Value Exchange International, Inc. - Quarter Report: 2009 February (Form 10-Q)

Sino Payments, Inc.

(formerly China Soaring, Inc.)

(A Development Stage Company)

Statement of Expenses

February 28, 2009

(Unaudited)

Sino Payments, Inc. Form 10-Q for February 28, 2009

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53537

SINO PAYMENTS, INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

212-214 Des Voeux Rd.

Des Voeux Commercial Building, 12th Fl.

Sheung Wan, Hong Kong

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

(852) 2544-0733

(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.

YES [X] NO [ ]

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

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [X]

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 43,860,000 as of April 20, 2009

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

	Balance Sheets	F-1
	Statements of Expenses	F-2
	Statements of Cash Flows	F-3
	Notes to Financial Statements	F-4 & F-5

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Sino Payments, Inc.
(formerly China Soaring, Inc.)
(A Development Stage Company)
Balance Sheets February 28, 2009
(Unaudited)

	February 28,			August 30,
	2009			2008
ASSETS

CURRENT ASSETS
Cash	$	1,170		$	5,198
Prepaid expenses		781			-
TOTAL CURRENT ASSETS		1,951			5,198

Other assets		1,154			770
NON-CURRENT ASSETS		1,154			770

TOTAL ASSETS	$	3,105		$	5,968

LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)


Accounts payable and accrued expenses	$	38,249		$	-

Notes payable – related party		8,206			-

TOTAL LIABILITES	$	46,455			-



STOCKHOLDER'S DEFICIT EQUITY/(DEFICIT)
Preferred stock, $0.00001 par value; 100,000,000 shares authorized,
no shares issued and outstanding		-			-
Common stock, $0.00001 par value; 100,000,000 shares authorized,
43,860,000 shares issued and outstanding		438			438
Additional paid-in capital		80,692			80,692
Deficit accumulated during development stage		(124,480	)		(75,162	)
TOTAL STOCKHOLDER'S DEFICIT/(EQUITY)		(43,350	)		5,968

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT	$	3,105		$	5,968

See accompanying notes to financial statements.

F-1

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	Three Months Ended							Six Months Ended							From June 26, 2007 (Inception)
		February 28,			February 29,				February 28,			February 29,			to February 28,
		2009			2008				2009			2008			2009



EXPENSES
General and administrative		$	45,065		$	8,301			$	49,275		$	22,247		$	123,215

OTHER EXPENSE
Interest and other expense			43			216				43			522			1,265

NET LOSS		$	(45,108	)	$	(8,517	)		$	(49,318	)	$	(22,769	)	$	(124,480

BASIC AND DILUTED NET LOSS PER SHARE		$	(0.00	)	$	(0.00	)		$	(0.00	)	$	(0.00	)	$	N/A

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING,
BASIC AND DILUTED			43,860,000			39,000,000				43,860,000			39,000,000			N/A

See accompanying notes to financial statements.

F-2

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Sino Payments, Inc.
(formerly China Soaring, Inc.)
(A Development Stage Company)
Statements of Cash Flows February 28, 2009
(Unaudited)

	Six months			Six months			From June 26, 2007
	ended Feb 28,			ended Feb 29,			(Inception) through
	2009			2008			February 28, 2009

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(49,318	)	$	(22,769	)		$	(124,480	)
Adjustments to reconcile net loss to net cash
used by operations:
Increase in accounts payable & accrued expenses		38,249			5311				38,249
Decrease in prepaid expenses and other assets		(1,165	)						(1,935	)
Net cash used by operating activities		(12,234	)		(17,458	)			(88,166	)





CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of stock		-			-				81,130
Proceeds from short-term debt related party		8,206			-				43,538
Payoff of short-term debt related party		-			-				(35,332	)

Net cash provided by financing activities		8,206			-				89,336

NET INCREASE (DECREASE) IN CASH		(4,028	)		(17,458	)			1,170

CASH - Beginning of period		5,198			19,996				-

CASH - End of period	$	1,170		$	2,538			$	1,170

SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid	$	-		$	-			$	-
Income taxes paid		-			-				-

See accompanying notes to financial statements.

F-3

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Sino Payments, Inc.
(formerly China Soaring, Inc.)
(A Development Stage Company)
Notes to the Financial Statements February 28, 2009

1.	Basis of Presentation

	The accompanying unaudited interim financial statements of Sino Payments, Inc. (formerly China Soaring, Inc.) “The Company”, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Sino Payments’ Form 10-K filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2008 as reported in the Form 10-K have been omitted.
	On November 21, 2008, the Company changed its name from China Soaring, Inc. to Sino Payments, Inc.


2.	Going Concern

	The Company is a development stage company. In a development stage company, management devotes most of its activities to developing a market for its products and services. Planned principal activities have not begun so, therefore, the Company has not generated revenues to date. The Company had a net loss and negative cash flows from operations for the quarter ended February 28, 2009. From inception June 26, 2007 to February 28, 2009, the company has incurred a net loss and has experienced negative cash flows from operations. The company had stockholder’s deficit and had a negative working capital at February 28, 2009. The nominal amount of resources available to the company raise substantial doubt about the Company’s ability to continue as a going concern

	The Company's continued existence is dependent upon its ability to obtain additional capital. Management’s plans to increase resources to the company include raising additional equity and/or debt financing from outside investors and receiving financial support from directors and officers. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-4

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3. Related Party Transactions

On January 7, 2009, our Chairman loaned the Company $830 for administrative expenses. The loan carries no interest, is unsecured and is due upon demand.

On February 28, 2009, a shareholder loaned the Company $7,376 for administrative expenses under two loan agreements. The loans carry 4% interest, are unsecured and are April 30, 2009.

As of February 28, 2009, the Company owes each of our 2 Directors $3,000 each for a total of $6,000 as per Director fee agreements and the Company owes our Chairman $12,000 as per his employment agreemen.

4. Subsequent Events

On March 9, 2009 the Board of Directors approved a Dividend of 2 shares for each held with a record date of March 23, 2009. The stock dividend has been accounted for similar to a stock split and all share and per share amounts have been restated as if the dividend had been in effect from the first day of the first period presented.

On March 20, 2008 the Company issued a related party note payable of $1,000 payable on demand, but not before April 1, 2009, unless agreed by the board.

F-5

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

This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are a start-up stage corporation and have not started operations or generated or realized any revenues from our business operations.

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

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

Plan of Operation

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

We have completed the public offering and our specific goal is to profitably provide credit and debit card processing services primarily to large multinational retail store groups located in Asia. We intend to accomplish the foregoing through the following milestones:

-8-

We intend to contact companies through our website and by personal contact through Mr. Mecke our chief executive officer and director. Our website is completed. The website can be seen at www.sinopayments.com The negotiation of additional alliances with service providers and the development of the website will be ongoing during the life of our operations. As more service providers are added and as our customer database expands, we will seek to continually upgrading the website. As additional relationships are created, we intend to create a data basis of clients who we will attempt to interest in new programs. This promotion will ongoing through the life of our operations and has had some initial results over the last 60 days since inception.

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

3.	Within 90 days from the initial launch of our marketing program, we believe that we will begin generating fees from our ability to provide debit and credit card processing services.

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

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

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

If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else.

Limited operating history; need for additional capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

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

-9-

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

Results of Operations

From Inception on June 26, 2007 to February 28, 2009

Since inception, we incorporated the company, hired the attorney, and hired the auditor for the preparation of this report. We have prepared an internal business plan. We have established the website “www.sinopayments.com”. Our loss since inception is $124,480, all of which is for the general and administrative expenses. We have begun to establish our operations and have begun actively marketing our services to potential clients and related partners. We expect to further develop our operations and to sign initial customer agreements for provision of our services in early 2009.

Since inception, we sold 39,000,000 shares of common stock to our former sole officer and director and three other persons for $130. On August 1, 2008 we completed our public offering. We sold 4,860,000 shares of common stock to 50 investors raising $81,000.

Liquidity and capital resources

As of the date of this report, we have yet to generate any revenues from our business operations.

On August 7, 2007 we issued 30,000,000 restricted shares of common stock to Paul F. Manning our former sole officer and director in consideration of $100; 3,120,000 restricted shares of common stock to Bradley Miller in consideration of $10.40; 2,880,000 restricted shares of common stock to Moon Gate Ltd. in consideration of $9.60; and, 3,000,000 restricted shares of common stock to Greater Asia Capital Ltd. in consideration of $10.00, all pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933. The foregoing was accounted for as sales of common stock.

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

On March 23, we filed a dividend with FINRA where by the Company issued an additional 2 shares for every share held as of March 23. The Record Date was March 23, 2009 and the Effective date was March 26, 2009. The Company issued a total of 29,240,000 shares as a result of this dividend to shareholders of record on the Record Date March 23, 2009. This brings the total number of shares issued by the Company to 43,860,000 shares as of April 20, 2009. The dividend has been accounted for as a stock split.

Use of Proceeds

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

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

As of the closing of our $81,000 offering on August 1, 2008, we have changed the name of our Company to Sino Payments, Inc. to reflect the change in our Company’s business to that of providing debit and credit card processing services to retailers throughout Asia. To further this effort, we expanded the Board of Directors to 3 and added Anthony Robinson who is based in Shanghai to our initial team of Paul Manning and our Chairman Matthew Mecke.

Sino Payments has completed the creation of our Global Payment Processing Platform (SinoPay) and we are in the process of reviewing future potential projects and the need for version 2.0 upgrades to our initial system.

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

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

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

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

We do anticipate adding some programming staff in the near future but we prefer to keep the organization lean and utilize consulting agreements on both short and long term periods whenever possible. Other than these costs, we will attempt to keep our cost base in line with our ability to receive funds from customer contracts going forward.

As of February 28, 2009, our total assets were $3,105 and our total liabilities were $46,455. As of February 28, 2009, we had cash of $1,170.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4.

CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended February 28, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1A.

RISK FACTORS

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

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

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

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

ITEM 6.

EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 20th day of April, 2009.

	SINO PAYMENTS, INC.
	(Registrant)

	BY:	MATTHEW MECKE
		Matthew Mecke
		President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and a member of the Board of Directors.

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EXHIBIT INDEX

Exhibit No.	Document Description

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

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