SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 24, 2010
SINO PAYMENTS, INC.
(Exact name of registrant as specified in its charter)
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Nevada |
333-147493 |
26-3767331 |
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(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
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of Incorporation) |
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Identification Number) |
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18 Bonham Strand West Sheung Wan, Hong Kong |
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(Address of principal executive offices) |
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Office: 1.877.205.6270 x 801 |
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(Registrant’s Telephone Number) |
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(Former name or former address, if changed since last report)
Copy of all Communications to:
Carrillo Huettel, LLP
3033 Fifth Avenue, Suite 201
San Diego, CA 92103
phone: 619.399.3090
fax: 619.399.0120
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On October 11, 2010, the Registrant issued a press release announcing that it has signed a Letter of Intent with an existing partner, Tap Group, whereby the parties have agreed to form a joint venture company in Hong Kong that will provide regional retailers throughout Asia with card processing services. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Limitation on Incorporation by Reference.
In accordance with General Instruction B.2 of Form 8 − K, the information in this Form 8 − K furnished pursuant to Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Information and Regulation FD Disclosure
On September 24, 2010, the Company signed a Letter of Intent (the "LOI") with Tap Group to form a joint venture company in Hong Kong (the "Joint Venture") for the purpose of both companies jointly providing card processing services to international retail clients. Per the LOI, the Company will issue 1,000,000 shares of its common stock to the Tap Group in exchange for 51% ownership in the Joint Venture. Tap Group will own the remaining 49% of the Joint Venture.
The above description of the LOI is qualified in its entirety by reference to its full text. The joint venture transaction is subject to the execution of definitive agreements, satisfactory completion of due diligence, and other customary closing conditions. A copy of the LOI is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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EXHIBIT |
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NUMBER |
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DESCRIPTION |
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99.1 |
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Press release dated October 11, 2010. |
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99.2 |
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Letter of Intent dated September 24, 2010. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: October 11, 2010
SINO PAYMENTS, INC.
By: /s/: Matthew Mecke
Matthew Mecke
CEO
Exhibit 99.1
Sino Payments and Tap Group to setup Hong Kong Joint Venture
Hong Kong Joint Venture to provide card processing services to Asia regional retailers
October 11, 2010 (Hong Kong)
– Sino Payments, Inc. (www.sinopayments.com) (OTCBB: SNPY) today announced that it has signed a Letter of Intent with existing partner Tap Group to setup a jointly owned Hong Kong company for the purpose of pooling Asia regional retailer card processing projects in which Tap Group already has existing customer relationships.
Tap Group customers in the region include such household names as:
- AS Watsons Group (Hong Kong, Macau, China, Taiwan, Singapore, Malaysia, Thailand and Philippines.)
- Sogo Department Stores (Hong Kong)
- PCCW (Hong Kong)
- CTM (Macau)
- Robinsons Group (Philippines)
Sino Payments’ President and CEO Matthew Mecke stated, "Sino Payments and existing partner Tap Group have agreed to setup a joint venture company in Hong Kong that will provide regional retailers throughout Asia with card processing services. As this is the next step in our partnership we will work towards bringing additional related news as soon as possible and we continue to look forward to working with Tap Group to provide card processing services throughout the Asia region.”
Tap Group GM Calinda Lee stated, “Tap group is helping customers in the region with stores totaling over 2000 stores with more than 10000 POS and on-line card payments is always top on their wishes list. Setting a joint venture company in Hong Kong with Sino Payments is our first step to tap this growing market and we look forward to landing our first deal in the next few months.”
About Sino Payments, Inc. (www.sinopayments.com)
Sino Payments is a US public company with offices in Hong Kong. In addition to providing stand alone worldwide ecommerce processing capability, Sino Payments' proprietary IP transaction processing system (SinoPay GPP) is designed to convert transaction processing systems from old type dial up point of sale systems linked to sophisticated check out terminals to a modern seamless IP transaction process, reducing credit and debit card transaction processing times by half at checkout. Sino Payments focuses on providing IP credit and debit card processing services to large retail chains, including supermarket chains and large regional multinational retailers, in China and throughout Asia.
About TAP Group (www.tap-group.com.cn )
TAP Group is a leading provider of customer-centric solutions for the retail industry. By integrating market-leading Point-of-Sales/Point-of-Interaction (POS/POI) and retail CRM solutions, TAP provides retailers with the capability to offer a consistent shopping experience across all channels, all the time, enabling them to easily and effectively manage the customer lifecycle on a one-to-one basis.
TAP Group is Headquartered in Hong Kong with offices in Macau, Shenzhen, Guangzhou, Shanghai, Beijing, and Manila with over 140 staff.
Contacts:
Sino Payments, Inc.
Matthew Mecke
Chairman & CEO
T 1.877.205.6270 x801
Investor Relations
ir@sinopayments.com
T 1.866.500.8985
FORWARD-LOOKING-STATEMENT:
Except for factual statements made herein, the information contained in this press release consists of forward-looking statements that involve risks and uncertainties, including the effect of changing economic conditions, competition within the credit and security industry, customer acceptance of products and other risks and uncertainties. Such forward-looking statements are not guarantees of performance, and Sino Payments, Inc. results could differ materially from those contained in such statements. These forward-looking statements speak only as of the date of this release, and Sino Payments, Inc. undertakes no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this release.
SINO PAYMENTS
Exhibit 99.2
24 September 2010
RE: Letter of Intent to form Hong Kong card processing Joint Venture Company
Sino Payments, Inc. and TAP Group here by agree to cooperate in the establishment of a Hong Kong Joint Venture Company for the purpose of both companies jointly providing card processing to International retail clients.
TAP Group will establish the Hong Kong Joint Venture Company and Sino Payments, Inc. agrees to acquire 51% of the shares of the Hong Kong Joint Venture Company in exchange for 1,000,000 Sino Payments, Inc. common shares (OTCBB: SNPY).
After the 51% acquisition of Hong Kong Joint Venture Company shares by SNPY, TAP Group will hold the remaining 49% of the HKJV Co shares. TAP Group agrees that at a time and place and price to be agreed in the future by both TAP Group and Sino Payments, Sino Payments will have the first right of refusal to purchase the 49% TAP Group shares in each instance where TAP Group wishes to sell these 49% HKJV Co. shares.
Sino Payments intends to continue to purchase additional shares from TAP Group in the future above and b eyond the initial 51% HKJV Co. share purchase.
Signed in duplicate by:
Mr. Matthew Mecke
Mr. Benny Lee
On behalf of Sino Payments, Inc.
On behalf of TAP Group
Signature /s/ Matthew Mecke
Signature /s/ Benny Lee
Date: September 24, 2010
Date: October 5, 2010
UNIT T25 GF BANGKOK BANK BUILDING 18 BONHAM STRAND WEST
Sheung Wan • Hong Kong
Phone: (852) 8121 4220