant processes with us, which we may buy out at an agreed multiple) from a large number of Relationship Managers or sales managers;
·
add new merchant accounts faster than expected;
·
need to reduce pricing in response to competition;
·
repurchase our common stock; or
·
acquire complementary products, businesses or technologies.
If we raise additional funds through the sale of equity securities, these transactions may dilute the value of our outstanding common stock. We may also decide to issue securities, including debt securities that have rights, preferences and privileges senior to our common stock. We may be unable to raise additional funds on terms favorable to us or at all. If financing is not available or is not available on acceptable terms, we may be unable to fund our future needs. This may prevent us from increasing our market share, capitalizing on new business opportunities or remaining competitive in our industry.
Risks Relating to the Common Stock
The Company's stock price may be volatile
.
The market price of the Company's common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond the Company's control, including the following:
·
technological innovations or new products and services by the Company or its competitors;
·
additions or departures of key personnel;
·
limited "public float" following the Reorganization , in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for the common stock;
·
the Company's ability to execute its business plan;
·
operating results that fall below expectations;
·
loss of any strategic relationship;
·
industry developments;
·
economic and other external factors; and
·
period-to-period fluctuations in the Company's financial results.
In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of the Company's common stock.
8
There is currently no liquid trading market for the Company's common stock and the Company cannot ensure that one will ever develop or be sustained
.
The Company's common stock is currently approved for quotation on the OTC Bulletin Board trading under the symbol SNPY.OB. However, there is limited trading activity and not currently a liquid trading market. There is no assurance as to when or whether a liquid trading market will develop, and if such a market does develop, there is no assurance that it will be maintained. Furthermore, for companies whose securities are quoted on the Over-The-Counter Bulletin Board maintained by the National Association of Securities Dealers, Inc. (the "OTCBB"), it is more difficult (1) to obtain accurate quotations, (2) to obtain coverage for significant news events because major wire services generally do not publish press releases about such companies, and (3) to obtain needed capital. As a result, purchasers of the Company's common stock may have difficulty selling their shares in the public market, and the market price may be subject to significant volatility.
Offers or availability for sale of a substantial number of shares of the Company's common stock may cause the price of the Company's common stock to decline or could affect the Company's ability to raise additional working capital
.
If the Company's current stockholders seek to sell substantial amounts of common stock in the public market either upon expiration of any required holding period under Rule 144 or pursuant to an effective registration statement, it could create a circumstance commonly referred to as "overhang," in anticipation of which the market price of the Company's common stock could fall substantially. The existence of an overhang, whether or not sales have occurred or are occurring, also could make it more difficult for the Company to raise additional financing in the future through sale of securities at a time and price that the Company deems acceptable.
The Company's common stock is currently deemed to be "penny stock", which makes it more difficult for investors to sell their shares
.
The Company's common stock is currently subject to the "penny stock" rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for the Company's securities. If the Company's securities are subject to the penny stock rules, investors will find it more difficult to dispose of the Company's securities.
The elimination of monetary liability against the Company's directors, officers and employees under Nevada law and the existence of indemnification rights to the Company's directors, officers and employees may result in substantial expenditures by the Company and may discourage lawsuits against the Company's directors, officers and employees
.
The Company's certificate of incorporation does not contain any specific provisions that eliminate the liability of directors for monetary damages to the Company and the Company's stockholders; however, the Company is prepared to give such indemnification to its directors and officers to the extent provided by Nevada law. The Company may also have contractual indemnification obligations under its employment agreements with its executive officers. The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which the Company may be unable to recoup. These provisions and resultant costs may also discourage the Company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by the Company's stockholders against the Company's directors and officers even though such actions, if successful, might otherwise benefit the Company and its stockholders.
9
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Under the Private Securities Litigation Reform Act of 1995, companies are provided with a "safe harbor" for making forward-looking statements about the potential risks and rewards of their strategies. Forward-looking statements often include the words "believe," "expect," "anticipate," "intend," "plan," "estimate" or similar expressions. In this prospectus, forward-looking statements also include:
·
Statements about our business plans;
·
Statements about the potential for the development, regulatory approval and public acceptance of new products;
·
Estimates of future financial performance;
·
Predictions of national or international economic, political or market conditions;
·
Statements regarding other factors that could affect our future operations or financial position; and
·
Other statements that are not matters of historical fact.
Our ability to achieve our goals depends on many known and unknown risks and uncertainties, including changes in general economic and business conditions. These factors could cause our actual performance and results to differ materially from those described or implied in forward-looking statements. Factors that could cause or contribute to such differences include, among others:
·
The success of our research and development activities and the speed with which regulatory authorizations and product launches may be achieved;
·
Our ability to continue to manage our costs;
·
Our ability to successfully market new and existing products in new and existing domestic and international markets;
·
The effect of weather conditions and commodity markets on the agriculture business;
·
Our exposure to lawsuits and other liabilities and contingencies;
·
The accuracy of our estimates and projections, for example, those with respect to product returns and grower use of our products and related distribution inventory levels;
·
Our ability to obtain payment for the products that we sell;
·
The effects of our accounting policies and changes in generally accepted accounting principles;
·
Our ability to fund our short-term financing needs;
·
General economic and business conditions; and
·
Any changes in business, political and economic conditions due to threat of future terrorist activity and related military action.
These forward-looking statements speak only as of the date of this prospectus. We believe it is in the best interest of our investors to use forward-looking statements in discussing future events. However, we are not required to, and you should not rely on us to, revise or update these statements or any factors that may affect actual results, whether as a result of new information, future events or otherwise.
10
USE OF PROCEEDS
We will not receive any proceeds from the issuance of Shares to the Selling Shareholder.
SINO PAYMENTS, INC.
2009 EQUITY COMPENSATION PLAN
Introduction
The following descriptions summarize certain provisions of our 2009 Stock Incentive Plan (the "2009 Plan"). This summary is not complete and is qualified by reference to the full text of the plan, a copy of which has been filed as an exhibit to the registration statement of which this prospectus is a part. Each person receiving a plan option or stock award under the 2009 Plan should read the plan in its entirety.
On July 24, 2009, our Board of Directors authorized the 2009 Plan. Our Board of Directors adopted the 2009 Plan to permit us to offer to our employees, officers, directors and consultants whose past, present and/or potential contributions to our company have been, are or likely to be, important to our success an opportunity to acquire a proprietary interest in the Company. We believe that the types of long-term incentive awards that may be provided under the 2009 Plan will enable us to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of our businesses.
The 2009 Plan authorizes the grant of:
·
options which quality as "incentive stock options" ("ISOs") under Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code");
·
options which do not qualify as ISOs ("non-qualified options" or "NSOs");
·
awards of our common stock;
·
stock appreciation rights;
·
grants of restricted stock; and
·
other stock-based awards, subject to limitations under applicable law.
The issuance of grants under the 2009 Plan will be made to persons who are closely related to us and who provide bona fide services to us in connection with our business. Under Federal securities laws, these services cannot be in connection with the offer of sale of our securities in a capital raising transaction nor directly or indirectly promote or maintain a market for our securities. We have currently reserved 10,000,000 of our authorized but unissued shares of common stock for issuance under the 2009 Plan.
The 2009 Plan is administered by our Board of Directors or an underlying committee (the "Committee"). The Board of Directors or the Committee determines from time to time to whom stock grants or plan options are to be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted, the type of options to be granted, the dates such plan options become exercisable, the number of shares subject to each option, the purchase price of such shares and the form of payment of such purchase price. All other questions relating to the administration of the 2009 Plan, and the interpretation of the provisions thereof and of the related option agreements, are resolved by the Board or Committee.
The stock rights granted under the 2009 Plan will be authorized, but unissued shares of our common stock or shares of common stock reacquired by us in any manner. If any stock rights granted under the 2009 Plan should expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, the shares of common stock subject to such stock rights will again be available for grants of stock rights under the 2009 Plan. The term of each plan option and the manner in which it may be exercised is determined by the Board of Directors or the compensation committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant.
The exercise price per share for each NSO granted, and the purchase price per share of stock granted in any award or authorized as a purchase, cannot be less than minimum legal consideration required therefore under the laws of any jurisdiction in which we or our successors in interest may be organized. The exercise price per share for each ISO granted cannot be less than the fair market value per share of common stock on the date of such grant. In the case of an ISO to be granted to an employee owning stock possessing more than 10% of the total combined voting power of all classes of our company, the price per share cannot be less than 110% of the fair market value per share of common stock on the date of grant.
11
The shares of common stock which a recipient of an authorization to make a purchase may be subject to specified restrictions, to be determined by the Board, and may include the requirement of continued employment with our company or a subsidiary or achievement of certain performance objectives, among other conditions. Awards of the common stock may be made to a recipient as a bonus or as additional compensation, as determined by the Board of Directors.
Plan options are exercisable by delivery of written notice to us stating the number of shares with respect to which the option is being exercised, together with full payment of the purchase price therefor. Payment for the exercise price of the plan option can be in cash, check, certified or bank cashier's check, promissory note secured by the shares issued through exercise of the related options, shares of common stock or in such other form or combination of forms which shall be acceptable to the Board of Directors or the Committee; provided that any loan or guarantee by us of the purchase price may only be made upon resolution of the Board or Committee that such loan or guarantee is reasonably expected to benefit us.
All plan options are non-assignable and non-transferable except by will or by the laws of descent and distribution and during the lifetime of the optionee may be exercised only by such optionee. If an optionee dies while our employee or within three months after termination of employment by us because of disability, or retirement or otherwise, such options may be exercised, to the extent that the optionee shall have been entitled to do so on the date of death or termination of employment, by the person or persons to whom the optionee's right under the option pass by will or applicable law, or if no such person has such right, by his executors or administrators. In the event of termination of employment because of death while an employee or because of disability, the optionee's options may be exercised not later than the expiration date specified in the option or one year after the optionee's death, whichever date is earlier, or in the event of termination of employment because of retirement or otherwise, not later than the expiration date specified in the option or one year after the optionee's death, whichever date is earlier.
If an optionee's employment by us terminates because of disability and such optionee has not died within the following three months, the options may be exercised, to the extent that the optionee shall have been entitled to do so at the date of the termination of employment, at any time, or from time to time, but not later than the expiration date specified in the option or one year after termination of employment, whichever date is earlier. If an optionee's employment shall terminate for any reason other than death or disability, optionee may exercise the options to the same extent that the options were exercisable on the date of termination, for up to three months following such termination, or on or before the expiration date of the options, whichever occurs first. In the event that the optionee was not entitled to exercise the options at the date of termination or if the optionee does not exercise such options (which were then exercisable) within the time specified herein, the options shall terminate. If an optionee's employment shall terminate for any reason other than death, disability or retirement, all right to exercise the option shall terminate not later than 90 days following the date of such termination of employment.
The Board of Directors or Committee may amend, suspend or terminate the 2009 Plan at any time; however, no such action may prejudice the rights of any holder of a stock grant or optionee who has prior thereto been granted options under the plan. In addition, no amendment may be made to the 2009 Plan which has the effect of increasing the aggregate number of shares subject to this plan (except for adjustments due to changes in our capitalization) or changing the definition of "Eligible Person" under the plan unless and until approved by our shareholders, if required, in the same manner as approval of the 2009 Plan. Any such termination of the 2009 Plan shall not affect the validity of any stock grants or options previously granted thereunder. Unless the 2009 Plan shall theretofore have been suspended or terminated by the Board of Directors, the plan will terminate on August 1, 2019.
Federal Income Tax Effects
The following discussion applies to the 2009 Plan and is based on federal income tax laws and regulations in effect on June 30, 2009. It does not purport to be a complete description of the federal income tax consequences of the 2009 Plan, nor does it describe the consequences of state, local or foreign tax laws, which may be applicable. Accordingly, any person receiving a grant under the 2009 Plan should consult with his own tax adviser.
The 2009 Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974 and is not qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended.
12
An employee granted an incentive stock option does not recognize taxable income either at the date of grant or at the date of its timely exercise. However, the excess of the fair market value of common stock received upon exercise of the incentive stock option over the exercise price is an item of tax preference under Section 57(a)(3) of the Internal Revenue Code and may be subject to the alternative minimum tax imposed by Section 55 of the code. Upon disposition of stock acquired on exercise of an incentive stock option, long-term capital gain or loss is recognized in an amount equal to the difference between the sales price and the incentive option exercise price, provided that the option holder has not disposed of the stock within two years from the date of grant and within one year from the date of exercise. If the incentive option holder disposes of the acquired stock (including the transfer of acquired stock in payment of the exercise price of an incentive stock option) without complying with both of these holding period requirements ("Disqualifying Disposition"), the option holder will recognize ordinary income at the time of such Disqualifying Disposition to the extent of the difference between the exercise price and the lesser of the fair market value of the stock on the date the incentive option is exercised (the value six months after the date of exercise may govern in the case of an employee whose sale of stock at a profit could subject him to suit under Section 16(b) of the Securities Exchange Act of 1934) or the amount realized on such Disqualifying Disposition. Any remaining gain or loss is treated as a short-term or long-term capital gain or loss, depending on how long the shares are held. In the event of a Disqualifying Disposition, the incentive stock option tax preference described above may not apply (although, where the Disqualifying Disposition occurs subsequent to the year the incentive stock option is exercised, it may be necessary for the employee to amend his return to eliminate the tax preference item previously reported). We are not entitled to a tax deduction upon either exercise of an incentive option or disposition of stock acquired pursuant to such an exercise, except to the extent that the option holder recognized ordinary income in a Disqualifying Disposition.
If the holder of an incentive stock option pays the exercise price, in full or in part, with shares of previously acquired common stock, the exchange should not affect the incentive stock option tax treatment of the exercise. No gain or loss should be recognized on the exchange, and the shares received by the employee, equal in number to the previously acquired shares exchanged therefor, will have the same basis and holding period for long-term capital gain purposes as the previously acquired shares. The employee will not, however, be able to utilize the old holding period for the purpose of satisfying the incentive stock option statutory holding period requirements. Shares received in excess of the number of previously acquired shares will have a basis of zero and a holding period, which commences as of the date the common stock, is issued to the employee upon exercise of the incentive option. If an exercise is effected using shares previously acquired through the exercise of an incentive stock option, the exchange of the previously acquired shares will be considered a disposition of such shares for the purpose of determining whether a Disqualifying Disposition has occurred.
In respect to the holder of non-qualified options, the option holder does not recognize taxable income on the date of the grant of the non-qualified option, but recognizes ordinary income generally at the date of exercise in the amount of the difference between the option exercise price and the fair market value of the common stock on the date of exercise. However, if the holder of non-qualified options is subject to the restrictions on resale of common stock under Section 16 of the Securities Exchange Act of 1944, such person generally recognizes ordinary income at the end of the six-month period following the date of exercise in the amount of the difference between the option exercise price and the fair market value of the common stock at the end of the six-month period. Nevertheless, such holder may elect within 30 days after the date of exercise to recognize ordinary income as of the date of exercise. The amount of ordinary income recognized by the option holder is deductible by us in the year that income is recognized.
In connection with the issuance of stock grants as compensation, the recipient must include in gross income the excess of the fair market value of the property received over the amount, if any, paid for the property in the first taxable year in which beneficial interest in the property either is "transferable" or is not subject to a "substantial risk of forfeiture." A substantial risk of forfeiture exists where rights and property that have been transferred are conditioned, directly or indirectly, upon the future performance (or refraining from performance) of substantial services by any person, or the occurrence of a condition related to the purpose of the transfer, and the possibility of forfeiture is substantial if such condition is not satisfied. Stock grants received by a person who is subject to the short swing profit recovery rule of Section 16(b) of the Securities Exchange Act of 1934 is considered subject to a substantial risk of forfeiture so long as the sale of such property at a profit could subject the shareholder to suit under that section. The rights of the recipient are treated as transferable if and when the recipient can sell, assign, pledge or otherwise transfer any interest in the stock grant to any person. Inasmuch as the recipient would not be subject to the short swing profit recovery rule of Section 16(b) of the Securities Exchange Act of 1934 and the stock grant, upon receipt following satisfaction of condition prerequisites to receipt, will be presently transferable and not subject to a substantial risk of forfeiture, the recipient would be obligated to include in gross income the fair market value of the stock grant received once the conditions to receipt of the stock grant are satisfied.
13
SELLING SHAREHOLDERS
This prospectus relates to shares of our Common Stock that are being registered for reoffers and resales by the Selling Shareholders named below who have acquired shares of our Common Stock pursuant to the Plan. The Selling Shareholders may resell any or all of the shares of our Common Stock at any time they choose while this prospectus is effective.
Executive officers and directors, their family members, trusts for their benefit, or entities that they own or that acquire shares of our Common Stock from a Selling Shareholder may be added to the Selling Shareholders list below by a prospectus supplement filed with the SEC. The number of Shares to be sold by any Selling Shareholder under this prospectus also may be increased or decreased by a prospectus supplement. Although a person's name is included in the table below, neither that person nor we are making an admission that the named person is our "affiliate."
As of July 28, 2009, there were 43,860,000 shares of our Common Stock outstanding.
Name of Selling Shareholder
Number of
Shares
Beneficially Owned Prior to this
Offering (1)
Number of Shares Offered Hereby (1)
Number of
Shares Owned
After this Offering Assuming
All Shares Offered Hereby are sold
Percentage of Ownership
After this Offering (%)
Matthew Mecke (2)
0
800,000
0
0%
Anthony Robinson (3)
0
205,200
0
0%
Paul Manning(4)
0
205,200
0
0%
_____________
(1)
For purposes of this table, we have assumed that the selling shareholder will have sold all of the shares registered under this prospectus upon completion of the offering and that additional shares issuable in connection with certain dilutive events have not been issued.
(2)
Mr. Mecke is the Chief Executive Officer, President, Treasurer and Secretary of the Company and received the shares pursuant to the conversion of $32,000 of accrued compensation; such conversion was at a rate of $0.04 per share.
(3)
Mr. Robinson is a member of the Company's Board of Directors and received the shares pursuant to the conversion of $8,208 of accrued compensation; such conversion was at a rate of $0.04 per share.
(4)
Mr. Manning is a member of the Company's Board of Directors and received the shares pursuant to the conversion of $8,208 of accrued compensation; such conversion was at a rate of $0.04 per share.
PLAN OF DISTRIBUTION
Each selling shareholder of our Common Stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on the OTCBB or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling shareholder may use any one or more of the following methods when selling shares of our Common Stock:
·
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
·
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
·
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
·
an exchange distribution in accordance with the rules of the applicable exchange;
·
privately negotiated transactions;
14
·
settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
·
broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
·
a combination of any such methods of sale;
·
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or
·
any other method permitted pursuant to applicable law.
The selling shareholders may also sell our Common Stock under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the selling shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASDR IM-2440.
In connection with the sale of the our Common Stock or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The selling shareholders may also sell our Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of our Common Stock offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The selling shareholders, and any broker-dealers or agents that are involved in selling our Common Stock, may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of our Common Stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling shareholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock.
We are required to pay certain fees and expenses incurred by us incident to the registration of the shares of our Common Stock. We have agreed to indemnify the selling shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
Because selling shareholders may be deemed to be "underwriters" within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. Each selling shareholder has advised us that they have not entered into any written or oral agreements, understandings or arrangements with any underwriter or broker-dealer regarding the resale of our Common Stock. There is no underwriter or coordinating broker acting in connection with the proposed the resale of our Common Stock by the selling shareholders.
The resale of such shares will be made only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale of such shares may not be made unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended, any person engaged in the distribution of such resale of our Common Stock may not simultaneously engage in market making activities with respect to our Common Stock for a period of two business days prior to the commencement of the distribution. In addition, the selling shareholders will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of our Common Stock by the selling shareholders or any other person. We will make copies of this prospectus available to the selling shareholders and we have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale.
15
LIMITATION ON LIABILITY AND INDEMNIFICATION MATTERS
The Nevada Revised Statutes provide, in general, that a corporation incorporated under the laws of the State of Nevada, such as the Company, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. In the case of a derivative action, a Nevada corporation may indemnify any such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the State of Nevada or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expenses.
WHERE YOU CAN FIND MORE INFORMATION
We are a public company and file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference room. Our SEC filings are also available, at no charge, to the public at the SEC's web site at http://www.sec.gov.
This prospectus is only part of a registration statement on Form S-8 that we have filed with the SEC under the Securities Act of 1933 and therefore omits certain information contained in the registration statement. We have also filed exhibits and schedules to the registration statement that are excluded from this Prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring to any contract or other document. You may inspect or obtain a copy of the registration statement, including the exhibits and schedules, as described in the previous paragraph at no charge from us.
EXPERTS
The financial statements included in our Annual Report on Form 10-K for the fiscal years ended December 31, 2007 and December 31, 2008, which report is incorporated by reference in this prospectus and elsewhere in the registration statement, have been audited by Malone & Bailey, PC, an independent registered public accounting firm, to the extent and for the periods set forth in their reports and are included in reliance upon such report given upon the authority of said firms as experts in auditing and accounting.
LEGAL MATTERS
Carrillo Huettel, LLP, has passed upon the validity of the Common Stock being offered hereby.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Certain Statements contained in, or incorporated by reference in, this Registration Statement are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or the Company's future financial performance. The Company has attempted to identify forward-looking statements by terminology including "anticipates", "believes", "expects", "can", "continue", "could", "estimates", "expects", "intends", "may", "plans", "potential", "predict", "should" or "will" or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company's actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. The Company expectations are as of the date this Registration Statement is filed, and the Company does not intend to update any of the forward-looking statements after the date this Registration Statement is filed to confirm these statements to actual results, unless required by law.
16
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference into this prospectus the information that we file with the SEC in other documents. This means that we can disclose important information to you by referring to other documents that contain that information. The information may include documents filed after the date of this prospectus which update and supersede the information you read in this prospectus. We incorporate by reference the following documents listed below, except to the extent information in those documents is different from the information contained in this prospectus, and all future documents filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, until we terminate the offering of these shares:
(a)
The Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed.
(b)
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above.
(c)
The description of the securities contained in the Registrant's registration statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
You may request a copy of these documents, at no cost, by written request to: Sino Payments, Inc. c/o Carrillo Huettel, LLP Attn: Luis Carrillo; 501 W. Broadway Suite 800, San Diego, CA 92101.
This prospectus may contain information that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this prospectus. Reports we file with the SEC after the date of this prospectus may also contain information that updates, modifies or is contrary to information in this prospectus or in documents incorporated by reference into this prospectus. You should review these reports as they may disclose a change in our business, prospects, financial condition or other affairs after the date of this prospectus.
17
We have not authorized any dealer, salesperson or any other person to give any information or to represent anything other than those contained in this prospectus in connection with the offer contained herein, and, if given or made, you should not rely upon such information or representations as having been authorized by Sino Payments, Inc. This prospectus does not constitute an offer of any securities other than those to which it relates or an offer to sell, or a solicitation of an offer to buy, those to which it relates in any state to any person to whom it is not lawful to make such offer in such state. The delivery of this prospectus at any time does not imply that the information herein is correct as of any time
after the date of this prospectus.
SINO PAYMENTS, INC.
__________________
Prospectus
_________________
Dated August 4, 2009
TABLE OF CONTENTS
Page
Prospectus Summary
5
Risk Factors
6
Information Regarding Forward-Looking Statements
10
Use of Proceeds
11
Selling Shareholders
14
Plan of Distribution
14
Limitation on Liability and Indemnification Matters
16
Where You Can Find More Information
16
Experts
16
Legal Matters
16
Incorporation by Reference
17
18
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). The following documents, which are on file with the Commission, are incorporated in this registration statement by reference:
(a)
The Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed.
(b)
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above.
(c)
The description of the securities contained in the Registrant's registration statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Carrillo Huettel, LLP, has opined as to the legality of the securities being offered by this registration statement. Mr. Carrillo and Mr. Huettel shall each be granted 833,333 shares of our Common Stock for past legal services rendered to the Company. The Company has accrued, through the date of this Registration Statement, legal fees which the Company and Carrillo Huettel, LLP, agreed to convert into shares of the Company's Common Stock. Carrillo Huettel, LLP, continues to handle all facets of the Company's legal affairs. Mssrs. Carrillo and Huettel will likely continue to receive payment in shares so long as such services qualify on a going forward basis until otherwise agreed.
Saturna Group, Chartered Accounts, LLP, is the Company's accounting firm and accordingly has assisted in the maintenance of the Company financial records. Mr. Henry Chow, a partner with Saturna Group, will be granted 300,000 shares of our Common Stock for services rendered to the Company. The Company has accrued, through the date of this Registration Statement, fees which the Company and Mr. Chow, agreed would be converted into shares of the Company's Common Stock.
19
Item 6. Indemnification of Directors and Officers.
The Nevada Revised Statutes provide, in general, that a corporation incorporated under the laws of the State of Nevada, such as the Company, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. In the case of a derivative action, a Nevada corporation may indemnify any such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the State of Nevada or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expenses.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
Item 9. Undertakings.
1.
Item 512(a) of Regulation S-K
. The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and,
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however,
that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
2.
Item 512(b) of Regulation S-K
. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
20
3.
Item 512(h) of Regulation S-K
. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on this 4th day of August, 2009.
SINO PAYMENTS, INC.
By:
/s/ Matthew Mecke
Matthew Mecke
Chief Executive Officer
22
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Sino Payments, Inc. hereby severally constitute and appoint Matthew Mecke, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Sino Payments, Inc., to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Mathew Mecke
Director, CEO, President, Treasurer & Secretary
August 4, 2009
Mathew Mecke
/s/ Anthony Robinson
Director
August 4, 2009
Anthony Robinson
/s/ Paul Manning
Director
August 4, 2009
Paul Manning
23
INDEX TO EXHIBITS
Exhibit
Number
Description of Exhibit
3.01
Articles of Incorporation
(1)
3.01
Restated Articles of Incorporation
(1)
3.03
Bylaws
(1)
4.01
2009 Stock Incentive Plan
(2)
4.02
Sample Qualified Stock Option Grant Agreement
(2)
4.03
Sample Non-Qualified Stock Option Grant Agreement
(2)
4.04
Sample Performance-Based Award Agreement
(2)
5.01
Consent of Carrillo Huettel, LLP
(2)
23.1
Consent of Malone & Bailey, PC
(2)
_____________
1.
Incorporated by reference to our Registration Statement on Form SB-2 filed with the SEC on November 19, 2008.
2.
Filed herewith.
24