UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 12, 2009
SINO PAYMENTS, INC.
(Exact name of registrant as specified in its charter)
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Nevada |
000-53537 |
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(State or other jurisdiction of incorporation) |
(Commission File No.) |
Unit T25, GF Bangkok Bank Building
18 Bonham Strand West
Sheung Wan, Hong Kong
(Address of principal executive offices and zip code)
(203) 652-0130
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01.
Entry Into a Material Definitive Agreement
On November 12, 2009, Sino Payments, Inc., a Nevada corporation (the "Company") issued two (2), two year, 10% Convertible Notes (the “Notes”) to Matthew Mecke, the Company’s Chief Executive Officer, and to Moon Gate Limited (the “Holders”) in the amounts of $3,300 and $23,403, respectively. The Notes are due on November 11, 2009.
The Holders may convert the Notes into common stock of the Company, par value $0.0001 per share, ("Common Stock"), at any time at $0.05 per share. The Company may convert the Notes into shares of the Company’s common stock if the closing price of the Company’s stock as reported on the Over the Counter Markets is $$0.25 or more for 10 consecutive trading days.
The description of the Notes are brief summaries only and are qualified in their entirety by their respective terms set forth therein, a form of which is filed as an exhibit to this Current Report on Form 8-K (the “Current Report”).
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.
Item 3.02.
Unregistered Sales of Equity Securities.
The convertible securities underlying the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent the registration or an applicable exemption from the registration requirements of the Securities Act. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, pursuant to Section 4(2) and/or Regulation D thereunder. The Company did not engage in general solicitation in connection with the issuance of the Notes.
This Current Report shall not constitute an offer to sell, the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.
Item 9.01
Financial Statements and Exhibits
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Exhibit # |
Description |
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10.1 |
Form of Convertible Note |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SINO PAYMENTS, INC. |
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Date: November 18, 2009 |
By: |
/s/ Matthew Mecke |
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Matthew Mecke |
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Chief Executive Officer |
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Exhibit 10.1
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
CONVERTIBLE PROMISSORY NOTE
$____________
Executed on this ___ day of November, 2009
Hong Kong, China
For value received, Sino Payments, Inc., a Nevada corporation (the “Company”), promises to pay to ___________________ (the “Holder”), the principal of $_________________. Interest shall accrue from the date of this Note on the unpaid principal amount at 10% per annum.
The Holder tendered the principal amount in three installments as follows:
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1.
Maturity. Unless converted, this Note will be due and payable on ________________________ (the “ Maturity Date ”). Accrued interest shall be due and payable on the Maturity Date. Notwithstanding the foregoing, the unpaid principal of this Note, and any interest, shall become immediately due and payable upon the insolvency of the Company, the commission of any act of bankruptcy by the Company, the execution by the Company of a general assignment for the benefit of creditors, the filing by or against the Company of a petition in bankruptcy, or the appointment of a receiver or trustee to take possession of the assets of the Company.
2.
Conversion.
(a)
Conversion by Holder. The entire principal amount of this Note and any accrued interest may be converted into shares of the Company’s common stock by election of the Holder at any time during the term of this Note. The number of shares to be issued upon such conversion shall be determined by dividing (i) the entire principal amount of this Note plus any accrued interest by (ii) $0.05, rounded up to the nearest whole share.
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(b)
Conversion by the Company. The Company may convert the entire principal amount of this Note, including accrued interest into shares of the Company’s common stock if the closing price of the Company’s stock as reported on the Over the Counter Markets is $$0.25 or more for 10 consecutive trading days. The number of shares to be issued upon such conversion shall be determined by dividing (i) the entire principal amount of this Note plus any accrued interest by (ii) $0.05, rounded up to the nearest whole share.
(c)
Mechanics and Effect of Conversion. Upon conversion of this Note, the Holder shall surrender this Note at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company will, as soon as practicable issue and deliver to Holder, a certificate or certificates for the number of shares to which such Holder is entitled upon conversion. Upon conversion of this Note, the Company will be released from all of its obligations under this Note.
4.
Payment. All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to the accrued interest and the remainder applied to principal.
5.
Transfer; Successors and Assigns. The Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Company.
6.
Governing Law. This Note and the rights and obligations of the parties hereto shall be governed in accordance with the laws of the State of Nevada.
7.
Notices . Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number as set forth below or as subsequently modified by written notice.
8.
Amendments and Waivers. This Note may be amended only with the written consent of the Company.
9.
Action to Collect on Note. If action is instituted to collect on this Note, the Company promises to pay all costs and expenses, including reasonable attorney’s fees, incurred in connection with such action.
10.
Loss of Note. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and indemnity satisfactory to the Company (in case of loss, theft or destruction) or surrender and cancellation of such Note (in the case of mutilation), the Company will make and deliver in lieu of such Note a new Note of like tenor.
[ONE SIGNATURE PAGE FOLLOWS]
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COMPANY:
Sino Payments, Inc.
By: _________________________________
Matthew Mecke, CEO
Address & Fax for Notice:
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