Value Exchange International, Inc. - Annual Report: 2013 (Form 10-K)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X .ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2013
.TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
(Commission file number): 333-147193
SINO Payments, Inc. |
(Exact name of registrant as specified in its charter) |
Nevada |
| 20-8325616 |
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
Unit G, 18th Floor, Legend Tower |
7 Shing Yip Street, Kwun Tong |
Kowloon, Hong Kong |
(852) 29504288 |
(Address and telephone number of principal executive offices) |
|
N/A |
(Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes . No X .
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes . No X .
Indicate by check mark 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 past 90 days.
Yes . No X .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files.
Yes X . No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in the definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or amendment to Form 10-K.
Yes X . No .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | . (Do not check if a smaller reporting company) | Smaller reporting company | X . |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes . No X .
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of February 28, 2013, was $9,948,014.41.
As of November 30, 2014, there were 26,566,930 shares of common stock outstanding.
2
Index
3
EXPLANATORY NOTE
This is the first periodic report of SINO Payments, Inc. (the “Company”, “we”, “us”, and “our”, unless the context indicates otherwise) covering periods after May 31, 2013. Readers should be aware that some aspects of this Annual Report on Form 10-K differ from other annual reports. Notably, it reflects the events, management, and financial numbers as of August 31, 2013, and not since then. Accordingly, this annual report is intended to be a historical document disclosing the status of the Company as of August 31, 2013 and does not include any subsequent events.
In addition, we intend to file, as soon as practicable, our Quarterly Reports on Form 10-Q for each of the quarters ended November 30, 2013 and after as required.
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K (including the section regarding Management's Discussion and Analysis or Plan of Operation) contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Annual Report on Form 10-K. Additionally, statements concerning future matters are forward-looking statements.
Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our Management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading "Risks Factors" below, as well as those discussed elsewhere in this Annual Report on Form 10-K. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the Securities and Exchange Commission ("SEC"). Our electronic filings with the United States Securities and Exchange Commission (including our Annual Reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to these reports) are available free of charge on the Securities and Exchange Commission’s website at http://www.sec.gov. You can also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
Use of Term
Except as otherwise indicated by the context, references in this report to “Company”, “SNPY”, “we”, “us” and “our” are references to Sino Payments, Inc. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.
4
Corporate History
We were incorporated in the State of Nevada on June 26, 2007 under the name China Soaring Inc. On November 26, 2008, we changed the Company's name to Sino Payments, Inc. Our objective is to become a credit card processing and merchant-acquiring services company that provides credit card clearing services to merchants and financial institutions in China. Since inception, we have made significant steps to develop and further our business plan, including creating our Global Processing Platform (“SinoPay GPP”) and establishing our website, www.sinopayments.com.
The Company’s objective is to be a provider of Internet Protocol (IP) processing services in Asia to bank card-accepting merchants. We market our services to local merchants with regional retail locations across Asia Pacific as potential customers of its IP and related credit card and debit card processing systems. We offer interoperability through a highly-efficient infrastructure and exceptional knowledge of the IP processing market through our SinoPay GPP platform. The SinoPay GPP system facilitates 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. Sino Payments intends to deploy the SinoPay GPP platform throughout Asia with a focus on China, Hong Kong, Thailand, Philippines, Malaysia, Korea, and Japan.
Current Strategy
The Company’s strategy is to market credit card processing services to retail merchants in targeted markets, offer its merchant-acquiring base to selected banks, provide support using world-class technology platforms, and maximize strategic partnerships to accelerate market development. We provide credit and debit card processing services to target companies that maintain regional retail store operations in Asia, such as large department stores, regional supermarket chains, and other retailers with a presence in multiple markets in Asia, and specifically China. Our focus continues to be on multinational retailers based in China and Hong Kong with later expansion into other Asian markets as we further develop. Development objectives have been selected and an organization for executing those objectives has been put in place.
Regulatory Requirements
We do not need to pursue nor satisfy any special licensing or regulatory requirements before establishing or delivering our intended services other than requisite business licenses. If new government regulations, laws, or licensing requirements are passed that would cause us to restrict or eliminate delivery of any of our intended services, then our business would suffer. For example, if we were required to obtain a government issued license for the purpose of providing coaching and consulting services, then we could not guarantee that we would qualify for such license. If such a licensing requirement existed, and we were not able to qualify, then our business would suffer. Presently, to the best of our knowledge, no such regulations, laws, or licensing requirements exist or are likely to be implemented in the near future that would reasonably be expected to have a material impact on or sales, revenues, or income from our business operations.
Marketing
Our services are promoted by one of our Directors, Mr. Matthew Mecke. He is responsible for providing credit and debit card processing services to retail stores located in Asia.
We anticipate utilizing several other marketing activities in our attempt to make our services known to corporations and attract clientele. These marketing activities will be designed to inform potential clients about the benefits of using our services and will include the following: development and distribution of marketing literature; direct mail and email; advertising; promotion of our web site; and industry analyst relations.
Revenue
We will generate revenue, if any, from three sources:
·
Term Fee - By charging a fee for given services;
·
Fixed Fee - By charging a fixed fee;
·
Transaction Fee - By charging a transaction fee for processing credit or debit card transactions.
5
We have developed a database of all our clients so that we can anticipate various needs and continuously build and expand our advisory services. There is no assurance that we will be able to interest any retail store operators in our target market.
Insurance
We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party to a liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.
Network Security
We will, if successful, compile and maintain a large database of information relating to our merchants and their transactions. We intend to focus significant resources on maintaining a high level of security in order to protect the information of our merchants and their customers.
Competition
The payment processing industry is highly competitive. We compete with other providers of payment processing services on the basis of the following factors: quality of service; reliability of service; ability to evaluate, undertake and manage risk; speed in approving merchant applications; and price.
We will be competing with both small and large companies in providing payment processing and related services to a wide range of merchants. Our competitors sell their services either through a direct sales force, generally concentrating on larger accounts, or through Independent Sales Organizations, telemarketers or banks, generally concentrating on smaller accounts. There are a number of large payment processors, including First Data Corporation, Bank of America Corporation, Global Payments Inc., Fifth Third Bank, Chase Paymentech Solutions and Elavon, Inc., a subsidiary of U.S. Bancorp, that serve a broad market spectrum from large to small merchants; further, certain of these provide banking, ATM, and other payment-related services and systems in addition to bank card payment processing. There are also a large number of smaller payment processors that provide various services to small- and medium-sized merchants.
Some of our competitors have substantially greater capital resources than we have and operate as subsidiaries of financial institutions or bank holding companies, which may allow them on a consolidated basis to own and conduct depository and other banking activities that we do not have the regulatory authority to own or conduct. Since they are affiliated with financial institutions or banks, these competitors do not incur the costs associated with being sponsored by a bank for registration with card networks and they can settle transactions quickly for their own merchants. We do not, however, currently contemplate acquiring or merging with a financial institution in order to increase our competitiveness.
Government Regulation
We are not currently subject to direct Chinese, federal, state or local regulations other than regulations applicable to businesses generally or directly applicable to electronic commerce. However, the Internet is increasingly popular. As a result, it is possible that a number of laws and regulations may be adopted with respect to the Internet. These laws may cover issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. Furthermore, the growth of electronic commerce may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online or require online services to establish privacy policies.
We are not certain how business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, obscenity and export or import matters. The vast majority of such laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes in laws intended to address such issues could create uncertainty in the Internet market place. Such uncertainty could reduce demand for services or increase the cost of doing business as a result of litigation costs or increased service delivery costs. In addition, because our services are available over the Internet in multiple states and foreign countries, other jurisdictions may claim that we are required to qualify to do business in each such state or foreign country. We are qualified to do business only in Nevada. Our failure to qualify in a jurisdiction where it is required to do so could subject us to taxes and penalties. It could also hamper our ability to enforce contracts in such jurisdictions. The application of laws or regulations from jurisdictions whose laws currently apply to our business could have a material adverse affect on our business, results of operations and financial condition.
6
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 1B. UNRESOLVED STAFF COMMENTS
ITEM 2. PROPERTIES
Our offices are currently located at Unit G, 18th Floor, Legend Tower, 7 Shing Yip Street, Kwun Ton, Kowloon, Hong Kong. This is the rental office that we maintain where we sublet desk space, telephone, office services and space for computer equipment. We do not have a lease nor do we pay rent. Currently, we do not own any real property.
ITEM 3. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 4. MINE SAFETY DISCLSOSURES
Not applicable.
ITEM 5. MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Common Stock
Our common stock has been quoted on the OTC Bulletin Board since October 29, 2008, and was originally traded under the symbol “CHIJ.OB.” On December 17, 2008, our common stock began trading under our current symbol of “SNPY.OB.” Because we are quoted on the OTC Bulletin Board, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.
The following table sets forth the high and low bid prices for our Common Stock per fiscal quarter as reported by the OTCBB based on our fiscal year end August 31. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.
Fiscal Quarter |
| High |
| Low |
First Quarter (Sept. 1, 2012 – Nov. 30, 2012) | $ | 0.03 | $ | .011 |
Second Quarter (Dec. 1, 2012 – Feb. 28, 2013) | $ | .036 | $ | .013 |
Third Quarter (Mar. 1, 2013 – May 31, 2013) | $ | 0.18 | $ | .014 |
Fourth Quarter (June 1, 2013 – Aug. 31, 2013) | $ | .148 | $ | 0.04 |
|
|
|
|
|
Fiscal Quarter |
| High |
| Low |
First Quarter (Sept. 1, 2011 – Nov. 30, 2011) | $ | 0.01 | $ | 0.01 |
Second Quarter (Dec. 1, 2011 – Feb. 29, 2012) | $ | 0.07 | $ | 0.01 |
Third Quarter (Mar. 1, 2012 – May 31, 2012) | $ | 0.03 | $ | 0.01 |
Fourth Quarter (June 1, 2012 – Aug. 31, 2012) | $ | 0.04 | $ | 0.01 |
Record Holders
As of August 31, 2013, we had approximately 38 shareholders of record.
7
Recent Sales of Unregistered Securities
On July 19, 2013, the Company issued 1,566,900 shares to 3 Investors for cash consideration of $282,040 as has been previously reported.
On November 11, 2013, the Company issued 1,000,000 shares for settlement of outstanding professional fees.
Dividends
We have not paid any cash dividends on our common stock since inception and presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our common stock will be declared in the foreseeable future. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be no assurance that any dividends on our common stock will be paid in the future.
ITEM 6. SELECTED FINANCIAL DATA
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 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
We were incorporated in the State of Nevada on June 26, 2007 under the name China Soaring Inc. On November 26, 2008, we changed the Company's name to Sino Payments, Inc. Our objective is to become a credit card processing and merchant-acquiring services company that provides credit card clearing services to merchants and financial institutions in China. Since inception, we have made significant steps to develop and further our business plan, including creating our Global Processing Platform (“SinoPay GPP”) and establishing our website, www.sinopayments.com.
One of our objectives is to be a provider of Internet Protocol (IP) processing services in Asia to bank card-accepting merchants. We market our services to local merchants with regional retail locations across Asia Pacific as potential customers of its IP and related credit card and debit card processing systems. We offer interoperability through a highly-efficient infrastructure and exceptional knowledge of the IP processing market through our SinoPay GPP platform. The SinoPay GPP system facilitates 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. Sino Payments intends to deploy the SinoPay GPP platform throughout Asia with a focus on China, Hong Kong, Thailand, Philippines, Malaysia, Korea, and Japan.
The Company’s strategy is to market credit card processing services to retail merchants in targeted markets, offer its merchant-acquiring base to selected banks, provide support using world-class technology platforms, and maximize strategic partnerships to accelerate market development. We provide credit and debit card processing services to target companies that maintain regional retail store operations in Asia, such as large department stores, regional supermarket chains, and other retailers with a presence in multiple markets in Asia, and specifically China. Our focus continues to be on multinational retailers based in China and Hong Kong with later expansion into other Asian markets as we further develop. Development objectives have been selected and an organization for executing those objectives has been put in place.
8
RESULTS OF OPERATIONS
Working Capital
|
| August 31, 2013 |
| August 31, 2012 |
|
| $ |
| $ |
|
|
|
|
|
Current Assets |
| − |
| − |
Current Liabilities |
| 214,845 |
| 176,671 |
Working Capital (Deficit) |
| (214,845) |
| (176,671) |
Cash Flows
|
| Year Ended August 31, 2013 |
| Year Ended August 31, 2012 |
|
| $ |
| $ |
|
|
|
|
|
Cash Flows from (used in) Operating Activities |
| − |
| − |
Cash Flows from (used in) Financing Activities |
| − |
| − |
Net Increase (decrease) in Cash During Period |
| − |
| − |
Operating Revenues
During the year ended August 31, 2013 and 2012, the Company did not record any revenues.
Operating Expenses and Net Loss
Operating expenses for the year ended August 31, 2013 was $102,422 compared with $55,434 for the year ended August 31, 2012. The increase in operating expenses was due to an increase in general and administrative expenses incurred with respect to the Company’s pending transition with TAP Investments Group Limited (“TIG”) which was closed on January 1, 2014.
Net loss for the year ended August 31, 2013 was $59,250 compared with $58,163 for the year ended August 31, 2012. In addition to operating losses, the Company incurred $6,166 of interest expense during the year ended August 31, 2013 compared to $2,729 of interest expense for the year ended August 31, 2012, and also recorded a gain on settlement of accounts payable of $44,773 and notes payable of $4,565. There were no settlements of outstanding obligations during the year ended August 31, 2012.
Liquidity and Capital Resources
As at August 31, 2013 and 2012, the Company’s cash balance and total assets were $nil
As at August 31, 2013, the Company had total liabilities of $214,845 compared with total liabilities of $176,671 as at August 31, 2012. The increase in total liabilities were attributed to an increase of $52,587 in accounts payable and accrued liabilities due to the Company’s lack of cash flow to repay outstanding obligations as they became due, offset by a decrease of $14,413 in line of credit from a related party due to a settlement of amounts due with the issuance of 142,400 common shares of the Company.
As at August 31, 2013, the Company had a working capital deficit of $214,845 compared with a working capital deficit of $176,671 as at August 31, 2012. The increase in working capital deficit was attributed to the fact that the Company had insufficient cash flow to pay outstanding obligations as they became due and relied on increased short-term debt financing to support day-to-day operations.
Cashflow from Operating Activities
During the year ended August 31, 2013, the Company used $nil of cash for operating activities compared to the use of $nil of cash for operating activities during the year ended August 31, 2012. Overall, all cash expenditures on operating expenditures were settled by related parties.
9
Cashflow from Investing Activities
During the years ended August 31, 2013 and 2012, the Company did not have any cash transactions related to investing activities.
Cashflow from Financing Activities
During the years ended August 31, 2013 and 2012, the Company did not have any financing activities.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
Future Financings
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and activities.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in note (1) of the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the use of management estimates relate to the valuation of its mineral leases and claims and our ability to obtain final government permission to complete the project.
Stock-Based Compensation
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
10
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Contractual Obligations
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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
SINO PAYMENTS INC.
Financial Statements
For the Years Ended August 31, 2013 and 2012
Report of Independent Public Accounting Firm | F-1 |
Balance Sheets | F-2 |
Statements of Operations | F-3 |
Statements of Cash Flows | F-4 |
Statements of Stockholders’ Equity (Deficit) | F-5 |
Notes to the Financial Statements | F-6 |
12
![[f10k083113_10k001.jpg]](https://www.sec.gov/Archives/edgar/data/0001417664/000107878214002262/f10k083113_10k001.jpg)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Sino Payments, Inc.
We have audited the accompanying balance sheets of Sino Payments, Inc. (“the Company”) as of August 31, 2013 and 2012 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Sino Payments, Inc. as of August 31, 2013 and 2012, and the results of their operations and cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had accumulated losses of $1,277,641 as of August 31, 2013 which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Sadler, Gibb & Associates, LLC
Sadler, Gibb & Associates, LLC
Salt Lake City, UT
December 9, 2014
![[f10k083113_10k002.jpg]](https://www.sec.gov/Archives/edgar/data/0001417664/000107878214002262/f10k083113_10k002.jpg)
F-1
SINO PAYMENTS, INC.
Balance Sheets
(Expressed in US dollars)
(The accompanying notes are an integral part of these financial statements)
F-2
SINO PAYMENTS, INC.
Statements of Operations
(Expressed in US dollars)
|
| Year Ended August 31, 2013 |
| Year Ended August 31, 2012 |
|
| $ |
| $ |
|
|
|
|
|
Revenue |
| – |
| – |
|
|
|
|
|
Operating Expenses |
|
|
|
|
General and administrative |
| 99,341 |
| 54,953 |
Foreign exchange loss |
| 3,081 |
| 481 |
Total Operating Expenses |
| 102,422 |
| 55,434 |
|
|
|
|
|
Operating loss |
| (102,422) |
| (55,434) |
|
|
|
|
|
Other Income (Expense) |
|
|
|
|
Interest expense |
| (6,166) |
| (2,729) |
Gain on settlement of accounts payable |
| 44,773 |
| – |
Gain on settlement of note payable |
| 4,565 |
| – |
|
|
|
|
|
Net loss |
| (59,250) |
| (58,163) |
|
|
|
|
|
Net loss per share, basic and diluted |
| (0.00) |
| (0.00) |
|
|
|
|
|
Weighted average number of shares outstanding |
| 12,145,958 |
| 12,000,000 |
(The accompanying notes are an integral part of these financial statements)
F-3
SINO PAYMENTS, INC.
Statements of Cash Flows
(Expressed in US dollars)
|
| Year Ended August 31, 2013 |
| Year Ended August 31, 2012 |
|
| $ |
| $ |
|
|
|
|
|
Operating Activities |
|
|
|
|
|
|
|
|
|
Net loss for the year |
| (59,250) |
| (58,163) |
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
Gain on settlement of notes payable |
| (4,565) |
| – |
Gain on settlement of accounts payable |
| (44,773) |
| – |
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
Accounts payable and accrued liabilities |
| 97,361 |
| 30,998 |
Line of credit – related party |
| 11,227 |
| 27,175 |
|
|
|
|
|
Net cash used in operating activities |
| – |
| – |
|
|
|
|
|
Change in cash |
| – |
| – |
|
|
|
|
|
Cash, beginning of period |
| – |
| – |
|
|
|
|
|
Cash, end of period |
| – |
| – |
|
|
|
|
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
|
Common shares issued in payment of related party note payable |
| 21,076 |
| – |
Common shares issued for subscriptions receivable |
| 210,826 |
| – |
|
|
|
|
|
Supplemental disclosures: |
|
|
|
|
|
|
|
|
|
Interest paid |
| – |
| – |
Income taxes paid |
| – |
| – |
(The accompanying notes are an integral part of these financial statements)
F-4
SINO PAYMENTS, INC.
Statement of Stockholders’ Equity (Deficit)
(Expressed in US dollars)
|
| Common Stock |
| Additional Paid-in |
| Subscriptions |
| Accumulated |
|
|
|
|
|
| Shares |
| Par Value |
| Capital |
| Receivable |
| Deficit |
| Total |
|
| # |
| $ |
| $ |
| $ |
| $ |
| $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – August 31, 2011 |
| 12,000,030 |
| 120 |
| 1,041,600 |
| – |
| (1,160,228) |
| (118,508) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year |
| – |
| – |
| – |
| – |
| (58,163) |
| (58,163) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – August 31, 2012 |
| 12,000,030 |
| 120 |
| 1,041,600 |
| – |
| (1,218,391) |
| (176,671) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common subscription receivable |
| 1,424,500 |
| 14 |
| 210,812 |
| (210,826) |
| – |
| – |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares for debt |
| 142,400 |
| 1 |
| 21,075 |
| – |
| – |
| 21,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year |
| – |
| – |
| – |
| – |
| (59,250) |
| (59,250) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – August 31, 2013 |
| 13,566,930 |
| 136 |
| 1,273,486 |
| (210,826) |
| (1,277,641) |
| (214,845) |
(The accompanying notes are an integral part of these financial statements)
F-5
SINO PAYMENTS, INC.
Notes to the Financial Statements
August 31, 2013
(Expressed in US dollars)
1.
Nature of Operations and Continuance of Business
Sino Payments Inc. (the “Company”) was incorporated in the State of Nevada on June 26, 2007. The Company’s principal business is to provide credit and debit card processing services to multinational retailers in Asia.
Going Concern
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at August 31, 2013, the Company has generated any revenues and has accumulated losses totaling $1,277,641 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2.
Summary of Significant Accounting Policies
a)
Basis of Presentation
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year end is August 31.
b)
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
c)
Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
F-6
SINO PAYMENTS, INC.
Notes to the Financial Statements
August 31, 2013
(Expressed in US dollars)
2.
Summary of Significant Accounting Policies (continued)
d)
Financial Instruments
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of cash, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
e)
Loss per Share
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
f)
Revenue Recognition
The Company recognizes revenue from its processing services in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured.
F-7
SINO PAYMENTS, INC.
Notes to the Financial Statements
August 31, 2013
(Expressed in US dollars)
2.
Summary of Significant Accounting Policies (continued)
g)
Comprehensive Loss
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at August 31, 2013 and 2012, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
h)
Foreign Currency Translation
Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into United States dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income. Foreign currency transactions are primarily undertaken in Hong Kong dollars.
i)
Stock-based Compensation
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
j)
Recent Accounting Pronouncements
In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard and will not report inception to date financial information.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements.
3.
Investment in Joint Venture
On November 26, 2010, the Company entered into a joint venture agreement with TAP Investments Group Limited (TAP) and agreed to issue 1,000,000 common shares of the Company with a fair value of $10,000 in exchange for 51% interest of TAP. As at August 31, 2013, the Company’s interest in the joint venture was a net loss of $5,758 (2012 - $5,758), of which $10,000 was reflected against the investment in joint venture.
F-8
SINO PAYMENTS, INC.
Notes to the Financial Statements
August 31, 2013
(Expressed in US dollars)
4.
Loan Payable-related party
As at August 31, 2013, the Company owes $28,890 (2012 - $43,303) to two related parties for payment of operating expenditures. During the year ended August 31, 2013, the Company issued 142,400 common shares to settle $25,640 of outstanding loans payable, resulting in a gain on settlement of debt of $4,565. Refer to Note 5(b). The amount owing is unsecured, due interest at 8% per annum, and due on demand. Accrued interest of $6,218 (2012 - $2,568) has been recorded in accrued liabilities.
5.
Common Shares
All common share issuances for non-cash purposes are valued using the end-of-day trading price based on the date that the shares were issued or authorized by management, unless otherwise indicated.
a)
On March 18, 2013, the Company approved a reverse stock split of its issued and outstanding common shares on a basis of 1 new common share for every 6 existing common shares. The effect of the reverse stock split decreased the number of issued and outstanding common shares from 72,000,000 common shares to 12,000,000 common shares and have been applied on a retroactive basis.
b)
On August 26, 2013, the Company issued 142,400 common shares at $0.148 per share for settlement of $25,640 of related party notes payable resulting in a gain on settlement of debt of $4,565. Refer to Note 4. Furthermore, on August 26, 2013, the Company issued 1,424,500 common shares to a related party for subscription receivable of $210,826.
6.
Note Payable
As at August 31, 2013, the Company owes $4,876 (2012 - $4,876) to a third party (former director of the Company) for payment of general operating expenditures. The amounts owing are unsecured, due interest at 10% per annum, and due on demand. Accrued interest of $2,303 (2011 - $1,815) has been recorded in accrued liabilities.
7.
Income Taxes
The Company has $984,172 of net operating losses carried forward to offset taxable income in future years which expire commencing in fiscal 2027. The income tax benefit differs from the amount computed by applying the US federal income tax rate of 34% to net loss before income taxes for the years ended August 31, 2013 and 2012 as a result of the following:
|
| 2013 |
| 2012 |
|
| $ |
| $ |
|
|
|
|
|
Net loss before taxes |
| (59,250) |
| (58,163) |
Statutory rate |
| 34% |
| 34% |
|
|
|
|
|
Expected tax recovery |
| (20,145) |
| (19,775) |
Change in valuation allowance |
| 20,145 |
| 19,775 |
|
|
|
|
|
Income tax provision |
| – |
| – |
F-9
SINO PAYMENTS, INC.
Notes to the Financial Statements
August 31, 2013
(Expressed in US dollars)
7.
Income Taxes (continued)
The significant components of deferred income tax assets and liabilities as at August 31, 2013 and 2012, after applying enacted corporate income tax rates, are as follows:
|
| 2013 $ |
| 2012 $ |
|
|
|
|
|
Net operating losses carried forward |
| 334,601 |
| 314,456 |
Valuation allowance |
| (334,601) |
| (314,456) |
|
|
|
|
|
Net deferred tax asset |
| – |
| – |
The Company has incurred operating losses of $984,172 which, if unutilized, will expire through to 2033. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating:
Period Incurred |
| Net Loss $ |
| Expiry Date |
|
|
|
|
|
2007 |
| 10,571 |
| 2027 |
2008 |
| 64,592 |
| 2028 |
2009 |
| 281,592 |
| 2029 |
2010 |
| 294,709 |
| 2030 |
2011 |
| 215,245 |
| 2031 |
2012 |
| 58,163 |
| 2032 |
2013 |
| 59,250 |
| 2033 |
|
|
|
|
|
|
| 984,172 |
|
|
8.
Subsequent Events
a)
On October 24, 2011, the Company entered into a share exchange agreement with TAP Investments Group Limited (“TIG”), a Hong Kong limited company, whereby the Company acquired the remaining 49% of Tap ePayment Services (HK) Limited from TIG in exchange for 50% of the issued and outstanding common shares of the Company. The agreement was formally signed and closed on January 1, 2014, and the remaining 12,000,000 common shares were issued.
b)
On November 11, 2013, the Company issued 1,000,000 common shares at $0.21 per share for settlement of professional fees.
F-10
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2013. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of August 31, 2013 using the criteria established in “ Internal Control - Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of August 31, 2013, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1.
We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
2.
We did not maintain appropriate cash controls – As of August 31, 2013, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.
13
3.
We did not implement appropriate information technology controls – As at August 31, 2013, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of August 31, 2013 based on criteria established in Internal Control—Integrated Framework issued by COSO.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of August 31, 2013, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.
Continuing Remediation Efforts to address deficiencies in Company’s Internal Control over Financial Reporting
Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:
·
Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors in the next fiscal year.
·
We will appoint additional personnel to assist with the preparation of the Company’s monthly financial reporting, including preparation of the monthly bank reconciliations.
ITEM 9B. OTHER INFORMATION.
None.
14
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.
Identification of Directors and Executive Officers
The following table sets forth the names and ages of our current director(s) and executive officer(s) as of August 31, 2013:
Name |
| Age |
| Position with the Company |
| Director Since |
Matthew Mecke |
| 43 |
| Director |
| 11/21/08 |
Raymond Lee |
| 56 |
| Director |
| 05/04/11 |
Kenneth Tan |
| 50 |
| CEO, President |
| 08/26/13 |
Alex Chan |
| 58 |
| Treasurer, CFO |
| 08/26/13 |
Bella Tsang |
| 49 |
| Secretary |
| 08/26/13 |
The business experience during the past five years of the person presently listed above as an Officer or Director of the Company is as follows:
Kenneth Tan. Prior to his appointment as CEO and President of Sino Payments, Inc., Mr. Tan was the President, Sales for VEI Ltd., responsible to sales for the Asia Pacific region. Before taking up the appointment in VEI, Ltd., Mr. Tan was the VP, Sales of PCCW Solutions since 2003. He has more than 25 years of experience in the IT industries and had held key sales management positions in IBM, Oracle and EDS. He holds a Bachelor of Science degree in Electrical and Electronics Engineering from the University of Hong Kong.
Alex Chan. Mr. Chan graduated at Hong Kong Polytechnic University (formerly known as Hong Kong Polytechnic) in 1981. He has become a Fellow Member of the Association of Chartered Certified Accountants in UK since 1987. He was a Fellow Member of the Hong Kong Institute of Certified Public Accountants in 1996 and a Member of Certified General Accountants of B.C., Canada in 2000. Mr. Chan has more than 30 years of experience in corporate finance and accounting management. He worked for Price Waterhouse Hong Kong as an audit assurance consultant during 1977 to 1982. In April 2005, Mr. Chan co-founded AdMediatech Holdings Ltd. in Hong Kong. He took up the position of Finance Director of the company until it was closed down in 2009. During January 2010 to July 2012, he worked as a Finance and Human Resources Consultant for a Consultancy firm. In August 2012, he joined the TAP Group as Management Consultant and in April 2013, he was appointed the Chief Financial Officer of the Group.
Bella Tsang. Prior to her appointment as Secretary and Director of Sino Payments, Inc., Ms. Tsang had been working as Marketing Manager of TAP Services (HK) Limited in Hong Kong since 2003 and was responsible for marketing of its solutions to various retailers in the Greater China and the Asia Pacific markets. Ms. Tsang holds a Diploma of Marketing from the Institute of Marketing. She was responsible for organizing training to all level of professional staff in Ernst & Whinney (now Ernst & Young, an international accountancy, auditing and consulting firm) in 1987.
Matthew Mecke. Prior to his appointment as Chairman and CEO of Sino Payments, Matthew Mecke was a member of the board of directors of Sino Fibre Communications, Inc. (OTCBB: SFBE) based in China and Hong Kong starting in January 2006. Mr. Mecke also served as president, principal executive officer of Sino Fibre Communications from January 2006 to October 2007 and as chairman of board of directors from January 2006 to December 2007. From October 2003 to January 2006, Mr. Mecke was a founder, vice chairman, president, and CEO of Asia Payment Systems (OTCBB: APYM). From October 1998 to July 1999, Mr. Mecke was a co-founder and served as Senior Vice President, Systems and Product Development for First Ecom.com (NASD: FECC), an international e-commerce payment gateway pioneer based in Hong Kong which linked e-commerce merchants with offshore back-end transaction processing systems. From April 1994 to July 1998, Mr. Mecke was an employee of First Data Corp. (formerly NYSE: FDC) in the United States and Hong Kong. Mr. Mecke was responsible for middle management of retail card system operations. In the late 1990’s, Mr. Mecke was a management executive of First Data Asia in Hong Kong, where his responsibilities included strategic planning, new business development, e-commerce applications and pricing. On August 26, 2013, Mr. Mecke resigned his position as CEO and President of the Company but remains a Director of the Company.
15
Raymond Lee. Raymond Lee is an accomplished business consultant and operations manager with over fifteen years of corporate experience managing various business sectors including sales, marketing, and operations; developing corporate infrastructure; implementing systems integration; creating strategic business alliances; and integrating solutions to meet customer demands. Since 2008, Mr. Lee has been responsible for managing outsourcing, consulting and systems integration as Managing Director of Atos Origin (Hong Kong). Prior to joining Atos, Mr. Lee served as Vice President of Consulting at BEA Systems from November 2007 to June 2008, where he successfully managed sixty employees in Sales and Services. From August 2004 to October 2007, Mr. Lee worked for Unisys as Vice President & General Manager of Systems and Technology, managing eighty employees in sales and marketing and leading the company’s technology and infrastructure division. Mr. Lee gained additional management experience from July 1999 to December 2003 as Vice President of Sales and Marketing for SRS Labs and Advance Micro Devices. During the 1990’s, Mr. Lee held various senior management positions with major information technology companies and high technology vendors in Asia Pacific. In light of Mr. Lee’s prior executive and director positions and demonstrated success in business development, consulting, and management in the Asia Pacific region, the Board of Directors believed it was in the Company’s best interest to appoint Mr. Lee as a director.
The board of directors has no nominating, audit or compensation committee at this time.
Family Relationship
There are no family relationships between any of our directors and our executive officers.
Involvement in Certain Legal Proceedings
To our knowledge, during the past ten (10) years, none of our directors, executive officers, promoters, control persons, or nominees has been:
·
the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
·
convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
·
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
·
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law
Audit Committee and Audit Committee Financial Expert
The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.
The Company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.
16
Code of Ethics
We have adopted a Code of Ethics (the “Code”) that applies to our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer. A written copy of the Code is available on written request to the Company and was filed with the SEC on July 20, 2009, as part of the Company’s Quarterly Report on Form 10-Q that is incorporated by reference hereto as Exhibit 14.01.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended August 31, 2013, Forms 5 and any amendments thereto furnished to us with respect to the year ended August 31, 2013, and the representations made by the reporting persons to us, we believe that during the year ended August 31, 2013, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid to our chief executive officers during the twelve month periods ended August 31, 2013 and 2012. No other executive officer received compensation greater than $100,000.
Summary Compensation Table
Name and | Fiscal Year Ended | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total |
Principal Position | 8/31 | ($) | ($) (2) | ($) | ($) | ($) | ($) | ($) | ($) |
|
|
|
|
|
|
|
|
|
|
Matthew Mecke (1) | 2011 | 32,000 | -0- | -0- | -0- | -0- | -0- | -0- | 32,000 |
President, CEO, CFO, and | 2012 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Director | 2013 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Kenneth Tan | 2013 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Alex Chan | 2013 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Bella Tsang | 2013 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
(1)
Mr. Mecke, former Chief Executive Officer, Chief Financial Officer, President and a Director of the Company and as of August 26, 2014, a Director only, received $4,000 per month from September 2010 to April 2011, which was converted into common shares. Subsequent to April 2011, management and directors ceased all management fees.
There are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.
Outstanding Equity Awards at Fiscal Year-End
No executive officer received any equity awards, or holds exercisable or unexercisable options, as of the year ended August 31, 2013.
Long-Term Incentive Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.
17
Compensation Committee
We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.
Director Compensation
Directors received no compensation during the fiscal year ending August 31, 2013.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information regarding beneficial ownership of our common stock as of August 31, 2013 (i) by each of our directors; (ii) by each of our named executive officers; (iii) by all of our executive officers and directors as a group; and (iv) by each person or entity known by us to beneficially own more than five percent (5%) of any class of our outstanding shares. As of August 31, 2013, there were 13,566,930 shares of our common stock outstanding:
Name and Address of Beneficial Owner |
| Title of Class |
| Amount and Nature of Beneficial Ownership (1) (#) |
| Percent of Class (2) (%) |
Matthew Mecke (3) |
| Common |
| 512,920 |
| 2.0% |
Unit T25, GF Bangkok Bank Building |
|
|
|
|
|
|
18 Bonham Strand West |
|
|
|
|
|
|
Sheung Wan, Hong Kong |
|
|
|
|
|
|
Raymond Lee |
| Common |
| 0 |
| * |
Unit T25, GF Bangkok Bank Building |
|
|
|
|
|
|
18 Bonham Strand West |
|
|
|
|
|
|
Sheung Wan, Hong Kong |
|
|
|
|
|
|
Kenneth Tan |
| Common |
| 1,424,500 |
| 5.57% |
Block A1 35h Fl The Beverly Hills |
|
|
|
|
|
|
6 Broadwood |
|
|
|
|
|
|
Hong Kong |
|
|
|
|
|
|
Bella Tsang |
|
|
|
|
|
|
Unit G 18th Fl Legend Tower |
|
|
|
|
|
|
7 Shing Yip St |
|
|
|
|
|
|
Kwun Tong, Kowloon |
|
|
|
|
|
|
Hong Kong |
|
|
| 0 |
| * |
All Officers and Directors as a Group |
| Common |
| 1,937,420 |
| 7.57% |
Other Beneficial Owners |
|
|
|
|
|
|
(1)
The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.
(2)
Based on 13,566,930 issued and outstanding shares of common stock as of August 31, 2013.
Changes in Control
There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Related Party Transactions
None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its common stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.
Director Independence
For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). Mr. Bella Tsang and Mr. Raymond Lee were independent directors as defined under in NASDAQ Rule 5605(a)(2).
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|
| Year Ended August 31, 2012 |
| Year Ended August 31, 2013 |
Audit fees | $ | 18,000 | $ | 15,000 |
Audit-related fees | $ | − | $ | − |
Tax fees | $ | − | $ | − |
All other fees | $ | − | $ | − |
Total | $ | 18,000 | $ | 15,000 |
Audit Fees
During the fiscal year ended August 31, 2012, we incurred approximately $18,000 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for the fiscal year ended August 31, 2012.
During the fiscal year ended August 31, 2013, we incurred approximately $15,000 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for the fiscal year ended August 31, 2013.
Audit-Related Fees
The aggregate fees billed during the fiscal years ended August 31, 2013 and 2012 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $0 and $0, respectively.
Tax Fees
The aggregate fees billed during the fiscal years ended August 31, 2013 and 2012 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were $0 and $0, respectively.
All Other Fees
The aggregate fees billed during the fiscal years ended August 31, 2013 and 2012 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A) was $0 and $0, respectively.
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ITEM 15. EXHIBIT, FINANCIAL STATEMENTS AND SCHEDULES
(a)
Exhibits
Exhibit |
|
|
|
|
Number |
| Description of Exhibit |
| Filing |
3.01 |
| Articles of Incorporation |
| Filed with the SEC on November 19, 2007 as part of our Registration Statement on Form SB-2. |
3.02 |
| Bylaws |
| Filed with the SEC on November 19, 2007 as part of our Registration Statement on Form SB-2. |
4.01 |
| 2009 Stock Incentive Plan |
| Filed with the SEC on August 5, 2009 as part of our Registration Statement on Form S-8. |
4.02 |
| Sample Qualified Stock Option Plan |
| Filed with the SEC on August 5, 2009 as part of our Registration Statement on Form S-8. |
4.03 |
| Sample Non-Qualified Stock Option Plan |
| Filed with the SEC on August 5, 2009 as part of our Registration Statement on Form S-8. |
4.04 |
| Sample Performance-Based Award Plan |
| Filed with the SEC on August 5, 2009 as part of our Registration Statement on Form S-8. |
10.01 |
| Memorandum of Understanding between Sino Payments, Inc. and BCS Holdings, Inc. dated May 26, 2009 |
| Filed with the SEC on June 4, 2009 as part of our Current Report on Form 8-K. |
10.02 |
| Services Agreement between Sino Payments, Inc. and PowerE2E China dated April 24, 2009 |
| Filed with the SEC on June 4, 2009 as part of our Current Report on Form 8-K. |
10.03 |
| Pay Sourcing Agreement between Sino Payments, Inc. and PAY.ON Asia, Ltd. dated September 22, 2009 |
| Filed with the SEC on September 29, 2009 as part of our Current Report on Form 8-K. |
10.04 |
| Reseller Agreement between Sino Payments, Inc. and eNETS Hong Kong, Ltd. dated August 3, 2009 |
| Filed with the SEC on October 6, 2009 as part of our Current Report on Form 8-K. |
10.05 |
| Form of Convertible Note between Sino Payments, Inc. and Matthew Mecke dated November 12, 2009 |
| Filed with the SEC on November 20, 2009 as part of our Current Report on Form 8-K. |
10.06 |
| Agency Agreement between Sino Payments, Inc. and Valitor dated January 13, 2010 |
| Filed with the SEC on February 12, 2010 as part of our Current Report on Form 8-K. |
10.07 |
| Agency Agreement between Sino Payments, Inc. and Payvision dated January 19, 2010 |
| Filed with the SEC on February 12, 2010 as part of our Current Report on Form 8-K. |
10.08 |
| Line of Credit Note between Sino Payments, Inc. and Moon Gate Limited dated June 4, 2010 |
| Filed with the SEC on June 17, 2010 as part of our Current Report on Form 8-K. |
10.09 |
| Letter of Intent between Sino Payments, Inc. and Tap Group dated September 24, 2010 |
| Filed with the SEC on October 20, 2010 as part of our Current Report on Form 8-K. |
10.10 |
| Line of Credit Note between Sino Payments, Inc. and TAP Group dated January 10, 2011 |
| Filed with the SEC on February 7, 2011 as part of our Current Report on Form 8-K. |
10.11 |
| Joint Venture Agreement between Sino Payments, Inc. and Tap Investments Group Limited dated November 26, 2010 |
| Filed with the SEC on April 4, 2011 as part of our Quarterly Report on Form 10-Q/A. |
10.12 |
| Financial Framework Services Agreement between TAP e-Payment Services (HK) Limited and TAP Services (HK) Limited dated January 27, 2011 |
| Filed with the SEC on April 19, 2011 as part of our Quarterly Report on Form 10-Q. |
10.13 |
| Share Exchange Agreement by and among Sino Payments, Inc., TIG Investments Group Limited and the Majority Shareholders of TIG dated November 24, 2011 |
| Filed with the SEC on December 22, 2011 as part of our Annual Report on Form 10-K |
14.01 |
| Code of Ethics |
| Filed with the SEC on July 20, 2009 as part of our Quarterly Report on Form 10-Q. |
16.01 |
| M&K CPAS, PLLC dated March 16, 2012, to the Securities and Exchange Commission |
| Filed with the SEC on March 16, 2012 as part of our Current Report on Form 8-K. |
31.01 |
| Certification of Principal Executive and Financial Officer Pursuant to Rule 13a-14 |
| Filed herewith. |
32.01 |
| CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act |
| Filed herewith. |
101.INS |
| INS XBRL Instance Document. |
| Filed herewith. |
101.SCH |
| SCH XBRL Schema Document. |
| Filed herewith. |
101.CAL |
| CAL XBRL Calculation Linkbase Document. |
| Filed herewith. |
101.DEF |
| DEF XBRL Definition Linkbase Document. |
| Filed herewith. |
101.LAB |
| LAB XBRL Label Linkbase Document. |
| Filed herewith. |
101.PRE |
| PRE XBRL Presentation Linkbase Document. |
| Filed herewith. |
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SINO PAYMENTS, INC.
Dated: December 12, 2014
/s/ Kenneth Tan
By: Kenneth Tan
Its: President, CEO (principal executive officer)
/s/ Alex Chan
By: Alex Chan
Its: CFO and Treasurer (principal financial and accounting officer)
Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Dated: December 12, 2014
/s/ Kenneth Tan
By: Kenneth Tan – President, and Director (Principal Executive Officer)
Dated: December 12, 2014
/s/ Alex Chan
By: Alex Chan – CFO and Treasurer
Dated: December 12, 2014
/s/ Matthew Mecke
By: Matthew Mecke – Director
Dated: December 12, 2014
/s/ Raymond Lee
By: Raymond Lee – Director
Dated: December 12, 2014
/s/ Johan Pehrson
By: Johan Pehrson – Director
Dated: December 12, 2014
/s/ Bella Tsang Po Yee
By: Bella Tsang Po Yee – Secretary
21