SINO PAYMENTS, INC. (Form: 8-K/A, Received: 10/16/2015 14:36:28)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment Number One)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 15, 2015 (January 1, 2014)

SINO PAYMENTS, INC.

(Exact name of registrant as specified in its charter)


Nevada	000-53537	26-3767331
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	7/F., DartonTower 142 WaiYip Street, Kwun Tong Kowloon, Hong Kong (Address of principal executive offices) inapplicable (no zip or postal code) Phone: (852) 2950 4288 (Registrant’s Telephone Number, including area code) Inapplicable (Former name or former address, if changed since last report)

Copy of all Communications to:

Paul Richter

PW Richter PLC

3901 Dominion Townes Circle

Richmond, Virginia 23223

Phone: (804) 644-2182

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))

EXPLANATORY NOTE

This Form 8-K/A is an amendment (“Amendment No. 1”) to the Current Report on Form 8-K filed by Sino Payments, Inc. (“Company” or “SINO”) with the Securities and Exchange Commission (the “SEC”) on February 3, 2014, (Event Date of January 1, 2014), concerning the Share Exchange Agreement, dated November 24, 2011, (“Share Exchange Agreement”) with TAP Investments Group Limited (“TIG”), a Hong Kong SAR Limited Company (which subsequently changed its name to Value Exchange Int’l (China) Limited (“VEI CHN”) on May 13, 2013), and VEI CHN stockholders, which Share Exchange Agreement was amended by a December 1, 2013 Supplementary Agreement between SINO and VEI CHN and VEI CHN stockholders. Under the Share Exchange Agreement, as amended, SINO has acquired all of the issued and outstanding equity securities of VEI CHN. This Amendment Number 1 presents the required pro forma and consolidated financial statements of SINO and VEI CHN and its subsidiaries with accompanying notes.

TABLE OF CONTENTS


Item No.	Description of Item	Page No.

Item 1.01	Entry Into a Material Definitive Agreement	4
Item 2.01	Completion of Acquisition or Disposition of Assets	5
	History of the Company and the Acquired Company	6
	Business Focus after Share Exchange	7
	Directors and Executive Officers	10
	Executive Compensation	13
	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
	Certain Relationship and Related Transactions, and Directorship Independence	18
Item 3.02	Unregistered Sales of Equity Securities	26
Item 4.01	Changes in Registrant’s Certifying Accountant	26
Item 5.01	Changes in Control of Registrant	27
Item 5.02	Departure of Directors or Principal Officers; Election of Directors;
	Appointment of Principal Officers; Compensatory Arrangements of Certain Officers	27
Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year	27
Item 5.06	Change in Shell Company Status	28
Item 9.01	Financial Statements and Exhibits	28

DEFINITIONS OF CERTAIN TERMS USED IN THIS

AMENDMENT NUMBER 1 TO THE CURRENT REPORT ON FORM 8-K.

Except where the context otherwise requires and for purposes of this Amendment Number 1 to Current Report on Form 8-K only:

“We,” “us,” “our company,” “Company,” “our” and “SINO” refer to Sino Payments, Inc., a Nevada corporation and the Reporting Company of this Amendment Number 1 to this Current Report on Form 8-K.

The “Acquired Company” and “VEI CHN” refer to Value Exchange Int’l (China) Limited, and its consolidated subsidiaries, namely Value Exchange Int’l (Hong Kong) Limited (“VEI HKG”) and Ke Dao Solutions Limited (“KDSL”), both are companies incorporated in Hong Kong with limited liability, and Value Exchange Int’l (Shanghai) Limited (“VEI SHG”), a wholly-owned Foreign Enterprise registered in Shanghai, PRC. VEI HKG and KDSL, all of which Hong Kong SAR subsidiaries are collectively referred to as “HKG subsidiaries” and VEI SHG is referred to as “PRC Subsidiary”).

References to the “Bulletin Board” and the “OTC Bulletin Board” are to the Over-the-Counter Bulletin Board, a securities quotation service, which is accessible at the website http://www.finra.org/industry/otcbb/otc-bulletin-board-otcbb. “OTCQB” means The OTC Markets Group, Inc. QB Tier, a national quotation system found at www.otc.com.

References to PRC Subsidiary’s “registered capital” are to the equity securities of PRC Subsidiary, which under PRC law is measured not in terms of shares owned but in terms of the amount of capital that has been contributed to a company by a particular shareholder or all shareholders. The portion of a limited liability company’s total capital contributed by a particular shareholder represents that shareholder’s ownership of the company, and the total amount of capital contributed by all shareholders is the company’s total equity. Capital contributions are made to a company by deposits into a dedicated account in the company’s name, which the company may access in order to meet its financial needs. When a company’s accountant certifies to PRC authorities that a capital contribution has been made and the company has received the necessary government permission to increase its contributed capital, the capital contribution is registered with regulatory authorities and becomes a part of the company’s “registered capital.”

“China” or “PRC” refers to the People’s Republic of China, excluding Taiwan, but including the Special Administrative Regions of Hong Kong and Macau.

All references to “Renminbi” or “RMB” are to the legal currency of China.

All references to “Hong Kong dollars,” or “HK$” are to the legal currency of the Special Administrative Region of Hong Kong.

All references to “U.S. dollars,” “dollars,” or “$” are to the legal currency of the United States of America.

Note: Amounts set forth herein may not always add to the totals due to rounding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Amendment Number 1 and other reports filed by us from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995, as amended), and information that is based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” “may,” “could,” or the negative or derivatives of these terms and similar expressions as they relate to us or our management identify as forward-looking statements. Such statements reflect the current view of our management with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this Report entitled “Risk Factors”) as they relate to our industry, our operations and results of operations, and any businesses that we acquired or may acquire. Should one or more of the events described in these risk factors materialize, or should our underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned or otherwise indicated by forward looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable as of the date made, we cannot guarantee future results, levels of activity, performance or achievements. We urge you to be cautious of the forward-looking statements. No assurances can be or is given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

Our ability to attract and retain management and key personnel with experience in our industry as well as our ability to successfully integrate and operate acquired operations and assets;

Our ability to raise capital when needed and on acceptable or affordable terms and conditions;

The intensity of competition in our core markets; and

General economic conditions in the world and our core market regions.

Except as required by applicable law, including the U.S. federal securities laws, we do not intend to update any of the forward-looking statements to conform them to actual results. The following discussion should be read in conjunction with our pro forma financial statements and the related notes filed herein. Readers should read this Amendment Number 1 in conjunction with the discussion under the caption “Risk Factors,” our financial statements and the related notes thereto in this Amendment Number 1, and in other Filings which we filed and may file from time to time with the Securities and Exchange Commission (the “SEC”).

ITEM 1.01

Entry into a Material Definitive Agreement.

As previously reported, on November 24, 2011, SINO entered into a Share Exchange Agreement (the “Share Exchange Agreement”, as amended by the “Supplementary Agreement” as defined below) with TAP Investments Group Limited (“TIG”), a Hong Kong Limited Company which subsequently changed its name to Value Exchange Int’l (China) Limited (“VEI CHN”) on May 13, 2013. TIG is a privately-held investment holding company with subsidiaries operating in PRC and Asia in information technology solutions service industry. Pursuant to the terms of the Share Exchange Agreement, the holders of a majority of the issued and outstanding equity securities of TIG (“Majority Stockholders of TIG”) agreed to exchange 70% of their equity securities holdings in TIG in exchange for 50% of the issued and outstanding shares of Common Stock, $0.00001 par value per share, of SINO (the “SINO Common Stock”), subject to and after a reverse split of shares of the outstanding and issued SINO Common Stock.

The consummation of the share exchange under the Share Exchange Agreement (“Share Exchange”) was subject to certain usual and customary conditions, including among others, SINO effecting a 1 to 6 reverse stock split in order to reduce its issued and outstanding shares of Common Stock from 72,000,000 to 12,000,000 shares of $0.00001 par value per share. TIG Stockholders exchanged all of the shares of TIG capital stock for a newly issued 12,000,000 shares of SINO Common Stock, calculated post reverse split. There were no TIG preferred shares issued and outstanding.

The Share Exchange Agreement also contained an share exchange arrangement that SINO issued 1,000,000 common shares at $0.00001 par value per share to VEI CHN shareholder in exchange for its 51% holdings in a VEI CHN subsidiary, TAP e-Payment Services (HK) Ltd. (“TeP”) in 2011 , which TeP was intended to develop a new digital technology application system for the retail industry (“Application”).

On December 1, 2013, SINO and VEI CHN entered into an agreement to close down TeP by transferring the costs of investment in the Application system to VEI HKG, another subsidiary of VEI CHN. Both parties agreed to complete this transaction by allowing the 166,667 shares of SINO Common Stock held by VEI CHN to be transferred to the majority stockholder of issued and outstanding shares of VEI CHN capital stock (“Majority Stockholder of VEI CHN”) in exchange for the remaining 30% of the issued and outstanding shares of VEI CHN capital stock to be transferred to SINO by the Majority Stockholder of VEI CHN. After the completion of this exchange transaction, SINO and the Acquired Company concluded the Share Exchange. The closing of the Share Exchange (the “Closing”) took place on January 1, 2014 (the “Closing Date”), remotely via the exchange of documents and signatures on the day the conditions to closing set forth in Articles V and VI of the Share Exchange Agreement being satisfied or waived.

The summary of the Share Exchange Agreement and Supplementary Agreement in this Amendment Number 1 is qualified in their entirety by reference to the actual agreements (as filed to this Amendment Number 1 as Exhibits 10.1 and 10.2, respectively). It is not intended that the Share Exchange Agreement and Supplementary Agreement to be a source of financial, business or operational information, or provide any other factual information, about SINO, TIG or its respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Share Exchange Agreement and Supplementary Agreement are made only for purposes of such agreements; are referred as of specific dates; are solely for the benefit of the parties thereto (except as otherwise specifically set for therein); may be subject to limitations agreed upon by the parties thereto, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties, instead of establishing these matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof in the Share Exchange Agreement and Supplementary Agreement as characterizations of the actual state of facts or conditions of SINO or TIG or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representation, warranties and covenants may change after the date of the Share Exchange Agreement and Supplementary Agreement, which subsequent information may or may not be fully reflected in SINO’s public disclosures or public disclosure concerning TIG.

The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by the Share Exchange Agreement and Supplementary Agreement, a copy of each is attached to this Amendment Number 1 as Exhibit 10.1 and Exhibit 10.2, respectively, which agreements are incorporated herein by reference.

ITEM 2.01

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

The completion of the Share Exchange and related agreements and transactions is set forth in Item 1.01 above. The completion of the Share Exchange resulted in VEI CHN becoming a wholly owned subsidiary of SINO and the subsidiaries of VEI CHN becoming part of SINO’s consolidated operations.

Accounting Treatment of the Merger. For financial reporting purposes, the Share Exchange represents a "reverse merger" rather than a business combination and SINO is deemed to be the accounting acquiree in the transaction. The Share Exchange is being accounted for as a reverse-merger and recapitalization. SINO is the legal acquirer but accounting acquiree for financial reporting purposes and VEI CHN is the acquired company but accounting acquirer. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior to the Share Exchange will be those of VEI CHN and will be recorded at the historical cost basis of VEI CHN, and no goodwill will be recognized in this transaction. The consolidated financial statements after completion of the Share Exchange will include the assets and liabilities of VEI CHN and SINO, and the historical operations of SINO and the combined operations of VEI CHN from the initial closing date under the Share Exchange Agreement.

The description of operations and business of SINO and VEI CHN are set forth below.

BUSINESS

History of the Company and the Acquired Company

History of Sino Payments, Inc.

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 initial business was to operate a credit card processing and merchant-acquiring services company that provides credit card clearing services to merchants and financial institutions in PRC. Since inception, we have strived to implement our business plan, including the key step of creating our Global Processing Platform (“SinoPay GPP”) and establishing our website, www.sinopayments.com.

Specifically the Company’s business 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 their IP and related credit card and debit card processing systems. We offer interoperability through what is envisioned as a highly efficient infrastructure and perceived exceptional knowledge of the IP processing market through our SinoPay GPP platform. The SinoPay GPP system facilitates the processing of all major 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 intends to deploy the SinoPay GPP platform throughout Asia with a focus on China, Hong Kong, Thailand, Philippines, Malaysia, Korea, and Japan.

As of the date of this Amendment Number 1, we still have not implemented any IP processing services to any customer.

With the completion of, the Share Exchange, the Company’s intent is to integrate and develop its IP Business within the businesses of the Acquired Company and its subsidiaries in Information Technology Services and Solutions to the Retail Sector (“IT Business”) in PRC and Asia Pacific Region. We believe that the IT Business of the Acquired Company will supplement and enhance the efforts in the IP sector. We will evaluate the merits of this business strategy from time to time and may elect in the future to continue to pursue an IP/IT Service business or focus more on one segment than the other. Any change in business focus will be based on current economic conditions, competitive environment, our available cash and infrastructure resources, current customer demand trends and financial results of each segment of our post-Share Exchange business plan. Integration of the IP Business and IT Business should be completed by 2016.

History of Value Exchange Int’l (China) Limited

VEI CHN was first established on November 16, 2001 in Hong Kong SAR with limited liability in the name of Triversity Hong Kong Limited and subsequently changed its name to Triversity (Asia Pacific) Limited on April 24, 2002 and then further changed its name to TAP Investments Group Limited on November 16, 2007. VEI CHN changed to its current name as Value Exchange Int’l (China) Limited on May 13, 2013.

VEI CHN is an investment holding company with two subsidiaries established in Hong Kong SAR, namely TAP Services (HK) Limited which was incorporated on August 25, 2003, and subsequently changed to its current name, Value Exchange Int’l (Hong Kong) Ltd. (“VEI HKG”), on May 13, 2013 and Ke Dao Solutions Limited (“KDSL”) which was incorporated on May 14, 2013. VEI CHN also set up a Wholly-owned Foreign Enterprise (WOFE) in Shanghai, PRC, in September 2, 2008 in the name of Value Exchange Int’l (Shanghai) Limited (“VEI SHG”).

The principal business of VEI CHN is to provide information technology services and solutions to Retail Sector in Hong Kong and Macau SAR and in major cities of PRC. The main business partner of the group is Wincor Nixdorf Corporation (“WNC”), a German listed group with subsidiaries in PRC. Over these years, VEI CHN and its subsidiaries serve the AS Watson Group, a retail conglomerate, directly and through a sub-contracting arrangement with WNC in the region. This contributes almost 70% to 80% of the gross sales revenue each year to VEI CHN. In recent years, VEI HKG secures a number of service contracts for a leading retail group, Robinson Retails Group, in Philippines. PCCW, Inland Revenue Department of the Hong Kong SAR Government and The Dairy Farm Company Ltd. have also become major customers of the VEI CHN Group.

The annual sales of VEI CHN group have been increasing over the past few years in its principal business by expanding its customer base and its scope of services including system development and enhancement in functions relating to POS Retalix system, which is a fully integrated, modular, open architecture POS solution for operational and management functions and capable of integration with IP systems.

Business Focus after Share Exchange

With the completion of the Share Exchange and throughout fiscal year 2015 and 2016, SINO is focusing and will focus its business in IT Business and will seek to implement its IP and related credit card and debit card processing systems as part of the IT Business. We shall also seek business opportunities in the applications of digital technology which can raise our customers’ competitive edge leading to increase in market share and profitability in their business sectors.

With respect to the IP Business, 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. Expansion of services to other Asian markets will rely upon our ability to establish a profitable operation in Hong Kong and China.

With respect to the IT Business, the Company’s strategy is to establish a profitable operation in Hong Kong and then seek to expand its IT services to commercial customers in the Hong Kong and China markets.

POST-SHARE EXCHANGE CORPORATE STRUCTURE

As set forth in the following diagram, following the integration of operations, which we anticipate will occur in fiscal year 2016, a diagrammatic representation of our integrated corporate structure, indicating the legal domicile, geographic location and ownership/control, is as follows:

[F8KA101515_8KZ001.JPG]

Marketing

Initially, our IP Business services were promoted by one of our Directors, Mr. Matthew Mecke. He was responsible for promoting credit and debit card processing services to retail stores located in Asia before January 1, 2014.

With the Acquisition, we use and anticipate utilizing several other marketing activities in our attempt to make our services known to corporations and attract clientele. These marketing activities are designed to inform potential clients about the benefits of using our IT Business and IP Business services and include 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 campaign.

VEI CHN and its subsidiaries have been providing IT services mainly in POS (point of sale) maintenance and support to the retail sector for more than 15 years. Over these years, the VEI CHN group has been serving ASW Group’s retail chain, the Watsons, ParknShop in Hong Kong territory and PRC. In the last few years, the VEI CHN Group has extended its clientele to other sectors, including leading telecommunication company, PCCW and Inland Revenue Department of Hong Kong SAR Government.

VEI CHN Group has Sales and Marketing team in each regional office to promote and maintain good business relationships with our customers. We strive to provide high quality and fast response services to our customers in our VEI CHN Help Centre, Maintenance Support Team and Professional IT Engineer to help customers solving their problems and satisfying their IT needs.

Competitio n

IT Business . VEI CHN Group has been serving in IT business sectors for over 15 years, focusing on POS maintenance and support to retail sector. The VEI CHN Group will continue its key business and seek to expand its client base to gain more market shares. When and if SINO has sufficient funding and has a stable, integrated IT Business and IP Business, SINO may also acquire companies in the Asia Pacific region with similar businesses. The operating subsidiaries will also cooperate with strategic partners in the local markets to secure and provide maintenance services to major retail customers. We face significant competition from large multinational service providers, such as Wincor Nixdorf, NCR, Fujitsu, IBM, Toppan Forms and large national companies, such as Octopus card, an electronic payment in online or offline system in Hong Kong. Though VEI CHN Group faces keen competition in the maintenance service market, it has a well-trained technical team which we believe offers premier services to the satisfaction of our customers.

IP Business . 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, such as Paypal, Visa and large national companies, such as Alipay and Octopus, 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 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.

Security of Computer Networks

We maintain certain computer networks, computer systems and databases in connection with our business operations and services. We use readily available security programs to protect these systems and databases. Any security system or program may be vulnerable to hacking or security breaches, especially since hacking and malicious programs are constantly evolving to overcome new security measures. Like any company’s computer and network systems and databases, our systems and databases could be vulnerable to security hacking or malicious programs. We have not experienced any significant security breaches or problems as of the date of this Amendment Number 1.

Key Personnel

The following personnel are considered critical to our operations: Kenneth Tan and Benny Lee, who provide executive management services and strategic direction. We do not have key man insurance to fund replacement of any key personnel. We also frequently use third party consultants acting as independent contractors to assist in the completion of various projects. Third parties are instrumental to keep the development of projects on time and on budget. Reliance on independent contractors is common in technology services businesses.

Insurance

Except the Company’s subsidiaries in (i) PRC are required to cover its employees with medical, retirement and unemployment insurance programs, and (ii) Hong Kong are required to cover its employees with labor insurance programs under the prevailing laws and regulations of the PRC and in Hong Kong, we do not maintain other insurance. Because we may not have sufficient insurance, if we are made a party to a liability action, we may not have sufficient funds to defend the litigation or may suffer another liability. If that occurs a judgment or liability that is not covered by insurance could cause us to cease or reduce operations.

Government Regulation

We are not currently subject to direct Chinese, United States federal, state or local regulation 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 international and local laws and regulations may be adopted with respect to the Internet applications and transactions, including ones used in or serviced by our IP Business or IT Business. 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. Existing and future laws and regulations governing the privacy of end user’s or their customers’ information is or may become part of the regulatory burden of conducting our business lines.

We are not certain how our existing businesses may be affected by the application of existing, evolving 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, including areas affecting our business lines. Such uncertainty could reduce demand for services or increase the cost of doing business as a result of litigation or regulatory 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. Our failure to qualify a business in a jurisdiction where it is required to do so could subject it 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.

Employees

We have more than 180 employees, including officers of the Company and including employees and officers of VEI CHN and its subsidiaries.

Property

We own no real property. Our company and subsidiary operations leases the following office spaces:

7/F, Darton Tower, 142 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong

Unit G, 18/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong (Terminated in April 2015)

Room 02, 41/F, Zhujiang International Building, No.112 Yuehua Road, Guangzhou, China 510030

Room 705, 7/F, Cai Wu Wei Jing Long Building, No. 139 Hong Bao Road , Shen Zhen, China 518001

Unit A, 21/F, Tower B, Honglong Century Plaza, No. 4002, Shennan East Road, Luohu District, Shenzhen 518001 (Terminated in July 2014)

Room 1109, Simike Building, No. 800 Shangcheng Road, Pudong New District, Shanghai, China 200122

Room C, 21/F, 29 Xiang Cheng Road, Shanghai, China 200122 (Terminated in September 2015)

Room MIT West Wing, GC Tower, No. 577 Pudian Road, Shanghai, China, 200122 (Terminated in September 2015)

Room 1107, 2/F, No. 15 West Majiapu Road, Fengtai District, Beijing, China 100068

10)

Room 202, Unit 11, Building, No. 53 Jiaomen West Road, Fengtai District, Beijing, China 100068 (Terminated in June 2015)

We believe that the above space is sufficient for our current operations. We paid $143,779 and $134,302 in aggregate lease payments in fiscal year 2014 and 2013 respectively for the above spaces.

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 December 31, 2013 and 2014:



Name	Age	Position with the Company	Director Since
Matthew Mecke	46	Director	11/ 21/08
Raymond Lee (1)	58	Director	05/04/11
Kenneth Tan	51	Chief Executive Officer, President and Director	08/26/13
Bella Tsang (2)	50	Secretary, Treasurer, Principal financial officer and Director	08/26/13
Alex Chan (3)	59	Director, Treasurer and Chief Financial Officer	08/26/13
Johan Pehrson	57	Director	07/07/14
Edmund Yeung	44	Director	06/25/15

Footnote:

(1)

On April 10, 2015, Raymond Lee resigned as a member of the SINO’s Board.

(2)

On August 26, 2013, Bella Tsang was appointed as a Secretary and Director of the Company; and on June 25, 2015, she was appointed as a Treasurer and principal financial officer of the Company.

(3)

On June 25, 2015, Alex Chan resigned as Chief Financial Officer, Treasurer of the Company, and a member of the SINO’s Board.

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:

Matthew Mecke. Prior to his appointment as Chairman and Chief Executive Officer of SINO, 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 Chief Executive Officer 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 Chief Executive Officer and President of the Company, which resignation did not involve any dispute with the Company. He remains a Director of the Company.

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. On April 10, 2015, Mr. Lee resigned as a member of the SINO Board of Directors. Mr. Lee’s resignation was not as a result of any disagreement with the Company’s operations, policies or practices.

Kenneth Tan . Prior to his appointment as Chief Executive Officer and President of SINO, Mr. Tan was the President, Sales for Value Exchange International Limited (“VEI”), a related company of VEI CHN, and was responsible to sales for the Asia Pacific region. Before taking up the appointment in VEI, Mr. Tan was the Vice President, 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.

Bella Tsang. Prior to her appointment as Secretary and Director of SINO, Ms. Tsang had been working as Marketing Manager of VEI HKG 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.

Alex Chan . Alex 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. On June 25, 2015, Mr. Chan resigned as a member of the SINO Board of Directors. Mr. Chan’s resignation was not as a result of any disagreement with the Company’s operations, policies or practices.

Johan Pehrson . Johan Pehrson is one of the two founders of ER-Konsult, a business consultancy firm since 1999 in Sweden. Mr. Pehrson graduated at the University of Umea with a degree in Business Marketing. He has performed more than 1,000 workshops to various organizations to facilitate the development of management, markets and sales. On July 7, 2014, Johan Pehrson was appointed as a member of the SINO Board of Directors.

Edmund Yeung . For the past ten years, Mr. Yeung has been a Managing Director for Whole Glory Investments Ltd., a property investment company. Previously, he also served as the executive director of Combined Chemicals Co., an adhesive product manufacturer, for 15 years. On June 25 2015, Edmund Yeung was appointed as a member of the SINO Board of Directors.

Mr. Kenneth Tan, Mr. Alex Chan and Ms. Bella Tsang are also directors of VEI CHN since 23 May 2013. These three Directors were appointed by SINO in accordance with the terms in the Share Exchange Agreement but were not involved in day-to-day operations or management decision of SINO before January 1, 2014. As such, despite these three common Directors of SINO and VEI CHN, both companies were not deemed to be under common control prior to the Acquisition.

The SINO Board of Directors has no nominating, audit or compensation committee as of the date of this Amendment Number 1, but SINO will explore formation of such committees in fiscal year 2015 and anticipates creation of an audit committee in fiscal year 2015.

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 SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law and the judgment has not been reversed, suspended, or vacated;

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self- regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in this Amendment Number 1’s discussion of related party transactions, none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Stockholder Communication with the Board of Directors .

Stockholders may communicate with the Board by sending a letter to our Board of Directors, c/o Corporate Secretary, 7/F., DartonTower, 142 WaiYip Street, Kwun Tong, Kowloon, Hong Kong for submission to the board or committee or to any specific director to whom the correspondence is directed. Stockholders communicating through this means should include with the correspondence evidence, such as documentation from a brokerage firm, that the sender is a current record or beneficial stockholder of the Company. All communications received as set forth above will be opened by the Corporate Secretary or her designee for the sole purpose of determining whether the contents contain a message to one or more of our directors.

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 or independence 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 is exploring and will explore the recruitment of qualified independent directors to serve as members of and qualified to serve as members of an audit committee.

When formed, 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.

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 for the fiscal quarter ended May 31, 2009 and which Code of Ethics is incorporated by reference hereto as Exhibit 10.3 to this Amendment Number 1.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our executive officers, directors and beneficial owners of more than 10% of a registered class of our equity securities to file with the SEC statements of ownership and changes in ownership, which is done on Form 3, Form 4 and Form 5. The same persons are required to furnish us with copies of all these Section 16(a) forms they file.

Except as set forth below in this paragraph, and except as disclosed in our previous reports filed with the SEC, we believe that all of our executive officers, directors and beneficial owner of more than 10% of a registered class of our equity securities complied with the applicable filing requirements during fiscal year 2014 and 2015 year to date. Based on information provided to us by our directors, officers and beneficial owners of more than 10% of the issued and outstanding shares of Common Stock, the following transactions were not timely reported under Section 16(a): (1) Director and Treasurer Bella Tsang Po Yee: (a) 870,540 shares disposed on July 15, 2014; (b) 2,950,000 shares disposed on November 14, 2014; (c) 127,618 shares acquired on December 30, 2014; (d) 1,672,558 shares disposed January 16, 2015; (e) 500,000 shares disposed on May 18, 2015; (f) 497,369 shares acquired on May 18, 2015; and (g) 500,000 shares acquired October 8, 2015. (2) Director Tan Seng Wee: 1,639,225 shares acquired on January 16, 2015; (3) Director Edmund Yeung Chun Wing did not timely file a Form 3 in 2015 when he was appointed to the Company Board; (4) Director Matthew Mecke filed a Form 4 on January 23, 2015 for a sale of shares on December 14, 2014; and (5) Director John Pehrson filed a Form 4 on February 17, 2015 for an acquisition of shares on January 12, 2015. In making these statements, we have relied upon examination of the copies of all Section 16(a) forms provided to us and the written representations of our executive officers, directors and beneficial owners of more than 10% of a registered class of our equity securities.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to our executive officers during the twelve month periods ended, December 31, 2014, 2013 and 2012. No other executive officer received compensation greater than $100,000 during any fiscal year period or as of the date of this Amendment Number 1.

Summary Compensation Table


Name and Principal Position	Fiscal Year Ended 12/31	Salary ($)	Bonus ($) ⁽²⁾	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Matthew Mecke (1)	2014	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2013	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2012	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

Kenneth Tan (2)	2014	150,000	-0-	-0-	-0-	-0-	-0-	-0-	150,000
	2013	115,385	-0-	-0-	-0-	-0-	-0-	-0-	115,385
	2012	2,564	-0-	-0-	-0-	-0-	-0-	-0-	2,564

Alex Chan (3)	2014	61,090	-0-	-0-	-0-	-0-	-0-	-0-	61,090
	2013	47,308	-0-	-0-	-0-	-0-	-0-	-0-	47,308
	2012	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

Bella Tsang (4)	2014	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2013	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2012	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

Footnotes:

Mr. Mecke, former Chief Executive Officer, Chief Financial Officer, President and a Director of the Company, and as of August 26, 2013, a Director only.

Mr. Kenneth Tan was appointed as Chief Executive Officer and a Director of the Company as of August 26, 2013 .

Mr. Alex Chan was appointed as Chief Financial Officer and a Director of the Company as of August 26, 2013.

Ms. Bella Tsang was appointed as Secretary and Director of the Company as of August 26, 2013, and was appointed as Treasurer and principal financial officer of the Company as of June 25, 2015.

There are no other compensatory plans or arrangements except as disclosed, 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 non-exercisable options, as of the years ended December 31, 2014, 2013 and 2012.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

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

None of the directors received compensation for director services during the fiscal year ending December 31, 2014, 2013 and 2012.

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 the fiscal years ended December 31, 2014 and 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 December 31, 2014 and 2013, there were 26,956,930 and 26,566,930 shares respectively of our common stock outstanding:


		December 31, 2014		December 31, 2013
Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership (1) (#)	Percent of Class (2) (%)	Amount and Nature of Beneficial Ownership (1) (#)	Percent of Class (2) (%)
Matthew Mecke (3) Unit T25, GF Bangkok Bank Building 18 Bonham Strand West Sheung Wan, Hong Kong	Common	0	-	512,920	1.93%
Raymond Lee (4) House 22, Capri Villa 136 Yuen Kong Sun Tsuen Pat Heung, N.T. Hong Kong	Common	0	-	0	-
Kenneth Tan (5) Block A1 35h Fl The Beverly Hills 6 Broadwood Hong Kong	Common	1,424,500	5.28%	1,424,500	5.36%
Bella Tsang (6) 7/F., Darton Tower 142 Wai Yip St Kwun Tong, Kowloon Hong Kong	Common	8,473,745	31.43%	12,166,667	45.79%
Alex Chan (7) 7/F., Darton Tower 142 Wai Yip St Kwun Tong, Kowloon Hong Kong	Common	0	-	0	-
Johan Pehrson (8) 3 Westerbergs Gata Halmstad, Sweden 30226	Common	25,000	0.09%	0	-
Edmund Yeung (9) Flat C, 7/F Phase I Kingsford Ind. Bldg 26-32 Kwai Hei St Kwai Chun, N.T. Hong Kong	Common	0	-	0	-
All Officers and Directors as a Group	Common	9,923,245	36.81%	14,104,087	53.08%

Other Beneficial Owners
CEDE & Co PO Box 20 Bowling Green Station, New York, NY, 10004 USA	Common	7,039,155	26.11%	7,039,155	27.53%

(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 26,956,930 and 26,566,930 issued and outstanding shares of SINO Common Stock as of December 31, 2014 and 2013 respectively.

(3)

Matthew Mecke is a Director of the Company. His beneficial ownership includes 0 and 512,920 common shares as of December 31, 2014 and 2013 respectively.

(4)

Raymond Lee was a Director of the Company and resigned on April 10, 2015. His beneficial ownership includes 0 common shares as of December 31, 2014 and 2013.

(5)

Kenneth Tan is the Company's Chief Executive Officer, President and a Director. His beneficial ownership includes 1,424,500 common shares as of December 31, 2014 and 2013.

(6)

Bella Tsang is the Company's Secretary, Treasurer, Principal financial officer and a Director of the Company. Her beneficial ownership includes 8,473,745 and 12,166,667 common shares as of December 31, 2014 and 2013 respectively.

(7)

Alex Chan was the Company's Treasurer, CFO and a Director of the Company, and resigned on June 25, 2015. His beneficial ownership includes 0 common shares as of December 31, 2014 and 2013.

(8)

Johan Pehrson is a Director of the Company appointed on July 7, 2014. His beneficial ownership includes 25,000 and 0 common shares as of December 31, 2014 and 2013 respectively.

(9)

Edmund Yeung is a Director of the Company appointed on June 25, 2015. His beneficial ownership includes 0 common shares as of December 31, 2014 and 2013.

COMMON STOCK AND MARKET FOR COMMON STOCK

Since March 18, 2013, SINO Common Stock is quoted on The OTC Markets Group, Inc. Pink quotation system (“OTC Pink Sheets”) under the trading symbol “SNPY.” The trading symbol has a limited financial information warning symbol.

Prior to March 18, 2013, the SINO Common Stock was quoted on the OTC Bulletin Board since October 29, 2008, and was originally traded under the symbol “CHIJ.OB.” On December 17, 2008, SINO Common Stock began trading under the trading symbol of “SNPY.OB.”

Because we are quoted on the OTC Pink Sheets, SINO Common Stock is less liquid, receives no or less coverage by security analysts and news media, and generates lower prices than might otherwise be obtained if they were listed on a national securities exchange or NASDAQ.

The Company received a letter from the SEC, dated October 29, 2013, in late October 2013, which SEC letter served notice that the Company was not in compliance with Section 13(a) of the Exchange Act and stated that the Company had fifteen days from date of the letter to file all past due Exchange Act filings or face possible revocation of Company’s registration under 12(j) of the Exchange Act. The Company failed to get current in those Exchange Act filings. The Company has sent a letter, dated October 1, 2015, to the SEC and this Company letter sets forth a schedule for filing all past due Exchange Act filings. There can be no assurance that the SEC won’t deregister the Company under Section 12(j) even if the Company makes all past due filings. The failure to timely file the Exchange Act filings created the right of the SEC to deregister the Company under Section 12(j) of the Exchange Act.

The following table sets forth the high and low bid prices for our Common Stock per fiscal quarter as reported by the OTC Pink Sheets based on our fiscal year end August 31 ^st and December 31 ^st . 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
January 1, 2015 – March 31, 2015	$	0.195	$	0.130
April 1, 2015 – June 30, 2015	$	0.144	$	0.030
July 1, 2015 – September 30, 2015	$	0.060	$	0.050


Fiscal Quarter		High		Low
January 1, 2014 – March 31, 2014	$	0.210	$	0.135
April 1, 2014 – June 30, 2014	$	0.205	$	0.145
July 1, 2014 – September 30, 2014	$	0.200	$	0.130
October 1, 2014 – December 31, 2014	$	0.200	$	0.100



Fiscal Period		High		Low
September 1, 2013 – December 31, 2013	$	0.250	$	0.075


Fiscal Quarter		High		Low
September 1, 2012 – November 30, 2012	$	0.03	$	0.011
December 1, 2012 – February 28, 2013	$	0.036	$	0.013
March 1, 2013 – May 31, 2013	$	0.18	$	0.014
June 1, 2013 – August 31, 2013	$	0.148	$	0.04

Capitalization

We have 100,000,000 authorized shares of Preferred Stock, $0.00001 par value, and 100,000,000 authorized shares of Common Stock, $0.00001 par value.

The Common Stock: (1) has no pre-emptive or cumulative voting rights; (2) are subordinated to the Preferred Stock in respect of dividend and liquidation distributions; (3) one (1) vote per share on all issues presented or requiring shareholder approval; and (4) all shares now outstanding are fully paid for and non-assessable and all shares of common stock that are the subject of this offering, when issued, will be fully paid for and non-assessable.

The Preferred Stock is serial preferred stock. The Board is authorized, within any limitations prescribed by Company articles of incorporation and by Nevada law, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of Preferred Stock including but not limited to the following:

(a)

The rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends shall accrue;

(b)

Whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption;

(c)

The amount payable upon shares in the event of voluntary or involuntary liquidation;

(d)

Sinking fund or other provisions, if any, for the redemption or purchase of shares;

(e)

The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion;

(f)

Voting powers, if any, provided that if any of the Preferred Stock or series thereof shall have voting rights, such Preferred Stock or series shall vote only on a share for share basis with the Common Stock on any matter, including but not limited to the election of directors, for which such Preferred Stock or series has such rights; and,

(g)

Subject to the foregoing, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and preferences, if any, of shares or such series as the Board may, at the time so acting, lawfully fix and determine under the laws of the State of Nevada.

Dividends

We have paid cash dividends on our Common Stock for the years ended December 31, 2013 and 2012 amounts to $234,359 and $256,410, respectively. Any future dividends will be subject to the discretion of our Board 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.

Record Holders

As of September 30, 2015, December 31, 2014 and 2013, we had approximately 70 shareholders of 29,656,130 shares, 89 shareholders of 26,956,930 shares and 38 shareholders of 26,566,930 shares of the Common Stock issued and outstanding, respectively. There are no shares of Preferred Stock issued.

Transfer Agent

The Company transfer agent is Action Stock Transfer Corporation, located at 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, UT 84121.

Changes in Control

Other than the Share Exchange Agreement, there are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company. The Company has elected not to be governed by the control share provisions or interested shareholder provisions of the laws of State of Nevada, specifically in Nevada Revised Statutes 78.378 to 78.3793, inclusive, and 78.411 to 78.444, inclusive.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Related Party Transactions

Except as set forth in the footnotes of the attached financial statements, and other than the Acquisition, 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. Matthew Mecke, Mr. Johan Pehrson and Mr. Edmund Yeung are deemed independent directors (as defined under in NASDAQ Rule 5605(a)(2)) by the Company. Prior to Mr. Raymond Lee resignation in April 2015, he was deemed an independent director.

Additional Information About SINO

SEC Reports and Additional Information about the Company

SINO is subject to the informational and reporting requirements of the Securities Exchange Act of 1934, as amended, and, in accordance with this law, files annual, quarterly and current reports, proxy statements and other information with the SEC. One can read and copy the SINO’s SEC filings, including its financial statements, at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site known as “EDGAR” and that contains our SEC reports, proxy and information statements, and other information at www.sec.gov. The Company is delinquent in filing certain Exchange Act reports on Form 10-Q and Form 10-K. The Company is endeavoring to file these Exchange Act reports in October and November 2015.

RISK FACTORS

An investment in our Common Stock involves a high degree of risk and should only be considered by investors who can afford the entire loss of their investment as well as a lack of liquidity in the investment. If any of the following risks and uncertainties develop into actual events, our business, results of operations and financial condition could be adversely affected. In those cases, the trading price of our Common Stock could decline and investors may lose all or part of their investment. The Company’s failure to file all of its required Exchange Act reports means that there is not sufficient current information about the Company and its securities. The Company is endeavoring to correct these deficiencies in October and November 2015.

Risks Related to Our Business

Because we have a limited operating history in IP Business, and we have experienced changes in management, we may not be able to successfully manage our business or achieve profitability.

We have nominal operations that have not generated any operating income in our IP business. Even with the addition of the IT Business, our operating income and assets are not significant, especially in light of the numerous competitors in the IT Business and the fact that many of those competitors have substantially greater technical and financial resources, market share, broader geographical market reach, brand recognition, customer loyalty and strategic alliances than our company. We are vulnerable to larger competitors targeting our IT Business and the ability of our competitors to undercut our pricing for sustained periods. With limited resources and funding, our company cannot afford to engage in any pricing competition because we require profits in order to sustain our business. The likelihood of our success must be considered in light of the expenses, complications and delays frequently encountered in connection with the establishment and expansion of a small IT Business and fledging IP Business and the extremely competitive environment in which we will operate. Our performance must be considered in light of the risks, expenses and difficulties frequently encountered in establishing profitability in the evolving, highly competitive IP and IT industries. If we cannot successfully manage our business, we may not be able to generate future profits and may not be able to support our operations.

Our company has had changes in management in the past three years and such changes are not conducive to continuity of business or business strategies and are disruptive to business operations. If we do not maintain a stable, competent management team in IT Business and IP Business, our company may fail or fail to achieve profitability.

The IP industry and IT industry are highly competitive and if we are unable to compete successfully, our business will be harmed or fail .

The IP industry and IT industry are global with numerous competitors in every market and region. Further, many customers have or may develop or acquire the capability to provide IP and IT services and products in house, especially with the development of software and other technologies that eliminate or reduce the need for customers to use outside services like our company. Moreover, we believe foreign competitors and competitors with operations or subcontractors in countries such as South Korea and India may become an increasing source of competition, due largely to their access to low-cost, high-skilled labor and low cost IP or IT software and technological development resources. If we are unable to compete successfully against current or future competitors in the IP industry and IT industry, our expected revenues, margins and market share could be adversely affected, any of which could significantly harm our business or even our survival. We do not possess the resources to withstand any sustained downturn in business or extensive competition aiming our customer base.

Our success depends on certain key personnel.

Our performance to date has been and will continue to be largely dependent on the talents, efforts and performance of our senior management and key technical personnel, who generally have significant experience with our company and substantial relationships and reputations within the IP industry and IT industry. Certain of our executive officers and top technical personnel may enter into employment and noncompetition agreements. However, while it is customary in these industries to use employment agreements as a method of retaining the services of key executive personnel, these agreements do not guarantee us the continued services of such employees. We do not currently have an employment agreement with our key personnel, or with most of our key technical and engineering personnel. The loss of our executive officers or our other key personnel, particularly with little or no notice, could cause delays on business developments and projects and could have an adverse impact on our customers and industry relationships, our business, operating results or financial condition. We also lack the resources or funding to match more established competitors compensation packages for the kind of personnel that is critical to our company’s survival and success.

We rely on highly skilled and qualified personnel, and if we are unable to continue to attract and retain such qualified personnel it will adversely affect our businesses.

Our success depends to a significant extent on our ability to identify, attract, hire, train and retain qualified creative, technical and managerial personnel or to contract with such personnel as independent contractors. We expect competition for personnel with the specialized technical skills needed to create our products and provide our services will continue to intensify in the IP and IT businesses because commerce’s reliance on technology increases in order to meet the competitive need for operational efficiencies and related automation and connectivity. We plan to hire individuals on a project-by-project basis, and individuals who work on one or more projects for us may not be available to work on future projects. If we have difficulty identifying, attracting, hiring, training and retaining such qualified personnel, or incur significant costs in order to do so, our business and financial results could be negatively impacted.

We may not be able to successfully implement our strategies of penetrating into the IP industry and expanding in the IT industry, effectively or at all.

A key feature of our growth strategy is to establish IP business while expanding our IT Business. This strategy requires us to leverage the talents of our key personnel, their experience and developing and protecting any proprietary rights. As a company, however, we have limited financial resources to accomplish these goals. Entry into these businesses presents significant challenges and subjects our business lines to significant risks, including those risks set forth in these Risk Factors. The inability to successfully manage these challenges could adversely affect our potential success in these businesses. Such failure would significantly limit our ability to grow our businesses and could deplete our working capital and limit our ability to pursue our other planned businesses. We may lack the revenues and funding to pursue both the IT business and IP businesses, which could doom our business to failure.

Our successful pursuit of profitable businesses faces various risks and challenges, including:

the success of our businesses will be primarily dependent on customer acceptance of our services and products, which is extremely difficult to predict;

achieving sustainable operating revenues sufficient to support our businesses;

the businesses can be capital-intensive and our capacity to generate cash from our operations may be insufficient to meet our anticipated capital requirements, especially the capital needs of penetrating and developing the IP business;

technological developments could render obsolete our technologies, services and products and undermine both our IT and IP businesses;

the need to access expertise and technical resources in each market in which we may operate presents high capital costs that may be beyond our ability to fund;

we may be unable to compete for key personnel in both the IP and IT industries that pays a premium for talent;

a strikes by one or more of the labor unions or similar groups that may provide personnel essential to our operations, or a shortage of qualified personnel, could delay or halt our business operations;

customer tastes and demands can shift unexpectedly in the rapidly evolving IT and IP industries and we may lack the wherewithal to respond to such changes; and

acquisitions we pursue in our industry and related industries could result in operating difficulties, dilution to our shareholders and other consequences harmful to our business.

As part of our growth strategy, and if we attain funding and stability and profitability in our core businesses, we may selectively pursue strategic acquisitions in our industry and related industries. We may not be able to consummate such acquisitions, which could adversely impact our growth. If we do consummate acquisitions, integrating an acquired company, business or technology may result in unforeseen operating difficulties and expenditures, including:

increased expenses due to transaction and integration costs;

potential liabilities of the acquired businesses;

potential adverse tax and accounting effects of the acquisitions;

diversion of capital and other resources from our existing businesses;

diversion of our management’s attention during the acquisition process and any transition periods;

loss of key employees of the acquired businesses following the acquisition; and

inaccurate budgets and projected financial statements due to inaccurate valuation assessments of the acquired businesses.

Interruption or failure of our IP or IT systems could impair our ability to effectively and timely provide our services and products, which could damage our reputation and have an adverse impact on our operating results.

Our future success is significantly dependent on our ability to provide services that consistently meet our customers’ needs. We may rely on contractors and their software applications, hardware and other information technology and communications systems for the development and provision of our services.

Our services and products may be vulnerable to damage or interruption from earthquakes, hurricanes, terrorist attacks, floods, fires, power loss, telecommunications failures, computer viruses or other attempts to harm our systems, and similar events. Like all IT and IP based businesses, we are also vulnerable to hackers and destructive computer programs. The expertise of hackers is constantly evolving and no system is absolutely secure from hackers or malicious software programs.

We cannot predict the effect that rapid technological change may have on our business or industry.

The IP industry and IT industry are rapidly evolving, primarily due to technological developments. The rapid growth of technology prevents us from being able to accurately predict the overall effect that technological growth may have on our potential revenue and profitability. This requires us to either develop these capabilities by acquiring or developing our own intellectual property rights, which can result in substantial research and development costs and substantial capital expenditures for new equipment, or to purchase third-party licenses, which can result in significant expenditures. In the event we seek to obtain third-party licenses, we cannot guarantee that they will be available or, once obtained, will continue to be available on commercially reasonable terms, or at all. If we are unable to develop and effectively market new technologies that adequately or competitively address the needs of changes in our industry, it could have an adverse effect on our business and growth prospects.

Our revenue may be adversely affected if we fail to protect any essential proprietary rights or fail to enhance or develop new technology.

If we are unable to license third party technologies or develop our own proprietary technologies in response to the demands of the IP Business and IT Business, we may be unable to compete in those industries and we may fail. With our limited financial resources, we may be unable to attain or develop needed technologies required to be profitable to competitive.

We may enter into contracts to protect any licensed or developed technologies, but such agreements may be ineffective to protect technologies that are critical to our business.

In addition, we may be required to litigate in the future to enforce any technologies or any intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Any such litigation could result in substantial costs and diversion of resources and could have an adverse effect on our business and/or our operating results. We do not have reserves for litigation and may be unable to afford to litigate, which could mean the loss of the value of any intellectual property rights.

Third-party technology licenses may not continue to be available to us in the future.

We also rely on certain technology that we license from third parties, including software. These third-party technology licenses may not in the future be available to us on commercially reasonable terms, or at all. The loss of any of these technology licenses could result in delays in performance of work until we identify, license and integrate equivalent technology, and we may not be able to identify, or license any such equivalent technology in a timely manner or at all. Any resulting delays in a performance could damage our reputation and result in a decrease in our revenues during the period of delay, either of which could materially adversely affect our business, operating results and/or financial condition.

Others may assert intellectual property infringement claims against us.

If any claims or actions are asserted against us for intellectual property rights infringement, we may lack the funds to litigate and we may be unable to seek to obtain a license of a third-party’s intellectual property rights, which license may not be available on reasonable terms or at all.

We need additional and ongoing financing to fund our operations, which we may not be able to obtain on acceptable terms or at all. Additional capital raising efforts in future periods will be dilutive to our then current stockholders or result in increased interest expense and debt load in future periods.

We will need to raise additional and ongoing working capital to fund our plans to invest in development and acquisition of the operating assets. Our future capital requirements depend on a number of factors, including our ability to manage any growth of our businesses and our ability to control our expenses. Also, if we raise additional capital through the issuance of debt, this will result in increased interest expense. If we raise additional capital through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders will probably experience significant dilution due to the “penny stock” status of the SINO Common Stock.

New securities issued by us may contain certain rights, preferences or privileges that are senior to those of our Common Stock or other securities. Such seniority may adversely impact the rights and any possible financial return for our holders of the SINO Common Stock.

We cannot assure investors that we will be able to raise the working capital as needed in the future on terms acceptable to us, if at all. If we do not raise capital as needed, we will be unable to operate our business or fully implement our business development and acquisition expansion strategy.

The inability to successfully manage the growth of our business may have an adverse effect on our operating results.

If we experience growth in the number of employees and the scope of our operations, then such growth will result in increased responsibilities for our management. If our management is unable to successfully manage expenses in a manner that allows us to both improve operations and at the same time pursue potential market opportunities, the growth of our business could be adversely impacted, which may, in turn, negatively affect our operating results or financial condition. In addition, we believe that a critical contributor to any success will be a creative culture. As we attempt to grow and alter our business to focus increasingly on the creation, production and marketing of services and products, and as we experience change in response to the requirements of being a public company, we may find it difficult to maintain important aspects of our corporate culture, which could negatively affect our future success.

Changes in PRC, regional or global economic conditions could adversely affect our profitability.

A decline in economic conditions in the PRC could lead to a decrease in customer discretionary spending, which in turn could adversely affect demand for our IP business and/or IT business. In addition, an increase in price levels generally, or in price levels in a particular sector such as the energy sector, could result in a shift in customers’ demand away from our services and products or make competitors’ services and products more attractive and more affordable. Such events could cause a decrease in the demand for our services and products, which would have an adverse effect on our profitability and operating results.

The Company is subject to laws and regulations worldwide, changes to which could increase the Company’s costs and individually or in the aggregate adversely affect the Company’s business.

The Company is subject to general business and securities laws and regulations under the laws of PRC and U.S. These and other U.S. and foreign laws and regulations could affect the Company’s activities including, but not limited to, in areas of labor, advertising, digital content, consumer protection, real estate, billing, e-commerce, promotions, quality of services, telecommunications, mobile communications and media, television, intellectual property ownership and infringement, tax, import and export requirements, anti-corruption, foreign exchange controls and cash repatriation restrictions, data privacy requirements, anti-competition, environmental, health and safety. The control of the Communist Party over the government of PRC injects potential risk exposure from sudden, unexpected changes in laws or regulations or trade regulations that are adverse to the Company as a U.S. domiciled company.

The audit report included in our Annual Report was prepared by auditors who are not inspected by the Public Accounting Oversight Board (“PCAOB”) and as a result, our shareholders are deprived of the benefit of having PCAOB inspections.

The independent registered public accounting firm that issues the audit reports included in our annual reports filed with the SEC, as auditors of companies that are traded publicly in the United States and a firm registered with the Public Company Accounting Oversight Board (United States), or the “PCAOB”, is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. Because our auditors are located in Hong Kong SAR, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Hong Kong authorities, our auditors are not currently inspected by the PCAOB.

Inspections of other firms that the PCAOB has conducted outside Hong Kong SAR have identified deficiencies in those firms' audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The inability of the PCAOB to conduct inspections in Hong Kong SAR prevents the PCAOB from regularly evaluating our auditor's statements, audits and quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections.

The inability of the PCAOB to conduct inspections of auditors in Hong Kong SAR makes it more difficult to evaluate the effectiveness of our auditor's quality control and audit procedures as compared to auditors outside of Hong Kong SAR that are subject to PCAOB inspections. Investors may lose confidence in our reported financial information and procedures and the quality of our financial statements.

We may be exposed to risks relating to management’s conclusion that our disclosure controls and procedures and internal controls over financial reporting are ineffective.

We do not have an independent audit committee and our Board of Directors may be unable to fulfill the functions of such a committee, which may compromise the management of our business. Our Board of Directors functions as our audit committee and is comprised of four directors, none of whom are considered to be "independent" in accordance with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934. An independent audit committee plays a crucial role in the corporate governance process, assessment of the Company's processes relating to its risks and control environment, oversight of financial reporting, and evaluation of internal and independent audit processes. The lack of an independent audit committee may prevent the Board of Directors from being independent in its judgments and decisions and its ability to pursue the committee's responsibilities, which could compromise the management of our business.

Risks Related to Our Common Stock

There currently is only a minimal public market for our Common Stock. Failure to develop or maintain a liquid public trading market could negatively affect the value of our Common Stock and make it difficult or impossible for stockholders to sell their shares. We may be deregistered by the SEC for being delinquent in SEC filings under the Exchange Act and deregistration would substantially undermine any liquidity or trading of our Common Stock in the U.S. There is a “Limited Information” warning on our Common Stock.

Our Common Stock has been quoted on the OTC Pink Sheets since March 18, 2013. Because we are quoted on the OTC Pink Sheets, SINO Common Stock is less liquid, receives less or no coverage by security analysts and news media, and generates lower prices than might otherwise be obtained if they were listed on a national securities exchange or NASDAQ. Since we are delinquent in our Exchange Act filings with the SEC, there is a “limited information” warning on our Common Stock by the OTC Markets Group. Further, since we are delinquent in Exchange Act reports with the SEC, the SEC may deregister us under Section 12(j) of the Exchange Act and such deregistration would substantially undermine or eliminate the liquidity and trading our Common Stock in the U.S. Deregistration could render our Common Stock worthless.

Some, but not all, of the factors which may delay or prevent the listing of our Common Stock on a more widely-traded and liquid market include the following: our stockholders’ equity may be insufficient; the market value of our outstanding securities may be too low; our net income from operations may be too low; our common stock may not be sufficiently widely held; we may not be able to secure market makers for our Common Stock; and we may fail to meet the rules and requirements mandated by, any of the several exchanges and markets to have our Common Stock listed.

The market price for our Common Stock is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history in the IP Business and lack of sustained profits which could lead to wide fluctuations in our share price.

The market for our Common Stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our Common Stock are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our Common Stock are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operations and lack of sustained profits to date, and uncertainty of future market acceptance for our potential products and services. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our Common Stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our Common Stock will be at any time, including as to whether our common stock will sustain their current market prices, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

The application of the “penny stock” rules could adversely affect the market price of our Common Stock and increase your transaction costs to sell those shares .

The SEC has adopted Rule 3a51-1 (17 CFR §240.3a51-1) under the Exchange Act, which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 of Exchange Act requires:

that a broker or dealer approve a person’s account for transactions in penny stocks, and

the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

obtain financial information and investment experience objectives of the person, and

make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

sets forth the basis on which the broker or dealer made the suitability determination, and

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

We are delinquent in our SEC filings under the Exchange Act and as such there is not adequate information available for investors to make prudent investment decisions about our Common Stock or to evaluate our business lines.

While we intend to become current in all Exchange Act filing obligations by the end of fiscal year 2015, we are not current in those filings and such delinquency means there is inadequate information for investors to evaluate an investment in our common stock or to evaluate our business and its prospects.

We may be deregistered by the SEC under Section 12(j) of the Exchange Act at any time, which would mean further liquidity in respect of our common stock and further lack of adequate public information about our common stock and our company effectively undermine the liquidity and trading of our Common Stock and render such shares worthless absent renewed trading of such shares.

Our Common Stock is not currently Rule 144 eligible since we are delinquent in our SEC Filings. Even if our Common Stock was Rule 144 eligible, the application of Rule 144 creates some investment risk to potential investors; for example, existing shareholders may be able to rely on Rule 144 to sell some of their holdings, driving down the price of the shares you purchased.

We are not currently current in our Exchange Act filings with the SEC and, as such, SINO Common Stock is not eligible for resale under Rule 144 of the Securities Act.

Even if our common stock was Rule 144 eligible, the SEC adopted amendments to Rule 144 which became effective on February 15, 2008 that apply to securities acquired both before and after that date. Under these amendments, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that: (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding a sale, (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale and (iii) if the sale occurs prior to satisfaction of a one-year holding period, we provide current information at the time of sale.

Persons who have beneficially owned restricted shares of our Common Stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

1% of the total number of securities of the same class then outstanding; or

the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

A limited number of our shareholders own a large percentage of our Common Stock, which will allow them to exercise significant influence over matters subject to shareholder approval.

Our executive officers, directors and their affiliated entities will beneficially own or control approximately 53.8% of the outstanding shares of our Common Stock. Accordingly, these executive officers, directors and their affiliated entities, acting as a group, will have substantial influence over the outcome of corporate actions requiring shareholder approval, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets or any other significant corporate transaction. These shareholders may also delay or prevent a change of control or otherwise discourage a potential acquirer from attempting to obtain control of us, even if such a change of control would benefit our other shareholders. This significant concentration of Common Stock ownership may adversely affect the trading price of our common stock due to investors’ perception that conflicts of interest may exist or arise.

ITEM 3.02

Unregistered Sales of Equity Securities

On November 11, 2013, the SINO Board of Directors approved and SINO issued 1,000,000 shares of Common Stock at $0.00001 par value per share to settle professional fees for 2013. The issuance of the securities was exempt from registration under Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering.

During December 2014, SINO completed a private placement with 8 accredited investors pursuant to which we sold 390,000 common shares, at price of $0.15 per share, or approximately $45,000.00 in the aggregate. The issuance of these securities was exempt from registration under Regulation S and Section 4(a)(2) of the Securities Act.

In April 2015, SINO completed a private placement with 2 accredited investors pursuant to which we sold 2,699,200 common shares, at price of $0.19 per share, or approximately $512,848.00 in the aggregate. A 3% of the consideration received was paid as agency commission to the introducing agents for the introduction of the investors. The issuance of these securities was exempt from registration under Regulation S and Section 4(a)(2) of the Securities Act.

The recipients of securities in each transaction represented their intention to acquire the securities for investment only and not with a view to or for sales in connection with any distribution thereof and appropriate legends were affixed to the share certificates as “Restricted Stock” under Rule 144 of the Securities Act.

ITEM 4.01

Changes in Registrant’s Certifying Accountant

On June 25, 2015, Company approved a resolution to appoint AWC (CPA) Ltd. (“AWC”), 7 ^th Floor, Nan Dao Commercial Building, 359-361 Queen’s Road Central, Sheung Wan, Hong Kong SAR, to replace its current certifying public auditor, Sadler, Gibb & Associates, LLC (“SGA”) of Salt Lake City, Utah. The Board decided to change certifying public auditor because SGA advised the Board that SGA did not wish to handle future audit work for Hong Kong SAR-based operations due to the cost and resource demands.

AWC has provided the Company with the required independent letter under Rule 3526 of Public Company Accounting Oversight Board rules.

SGA’s report on the financial statements for the transitional period of September 1, 2013 through December 31, 2013 and for the fiscal year ended August 31, 2013, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting, except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company's ability to continue as a going concern.

During the years ended December 31, 2013, August 31, 2013 and 2012 and through June 25, 2015, (i) there were no disagreements with SGA on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of SGA, would have caused SGA to make reference to the subject matter of the disagreement in their reports on the Company’s financial statements for such years, and (ii) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided a copy of the foregoing statements to SGA and requested a letter from SGA to the Securities and Exchange Commission stating whether SGA agrees with the above statements. A copy of SGA’s letter, dated June 29, 2015, is attached to this Current Report on Form 8-K as Exhibit 16.1.

During the years ended December 31, 2013, August 31, 2013 and 2012 and through June 25, 2015, neither the Company nor anyone acting on behalf of the Company consulted with AWC with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Company’s financial statements, or any other matters set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

Attestation Report of the Public Accounting Firm. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the SEC that permit us to provide only management’s report in our Exchange Act filings.

ITEM 5.01

Changes in Control of Registrant

The information regarding change of control of the Company in connection with the Share Exchange is set forth in Item 2.01, “Completion of Acquisition or Disposition of Assets” is set forth above.

ITEM 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal officers; Compensatory Arrangements of Certain Officers

On August 26, 2013, the SINO Board of Directors accepted and approved changes in Directors and Principal Officers as follows:

Resignation of Matthew Mecke as President but remain as Director of the Company;

ii.

Resignation of Chi Ho Lee as Director, Treasurer and Secretary of the Company;

iii.

Appointment of Kenneth Tan as President and Director of the Company;

iv.

Appointment of Alex Chan as Treasurer and Director of the Company;

Appointment of Bella Tsang as Secretary and Director of the Company;

On April 10, 2015, Mr. Raymond Lee resigned as Director of the Company. Mr. Lee resigned on his own accord and his resignation is not a result of disagreement to any matter relating to the company.

Except as otherwise disclosed herein, there are no related party transactions between the SINO and any newly appointed directors or officers that would require disclosure under Item 404(a) of Regulation S-K, or arrangements or understandings in connection with anyone’s appointment to the SINO Board of Directors.

The above resignations were not due to any dispute or any disagreement with the Company, including with respect to any matter relating to the Company’s operations, policies or practices.

On June 25, 2015, Alex Chan, the Chief Financial Officer, Treasurer and a Director of the Company tendered his resignation as a director from the Company’s Board of Directors (the "Board") and as Chief Financial Officer and Treasurer, effective as of close of business on June 30, 2015 (the "Resignation Date"). Mr. Chan is retiring and he has no disputes with the Company over its business or financial affairs, internal controls or management practices.

On June 25, 2015, the Board appointed Ms. Bella Tsang Po Yee, the Company’s current Secretary and Director, as its Treasurer and principal financial officer. Her compensation arrangement will be determined at a later date.

On June 25, 2015, the Board appointed Edmund Yeung Chun Wing as a member of the Board to fill the vacancy created by the resignation of Raymond Lee on April 10, 2015. His appointment is effective as of June 25, 2015. There are no arrangements or understandings with any person pursuant to which Mr. Yeung was appointed as a member of the Board.

The Board intends to approve the compensation arrangement for Mr. Yeung’s service as a member of the Board at a future date.

Mr. Yeung is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

For the past ten years, Mr. Yeung has been a Managing Director for Whole Glory Investments Ltd., a property investment company. Previously, he also served as the executive director of Combined Chemicals Co., an adhesive product manufacturer, for 15 years.

The information regarding the Compensatory Arrangement of Certain Officers set forth in Item 2.01, “Executive Compensation” and “Director Compensation” is incorporated herein by reference.

ITEM 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 27, 2015, the Company’s Board of Directors authorized a change in the Company’s fiscal year end from August 31st to December 31st, beginning as of December 31, 2013.

SINO filed a transitional Form 10-K for the period from September 1, 2013 through December 31, 2013 with the SEC on May 19, 2015.

On June 25, 2015, the Board adopted an amendment to the Bylaws of the Company (the "Bylaws Amendment"). The Bylaws Amendment became effective on June 25, 2015. The purpose of the Bylaws Amendment was to clarify and expand the duties of the Treasurer, which duties were amended to include the duties of the principal financial officer of the Company.

The foregoing is a summary description of the Bylaws Amendment and is qualified in its entirety by reference to the full text of the Bylaws Amendment, which is filed as Exhibit 3.1 to the Form 8-K filed by SINO with the Commission on July 1, 2015 and is incorporated by reference into this Report.

ITEM 5.06

Change in Shell Company Status

Prior to the Acquisition, we were a not “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based on the Company position that we are a start-up company formed to pursue a specific business and not a blank check company formed to locate a suitable acquisition. Prior to the Acquisition, our business was to develop and commercialize the IP Business. Upon the Acquisition consummation, we have revenue generating operations and assets.

Item 9.01

Financial Statements and Exhibits

(a)

Financial statements of business acquired.

Attached hereto are the audited financial statements of VEI CHN as of and for the years ended December 31, 2013 and 2012, with the notes related thereto are filed as Exhibit 99.1.

(b)

Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet of VEI CHN as of December 31, 2013 and the unaudited pro forma condensed combined statements of income of VEI CHN for the year ended December 31, 2013 and notes related thereto are filed as Exhibit 99.2 and incorporated herein by reference.

(d)

Exhibits

Exhibit

Description

Number

3.1

Amendment to Sino Payments, Inc. By-Laws, dated June 25, 2015. *

3.2

ByLaws of Sino Payments, Inc. **

3.2.1.

Amendment to Sino Payments, Inc. By-Laws, dated June 25, 2015. ***

4.1

Specimen of Common Stock Certificate of Sino Payments, Inc., #

10.1

Share Exchange Agreement, dated November 21, 2011, among Sino Payments, Inc. and TIG Investments Group Limited and a majority of the stockholders of TIG

10.2

Supplementary Agreement, dated December 1, 2013, between Sino Payments, Inc. and TIG Investments Group Limited and a majority of the stockholders of TIG

10.3

Securities Purchase Agreement, dated June 7, 2013, by Sino Payments, Inc. and certain investors ##

14.1

Code of Ethics ###

16.1

Letter from Sadler, Gibb & Associates, dated June 29, 2015, regarding Change in Certifying Accountant.^

99.1

Audited consolidated financial statements as of December 31, 2012 and 2013.

99.2

Unaudited combined pro forma financial statements as of December 31, 2013.

Incorporated by reference to Exhibit 3.1 to the Form SB-2 Registration Statement filed by Sino Payments, Inc. with the Commission on November 19, 2007.

Incorporated by reference to Exhibit 3.2 to the Form SB-2 Registration Statement filed by Sino Payments, Inc. with the Commission on November 19, 2007.

***

Incorporated by reference to Exhibit 3.1 to the Form 8-K Report filed by Sino Payments, Inc. with the Commission on July 1, 2015.

Incorporated by reference to Exhibit 4.1 to the Form SB-2 Registration Statement filed by Sino Payments, Inc. with the Commission on November 19, 2007.

Incorporated by reference to the Form 8-K filed by Sino Payments, Inc. with the Commission on November 21, 2013

###

Incorporated by reference into this Report and filed as Exhibit 14.1 of the Form 10-Q for the quarter ended May 31, 2009 and filed with the SEC on July 20, 2009.

Incorporated by reference to Exhibit 16.1 to the Form 8-K filed by Sino Payments, Inc. with the Commission on July 1, 2015.

SIGNATURES

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 hereunto duly authorized.

Sino Payments, Inc.

October 15, 2015

/s/ Kenneth Tan

By: Kenneth Tan

Its: President and Director

EXHIBIT INDEX

Exhibit

Description

Number

10.1

Share Exchange Agreement, dated November 21, 2011, among Sino Payments, Inc. and TIG Investments Group Limited and a majority of the stockholders of TIG

10.2

Supplementary Agreement, dated December 1, 2013, between Sino Payments, Inc. and TIG Investments Group Limited and a majority of the stockholders of TIG

99.1

Audited consolidated financial statements as of December 31, 2012 and 2013.

99.2

Unaudited combined pro forma financial statements as of December 31, 2013.

Exhibit 10.1

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement , dated as of November 24, 2011 (this “ Agreement ”) by and among TIG Investments Group Limited, a Hong Kong Limited Company (“ TIG ”), a majority of the stockholders of TIG (the “ TIG Majority Stockholders ”), Sino Payments, Inc., a Nevada corporation (“ Sino ”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS , the TIG Majority Stockholders own 70% of the issued and outstanding ordinary shares of TIG;

WHEREAS , (i) the TIG Majority Stockholders and TIG believe it is in the best interests of TIG and its stockholders (the “ TIG Shareholders ”) to exchange 49 shares of TeP and such other payment processing and financial framework project assets as per below of the issued and outstanding ordinary shares of TIG (the “TIG Shares”) shares held in relation to the following:

The remaining 49% of Tap ePayment Services (HK) Limited (“TeP”) not already owned by SNPY

[49 shares held by TIG out of a total of 100 shares of which SNPY is the other owner of 51 shares]

Individual TAP project asserts including TAP Financial Framework projects across the TAP Group

for 50% of the issued and outstanding shares of common stock, $0.00001 par value per share, of Sino (the “ Sino Common Stock ”), calculated post reverse split, as set forth on Schedule I hereto (the “ Sino Shares ”), and (ii) Sino believes it is in its best interest and the best interest of its stockholders to acquire the TIG Shares in exchange for the Sino Shares, all upon the terms and subject to the conditions set forth in this Agreement (the “ Share Exchange ”); and

WHEREAS, it is the intention of the Parties that: (i) the Share Exchange shall qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “ Code ”); and (ii) the Share Exchange shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended and in effect on the date of this Agreement (the “ Securities Act ”); and

NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein, the Parties hereto agree as follows:

ARTICLE I

EXCHANGE OF TIG SHARES FOR SINO SHARES

Section 1.1 Agreement to Exchange TIG Shares for Sino Shares . On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, the TIG Shareholders shall assign, transfer, convey and deliver the TIG Shares to Sino. In consideration and exchange for the TIG Shares, Sino shall issue, transfer, convey and deliver the Sino Shares to the TIG Shareholders.

Section 1.2 Closing and Actions at Closing . The closing of the Share Exchange (the “ Closing ”) shall take place remotely via the exchange of documents and signatures at 10:00 am Pacific Time on the day the conditions to closing set forth in Articles V and VI herein have been satisfied or waived, or at such other time and date as the Parties hereto shall agree in writing (the “ Closing Date ”).

Section 1.3 Directors of Sino at Closing Date . On the Closing Date, Paul Manning, one of the current directors of Sino, shall resign from the board of directors of Sino (the “ Sino Board ”) and TIG shall designate one appointee to the Sino Board, with such directors to be identified in the Company’s Information Statement. Additionally, Matthew Mecke will remain on the Sino Board.

Section 1.4 Officers of Sino at Closing Date . On the Closing Date, Matthew Mecke shall remain the sole officer and shall continue to serve as President and Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SINO

Sino represents, warrants and agrees that all of the statements in the following subsections of this Article II are true and complete as of the date hereof.

Section 2.1 Corporate Organization

A. Sino is a corporation duly organized, validly existing and in good standing under the laws of Nevada, and has all requisite corporate power and authority to own its properties and assets and governmental licenses, authorizations, consents and approvals to conduct its business as now conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its activities makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a Material Adverse Effect on the activities, business, operations, properties, assets, condition or results of operation of Sino. “ Material Adverse Effect ” means, when used with respect to Sino, any event, occurrence, fact, condition, change or effect, which, individually or in the aggregate, would reasonably be expected to be materially adverse to the business, operations, properties, assets, condition (financial or otherwise), or operating results of Sino, or materially impair the ability of Sino to perform its obligations under this Agreement, excluding any change, effect or circumstance resulting from (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement, or (ii) changes in the United States securities markets generally.

B. Copies of the Articles of Incorporation and by-laws of Sino with all amendments thereto, as of the date hereof (the “Sino Charter Documents ”), have been furnished to the TIG Shareholders and to TIG, and such copies are accurate and complete as of the date hereof. The minute books of Sino are current as required by law, contain the minutes of all meetings of the Sino Board and stockholders of Sino from its date of incorporation to the date of this Agreement, and adequately reflect all material actions taken by the Sino Board and stockholders of Sino. Sino is not in violation of any of the provisions of the Sino Charter Documents.

Section 2.2 Capitalization of Sino .

A. The authorized capital stock of Sino consists of 100,000,000 shares authorized as Common Stock, par value $0.00001, and 100,000,000 shares authorized as Preferred Stock, par value $0.00001, of which 72,000,000 shares of common stock are issued and outstanding, immediately prior to this Share Exchange. There are no preferred shares issued and outstanding.

B. All of the issued and outstanding shares of Common Stock of Sino immediately prior to this Share Exchange are, and all shares of Common Stock of Sino when issued in accordance with the terms hereof will be, duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance with all applicable U.S. federal and state securities laws and state corporate laws, and have been issued free of preemptive rights of any security holder. Except with respect to securities to be issued to the TIG Shareholders pursuant to the terms hereof, as of the date of this Agreement there are no outstanding or authorized options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire or receive any shares of Sino’s capital stock, nor are there or will there be any outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights, pre-emptive rights or rights of first refusal with respect to Sino or any Common Stock, or any voting trusts, proxies or other agreements, understandings or restrictions with respect to the voting of Sino’s capital stock. There are no registration or anti-dilution rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which Sino is a party or by which it is bound with respect to any equity security of any class of Sino. Sino is not a party to, and it has no knowledge of, any agreement restricting the transfer of any shares of the capital stock of Sino. The issuance of all of the shares of Sino described in this Section 2.2 have been, or will be, as applicable, in compliance with U.S. federal and state securities laws and state corporate laws and no stockholder of Sino has any right to rescind or bring any other claim against Sino for failure to comply with the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws.

C. There are no outstanding contractual obligations (contingent or otherwise) of Sino to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of, or other ownership interests in, Sino or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other person.

Section 2.3 Subsidiaries and Equity Investments . Sino does not directly or indirectly own any capital stock or other securities of, or any beneficial ownership interest in, or hold any equity or similar interest, or have any investment in any corporation, limited liability company, partnership, limited partnership, joint venture or other company, person or other entity except for its' 51% ownership of TAP ePayments Services (HK) Limited.

Section 2.4 Authorization, Validity and Enforceability of Agreements . Sino has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by Sino and the consummation by Sino of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of Sino, and no other corporate proceedings on the part of Sino are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and legally binding obligation of Sino and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. Sino does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Exchange Act resulting from the issuance of the Sino Shares.

Section 2.5 No Conflict or Violation . Neither the execution and delivery of this Agreement by Sino, nor the consummation by Sino of the transactions contemplated hereby will: (i) contravene, conflict with, or violate any provision of the Sino Charter Documents; (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, court, administrative panel or other tribunal to which Sino is subject, (iii) conflict with, result in a breach of, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which Sino is a party or by which it is bound, or to which any of its assets or properties are subject; or (iv) result in or require the creation or imposition of any encumbrance of any nature upon or with respect to any of Sino’s assets, including without limitation the Sino Shares.

Section 2.6 Agreements . Except as disclosed on documents filed with the Securities and Exchange Commission (the “ Commission ”), Sino is not a party to or bound by any contracts, including, but not limited to, any:

A. employment, advisory or consulting contract;

B. plan providing for employee benefits of any nature, including any severance payments;

C. lease with respect to any property or equipment;

D. contract, agreement, understanding or commitment for any future expenditure in excess of $5,000 in the aggregate;

E. contract or commitment pursuant to which it has assumed, guaranteed, endorsed, or otherwise become liable for any obligation of any other person, entity or organization; or

F. agreement with any person relating to the dividend, purchase or sale of securities, that has not been settled by the delivery or payment of securities when due, and which remains unsettled upon the date of this Agreement, except with respect to the Sino Shares or the securities to be issued pursuant to the Securities Purchase Agreement.

Sino has provided to TIG and the TIG Shareholders, prior to the date of this Agreement, true, correct and complete copies of each contract (whether written or oral), including each amendment, supplement and modification thereto (the “ Sino Contracts ”). The Company shall satisfy all liabilities due under the Sino Contracts as of the date of Closing. All such liabilities shall be satisfied or released at or prior to Closing. Any amounts accrued post-Closing shall be the sole responsibility of TIG.

Section 2.7 Litigation . There is no action, suit, proceeding or investigation (“ Action ”) pending or, to the knowledge of Sino, currently threatened against Sino or any of its affiliates, that may affect the validity of this Agreement or the right of Sino to enter into this Agreement or to consummate the transactions contemplated hereby or thereby. There is no Action pending or, to the knowledge of Sino, currently threatened against Sino or any of its affiliates, before any court or by or before any governmental body or any arbitration board or tribunal, nor is there any judgment, decree, injunction or order of any court, governmental department, commission, agency, instrumentality or arbitrator against Sino or any of its affiliates. Neither Sino nor any of its affiliates is a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no Action by Sino or any of its affiliates relating to Sino currently pending or which Sino or any of its affiliates intends to initiate.

Section 2.8 Compliance with Laws. Sino has been and is in compliance with, and has not received any notice of any violation of any, applicable law, order, ordinance, regulation or rule of any kind whatsoever, including without limitation the Securities Act, the Exchange Act, the applicable rules and regulations of the SEC or the applicable securities laws and rules and regulations of any state.

Section 2.9 Financial Statements; SEC Filings .

A. Sino’s financial statements (the “ Financial Statements ”) contained in its periodic reports filed with the SEC have been prepared in accordance with generally accepted accounting principles applicable in the United States of America ( “U.S. GAAP” ) applied on a consistent basis throughout the periods indicated, except that those Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Financial Statements fairly present the financial condition and operating results of Sino as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Sino has no material liabilities (contingent or otherwise). Sino is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. Sino maintains a standard system of accounting established and administered in accordance with U.S. GAAP.

B. Sino has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act (the “ Public Reports ”). Each of the Public Reports has complied in all material respects with the applicable provisions of the Securities Act, the Exchange Act, and the Sarbanes/Oxley Act of 2002 (the “ Sarbanes/Oxley Act ”) and/or regulations promulgated thereunder. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of Sino in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of Sino’s Common Stock, it being acknowledged that Sino’s securities are approved or listed for trading the OTC Bulletin Board under the symbol SNPY.OB.

Section 2.10 Books, Financial Records and Internal Controls . All the accounts, books, registers, ledgers, Sino Board minutes and financial and other records of whatsoever kind of Sino have been fully, properly and accurately kept and completed; there are no material inaccuracies or discrepancies of any kind contained or reflected therein; and they give and reflect a true and fair view of the financial, contractual and legal position of Sino. Sino maintains a system of internal accounting controls sufficient, in the judgment of Sino, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences.

Section 2.11 Employee Benefit Plans . Sino does not have any “Employee Benefit Plan” as defined in the U.S. Employee Retirement Income Security Act of 1974 or similar plans under any applicable laws.

Section 2.12 Tax Returns, Payments and Elections . Sino has filed all Tax (as defined below) returns, statements, reports, declarations and other forms and documents (including, without limitation, estimated tax returns and reports and material information returns and reports) (“ Tax Returns ”) required pursuant to applicable law to be filed with any Tax Authority (as defined below). All such Tax Returns are accurate, complete and correct in all material respects, and Sino has timely paid all Taxes due and adequate provisions have been and are reflected in Sino’s Financial Statements for all current taxes and other charges to which Sino is subject and which are not currently due and payable. None of Sino’s federal income tax returns have been audited by the Internal Revenue Service. Sino has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) of any nature whatsoever, whether pending or threatened against the Sino for any period, nor of any basis for any such assessment, adjustment or contingency. Sino has withheld or collected from each payment made to each of its employees, if applicable, the amount of all Taxes (including, but not limited to, United States income taxes and other foreign taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax Authority. For purposes of this Agreement, the following terms have the following meanings: “ Tax ” (and, with correlative meaning, “Taxes” and “Taxable”) means any and all taxes including, without limitation, (x) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, value added, net worth, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any United States, local or foreign governmental authority or regulatory body responsible for the imposition of any such tax (domestic or foreign) (a “ Tax Authority ”), (y) any liability for the payment of any amounts of the type described in (x) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period or as the result of being a transferee or successor thereof, and (z) any liability for the payment of any amounts of the type described in (x) or (y) as a result of any express or implied obligation to indemnify any other person.

Section 2.13 No Debt Obligations . Upon the Closing Date, Sino will have no debt, obligations or liabilities of any kind whatsoever other than with respect to the transactions contemplated hereby. Sino is not a guarantor of any indebtedness of any other person, entity or corporation.

Section 2.14 No Broker Fees . No brokers, finders or financial advisory fees or commissions will be payable by or to Sino or any of their affiliates with respect to the transactions contemplated by this Agreement.

Section 2.15 No Disagreements with Accountants and Lawyers . There are no disagreements of any kind presently existing, or anticipated by Sino to arise, between Sino and any accountants and/or lawyers formerly or presently engaged by Sino. Sino is current with respect to fees owed to its accountants and lawyers.

Section 2.16 Disclosure . This Agreement and any certificate attached hereto or delivered in accordance with the terms hereby by or on behalf of Sino in connection with the transactions contemplated by this Agreement do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.

Section 2.17 Absence of Undisclosed Liabilities . Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended February 28, 2011, except as specifically disclosed in the Public Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) Sino has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) Sino has not declared or made any dividend or distribution of cash or property to its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) Sino has not made any loan, advance or capital contribution to or investment in any person or entity; (E) Sino has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) Sino has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, Sino has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.

Section 2.18 No Integrated Offering. Sino does not have any registration statement pending before the Commission or currently under the Commission’s review and since the Closing Date, except as contemplated under this Agreement, Sino has not offered or sold any of its equity securities or debt securities convertible into shares of Common Stock.

Section 2.19 Employees .

A. Sino has no employees.

B. Other than Matthew Mecke, Raymond Lee, and Paul Manning, Sino does not have any officers or directors. No director or officer of Sino is a party to, or is otherwise bound by, any contract (including any confidentiality, non-competition or proprietary rights agreement) with any other person that in any way adversely affects or will materially affect (a) the performance of her duties as a director or officer of Sino or (b) the ability of Sino to conduct its business.

Section 2.20 No Undisclosed Events or Circumstances . No event or circumstance has occurred or exists with respect to Sino or its respective businesses, properties, prospects, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by Sino but which has not been so publicly announced or disclosed. Sino has not provided to TIG, or the TIG Shareholders, any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by Sino but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement.

Section 2.21 Disclosure . This Agreement and any certificate attached hereto or delivered in accordance with the terms hereof by or on behalf of Sino in connection with the transactions contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein and/or therein not misleading.

Section 2.22 No Assets or Real Property . Except as set forth on the most recent Financial Statements, Sino does not have any assets of any kind. Sino does not own or lease any real property.

Section 2.23 Interested Party Transactions . Except as disclosed on Schedule 2.23 and in Commission filings, no officer, director or shareholder of Sino or any affiliate or “associate” (as such term is defined in Rule 405 of the Commission under the Securities Act) of any such person or entity, has or has had, either directly or indirectly, (a) an interest in any person or entity which (i) furnishes or sells services or products which are furnished or sold or are proposed to be furnished or sold by Sino, or (ii) purchases from or sells or furnishes to, or proposes to purchase from, sell to or furnish Sino any goods or services; or (b) a beneficial interest in any contract or agreement to which Sino is a party or by which it may be bound or affected.

Section 2.24 Intellectual Property. Except as in documents filed with the Commission, Sino does not own, use or license any intellectual property in its business as presently conducted.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF TIG

TIG represents, warrants and agrees that all of the statements in the following subsections of this Article III, pertaining to TIG, are true and complete as of the date hereof.

Section 3.1 Incorporation . TIG is a company duly incorporated, validly existing, and in good standing under the laws of Hong Kong and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of TIG’s Articles of Incorporation or Bylaws. TIG has taken all actions required by law, its Articles of Incorporation or Bylaws, or otherwise to authorize the execution and delivery of this Agreement. TIG has full power, authority, and legal capacity and has taken all action required by law, its Articles of Incorporation or Bylaws, and otherwise to consummate the transactions herein contemplated.

Section 3.2 Authorized Shares . The number of shares which TIG is authorized to issue consists of shares of Common Stock, consisting of 1,000 shares of common stock, par value of HKD 1 per share. There are 1,000 shares of common stock issued and outstanding. The issued and outstanding shares are validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.

Section 3.3 Subsidiaries and Predecessor Corporations . TIG owns two subsidiaries, and operates one registered foreign branch. Other than these disclosed subsidiaries, TIG does not own, beneficially or of record, any shares of any other corporation.

Section 3.4 Financial Statements . TIG has kept all books and records since inception and such audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. The balance sheets are true and accurate and present fairly as of their respective dates the financial condition of TIG. As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, TIG had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of TIG, in accordance with generally accepted accounting principles. The statements of operations, stockholders’ equity and cash flows reflect fairly the information required to be set forth therein by generally accepted accounting principles.

TIG has duly and punctually paid all Governmental fees and taxation which it has become liable to pay and has duly allowed for all taxation reasonably foreseeable and is under no liability to pay any penalty or interest in connection with any claim for governmental fees or taxation and TIG has made any and all proper declarations and returns for taxation purposes and all information contained in such declarations and returns is true and complete and full provision or reserves have been made in its financial statements for all Governmental fees and taxation.

The books and records, financial and otherwise, of TIG are, in all material aspects, complete and correct and have been maintained in accordance with good business and accounting practices.

All of TIG’s assets are reflected on its financial statements, and TIG has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise.

Section 3.5 Information . The information concerning TIG set forth in this Agreement is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

Section 3.6 Absence of Certain Changes or Events . Since February 28, 2011, (a) there has not been any material adverse change in the business, operations, properties, assets, or condition (financial or otherwise) of TIG; and (b) TIG has not (i) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its shares; (ii) made any material change in its method of management, operation or accounting, (iii) entered into any other material transaction other than sales in the ordinary course of its business; or (iv) made any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; and

Section 3.7 Litigation and Proceedings . There are no actions, suits, proceedings, or investigations pending or, to the knowledge of TIG after reasonable investigation, threatened by or against TIG or affecting TIG or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. TIG does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances

Section 3.8 No Conflict With Other Instruments . The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which TIG is a party or to which any of its assets, properties or operations are subject.

Section 3.9 Compliance With Laws and Regulations . To the best of its knowledge, TIG has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of TIG or except to the extent that noncompliance would not result in the occurrence of any material liability for TIG. This compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities.

Section 3.10 Approval of Agreement . The Board of Directors of TIG has authorized the execution and delivery of this Agreement by TIG and has approved this Agreement and the transactions contemplated hereby.

Section 3.11 Valid Obligation . This Agreement and all agreements and other documents executed by TIG in connection herewith constitute the valid and binding obligation of TIG, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF TIG SHAREHOLDERS

The TIG Shareholders hereby represents and warrants to Sino:

Section 4.1 Authority . The TIG Shareholders have the right, power, authority and capacity to execute and deliver this Agreement to which the TIG Shareholders are Parties, to consummate the transactions contemplated by this Agreement to which the TIG Shareholders are Parties, and to perform the TIG Shareholders’ obligations under this Agreement to which the TIG Shareholders are Parties. This Agreement has been duly and validly authorized and approved, executed and delivered by the majority of TIG Shareholders. Assuming this Agreement has been duly and validly authorized, executed and delivered by the Parties thereto other than the TIG Shareholders, this Agreement is duly authorized, executed and delivered by the TIG Shareholders and constitutes the legal, valid and binding obligation of the TIG Shareholders, enforceable against the TIG Shareholders in accordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors rights generally.

Section 4.2 No Conflict . Neither the execution or delivery by the TIG Shareholders of this Agreement to which the TIG Shareholders are Parties nor the consummation or performance by the TIG Shareholders of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision of the organizational documents of the TIG Shareholders (if the TIG Shareholders are not natural persons); (b) contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, any agreement or instrument to which the TIG Shareholders are parties or by which the properties or assets of the TIG Shareholders are bound; or (c) contravene, conflict with, or result in a violation of, any Law or Order to which the TIG Shareholders, or any of the properties or assets of the TIG Shareholders, may be subject.

Section 4.3 Litigation . There is no pending Action against the TIG Shareholders that involves the TIG Shares or that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement or the business of TIG and, to the knowledge of the TIG Shareholders, no such Action has been threatened, and no event or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Action.

Section 4.4 Acknowledgment . The TIG Shareholders understand and agree that the Sino Shares to be issued pursuant to this Agreement have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the issuance of the Sino Shares is being effected in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering or Regulation D promulgated thereunder or Regulation S for offers and sales of securities outside the U.S.

Section 4.5 Stock Legends . The TIG Shareholders hereby agree with Sino as follows:

A. Securities Act Legend Accredited Investors. The certificates evidencing the Sino Shares issued to the TIG Shareholders will bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (3) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED.

B. Other Legends . The certificates representing such Sino Shares, and each certificate issued in transfer thereof, will also bear any other legend required under any applicable law, including, without limitation, any U.S. state corporate and state securities law, or contract.

C. Opinion . The TIG Shareholders shall not transfer any or all of the Sino Shares pursuant to Rule 144, under the Securities Act, Regulation S or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of the Sino Shares, without first providing Sino with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Sino) to the effect that such transfer will be made in compliance with Rule 144, under the Securities Act, Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

Section 4.6 Ownership of Shares . The TIG Shareholders are both the record and beneficial owners of the TIG Shares. The TIG Shareholders are not the record or beneficial owners of any other shares of TIG. The TIG Shareholders have and shall transfer at the Closing, good and marketable title to the TIG Shares, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever, excepting only restrictions on future transfers imposed by applicable law.

Section 4.7 Pre-emptive Rights . At Closing, no TIG Shareholder has any pre-emptive rights or any other rights to acquire any shares of TIG that have not been waived or exercised.

ARTICLE V

CONDITIONS TO OBLIGATIONS OF TIG AND THE TIG SHAREHOLDERS

The obligations of TIG and the TIG Shareholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by TIG and the TIG Shareholders at their sole discretion:

Section 5.1 Representations and Warranties of Sino. All representations and warranties made by Sino in this Agreement shall be true and correct in all material respects on and as of the Closing Date, except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case, subject to the limitations applicable to the particular date or period, they will be true and correct in all material respects on and as of the Closing Date with respect to such date or period.

Section 5.2 Agreements and Covenants . Sino shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with on or prior to the Closing Date.

Section 5.3 Consents and Approvals . All consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement shall be in full force and effect on the Closing Date.

Section 5.4 No Violation of Orders . No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of Sino shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement.

Section 5.5 Other Closing Documents . TIG shall have received such certificates, instruments and documents in confirmation of the representations and warranties of Sino, Sino’s performance of its obligations hereunder, and/or in furtherance of the transactions contemplated by this Agreement as the TIG Shareholders and/or their respective counsel may reasonably request.

Section 5.6 Documents . Sino must have caused the following documents to be delivered to TIG and the TIG Shareholder:

A. share certificates evidencing the Sino Shares registered in the name of the TIG Shareholders;

B. a Secretary’s Certificate, dated the Closing Date, certifying attached copies of (A) the Sino Charter Documents, (B) the resolutions of the Sino Board approving this Agreement and the transactions contemplated hereby and thereby; and (C) the incumbency of each authorized officer of Sino signing this Agreement to which Sino is a Party;

C. an Officer’s Certificate, dated the Closing Date, certifying as to Sections 5.1, 5.2, 5.3, 5.4, and 5.7.

D. a Certificate of Good Standing of Sino, dated as of a date not more than five business days prior to the Closing Date;

E. this Agreement is duly executed;

F. the resignation of Paul Manning as director of Sino as of the Closing Date;

H. such other documents as TIG may reasonably request for the purpose of (A) evidencing the accuracy of any of the representations and warranties of Sino, (B) evidencing the performance of, or compliance by Sino with any covenant or obligation required to be performed or complied with by Sino, (C) evidencing the satisfaction of any condition referred to in this Article V, or (D) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.

Section 5.7 No Material Adverse Effect . There shall not have been any event, occurrence or development that has resulted in or could result in a Material Adverse Effect on or with respect to Sino.

ARTICLE VI

CONDITIONS TO OBLIGATIONS OF SINO

The obligations of Sino to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by Sino in its sole discretion:

Section 6.1 Representations and Warranties of TIG and the TIG Shareholders . All representations and warranties made by TIG and the TIG Shareholders on behalf of themselves individually in this Agreement shall be true and correct on and as of the Closing Date except insofar as the representation and warranties relate expressly and solely to a particular date or period, in which case, subject to the limitations applicable to the particular date or period, they will be true and correct in all material respects on and as of the Closing Date with respect to such date or period.

Section 6.2 Agreements and Covenants . TIG and the TIG Shareholders shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by each of them on or prior to the Closing Date.

Section 6.3 Consents and Approvals . All consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement, shall have been duly obtained and shall be in full force and effect on the Closing Date.

Section 6.4 No Violation of Orders . No preliminary or permanent injunction or other order issued by any court or other governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, domestic or foreign, that declares this Agreement invalid or unenforceable in any respect or which prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of TIG shall be in effect; and no action or proceeding before any court or government or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement.

Section 6.5 Other Closing Documents . Sino shall have received such certificates, instruments and documents in confirmation of the representations and warranties of TIG and the TIG Shareholders, the performance of TIG and the TIG Shareholders’ respective obligations hereunder and/or in furtherance of the transactions contemplated by this Agreement as Sino or its counsel may reasonably request.

Section 6.6 Documents . TIG and the TIG Shareholders must deliver to Sino at the Closing:

A. share certificates evidencing the number of TIG Shares, along with executed share transfer forms transferring such TIG Shares to Sino;

B. this Agreement to which the TIG and the TIG Shareholders is a Party, duly executed;

C. such other documents as Sino may reasonably request for the purpose of (A) evidencing the accuracy of any of the representations and warranties of the TIG and the TIG Shareholders , (B) evidencing the performance of, or compliance by TIG and the TIG Shareholders with, any covenant or obligation required to be performed or complied with by TIG and the TIG Shareholders, as the case may be, (C) evidencing the satisfaction of any condition referred to in this Article VI, or (D) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.

Section 6.7 No Claim Regarding Stock Ownership or Consideration . There must not have been made or threatened by any Person, any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the TIG Shares, or any other stock, voting, equity, or ownership interest in, TIG, or (b) is entitled to all or any portion of the Sino Shares.

ARTICLE VII

POST-CLOSING AGREEMENTS

Section 7.1 SEC Documents . From and after the Closing Date, in the event the SEC notifies Sino of its intent to review any Public Report filed prior to the Closing Date or Sino receives any oral or written comments from the SEC with respect to any Public Report filed prior to the Closing Date, Sino shall promptly respond to any such oral or written comments.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Survival of Provisions . The respective representations, warranties, covenants and agreements of each of the Parties to this Agreement (except covenants and agreements which are expressly required to be performed and are performed in full on or before the Closing Date) shall expire on the first day of the one-year anniversary of the Closing Date (the “ Survival Period ”). The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations.

Section 8.2 Indemnification .

A. Indemnification Obligations in favor of the Controlling Stockholders of Sino . From and after the Closing Date until the expiration of the Survival Period, TIG shall reimburse and hold harmless Sino (each such person and his heirs, executors, administrators, agents, successors and assigns is referred to herein as a “ Sino Indemnified Party ”) against and in respect of any and all damages, losses, settlement payments, in respect of deficiencies, liabilities, costs, expenses and claims suffered, sustained, incurred or required to be paid by any Sino Indemnified Party, and any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other procedures or investigation against any Sino Indemnified Party, which arises or results from a third-party claim brought against a Sino Indemnified Party to the extent based on a breach of the representations and warranties with respect to the business, operations or assets of TIG. All claims of Sino pursuant to this Section 8.2 shall be brought by Sino and those Persons who were stockholders of Sino immediately prior to the Closing Date. In no event shall any such indemnification payments exceed $100,000 in the aggregate from TIG. No claim for indemnification may be brought under this Section 8.2(a) unless all claims for indemnification, in the aggregate, total more than $10,000.

B. Indemnification in favor of TIG and the TIG Shareholders . From and after the Closing Date until the expiration of the Survival Period, the Sino will, severally and not jointly, indemnify and hold harmless TIG, the TIG Shareholders, and their respective officers, directors, agents, attorneys and employees, and each person, if any, who controls or may “control” (within the meaning of the Securities Act) any of the forgoing persons or entities (hereinafter referred to individually as a “ TIG Indemnified Person ”) from and against any and all losses, costs, damages, liabilities and expenses arising from claims, demands, actions, causes of action, including, without limitation, legal fees, (collectively, “ Damages ”) arising out of (i) any breach of representation or warranty made by Sino in this Agreement, and in any certificate delivered by Sino pursuant to this Agreement, (ii) any breach by Sino of any covenant, obligation or other agreement made by Sino in this Agreement, and (iii) a third-party claim based on any acts or omissions by Sino. In no event shall any such indemnification payments exceed $100,000 in the aggregate from Sino. No claim for indemnification may be brought under this Section 8.2(b) unless all claims for indemnification, in the aggregate, total more than $10,000.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.1 Publicity . No Party shall cause the publication of any press release or other announcement with respect to this Agreement or the transactions contemplated hereby without the consent of the other Parties, unless a press release or announcement is required by law. If any such announcement or other disclosure is required by law, the disclosing Party agrees to give the non-disclosing Parties prior notice and an opportunity to comment on the proposed disclosure.

Section 9.2 Successors and Assigns . This Agreement shall inure to the benefit of, and be binding upon, the Parties hereto and their respective successors and assigns; provided, however, that no Party shall assign or delegate any of the obligations created under this Agreement without the prior written consent of the other Parties.

Section 9.3 Fees and Expenses . Except as otherwise expressly provided in this Agreement, all legal and other fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such fees, costs or expenses.

Section 9.4 Notices . All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been given or made if in writing and delivered personally or sent by registered or certified mail (postage prepaid, return receipt requested)or facsimile to the Parties at the following addresses:

If to TIG or the TIG Shareholders, to:

TAP Investments Group Limited

Unit G, 18/F, Legend Tower,

7 Shing Yip Street,

Kwun Tong, Kowloon, Hong Kong

Attn: Benny Lee

If to Sino, to:

Sino Payments, Inc.

Unit T25, GF Bangkok Bank Building

18 Bonham Strand West

Sheung Wan, Hong Kong

Attn: Matthew Mecke, Chief Executive Officer

With a copy to (which copy shall not constitute notice):

Carrillo, Huettel and Zouvas, LLP

3033 Fifth Avenue, Suite 400

San Diego, CA 92103

Attn: Luis Carrillo, Esq.

or to such other persons or at such other addresses as shall be furnished by any Party by like notice to the others, and such notice or communication shall be deemed to have been given or made as of the date so delivered or mailed. No change in any of such addresses shall be effective insofar as notices under this Section 9.4 are concerned unless such changed address is located in the United States of America and notice of such change shall have been given to such other Party hereto as provided in this Section 9.4.

Section 9.5 Entire Agreement . This Agreement, together with the exhibits hereto, represents the entire agreement and understanding of the Parties with reference to the transactions set forth herein and no representations or warranties have been made in connection with this Agreement other than those expressly set forth herein or in the exhibits, certificates and other documents delivered in accordance herewith. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the Parties relating to the subject matter of this Agreement and all prior drafts of this Agreement, all of which are merged into this Agreement. No prior drafts of this Agreement and no words or phrases from any such prior drafts shall be admissible into evidence in any action or suit involving this Agreement.

Section 9.6 Severability . This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the Parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible so as to be valid and enforceable.

Section 9.7 Titles and Headings . The Article and Section headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or of any term or provision hereof.

Section 9.8 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. Fax and PDF copies shall be considered originals for all purposes.

Section 9.9 Convenience of Forum; Consent to Jurisdiction . The Parties to this Agreement, acting for themselves and for their respective successors and assigns, without regard to domicile, citizenship or residence, hereby expressly and irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent and subject themselves to the jurisdiction of, the courts of the State of Nevada, and/or the United States District Court for Nevada, in respect of any matter arising under this Agreement. Service of process, notices and demands of such courts may be made upon any Party to this Agreement by personal service at any place where it may be found or giving notice to such Party as provided in Section 9.4.

Section 9.10 Enforcement of the Agreement . The Parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereto, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 9.11 Governing Law . This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Nevada without giving effect to the choice of law provisions thereof.

Section 9.12 Amendments and Waivers . Except as otherwise provided herein, no amendment or waiver of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the Parties hereto. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any such prior or subsequent occurrence.

[REST OF PAGE DELIBERATELY LEFT BLANK]

[SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT]

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement as of the date first above written.

SINO PAYMENTS, INC.

/s/ Matthew Mecke

Name: Matthew Mecke

Title: Chief Executive Officer

TAP ASIA PACIFIC

/s/ Benny Lee

Name: Benny Lee

Title: Principal

TAP INVESTMENTS GROUP LIMITED MAJORITY STOCKHOLDERS

PERCENTAGE HELD

70%

/s/ Bella Po Yee Tsang

70% TIG Ownership via 700 shares

Name: Bella Po Yee Tsang

Title: Majority Owner TAP Investments Group Limited

SCHEDULE I

TIG SHAREHOLDERS



Name	Address	Tax-ID (if applicable)	TIG Shares Held	Sino Shares To Be Issued
Bella Po Yee Tsang	Unit G, 18/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong	N/A	700	12,000,000





TOTALS			1,000	12,000,000

Exhibit 10.2

SUPPLEMENTARY AGREEMENT TO
THE SHARE EXCHANGE AGREEMENT (“SUPPLEMENTARY AGREEMENT”)

Date: December 1, 2013

Party A: TIG Investments Group Limited (“ TIG ”)

Party B: a majority of the stockholders of TIG (the “ TIG Majority Stockholders ”)

Party C: Sino Payments, Inc. (“ SINO ”)

WHEREAS Party A, Party B and Party C entered into the Share Exchange Agreement on November 24, 2011 (the “ Original Agreement ”), the parties have, after reiterating that the provisions of the Original Agreement that have not been amended by this Supplementary Agreement and its exhibits continue to be valid, and fully negotiating on the basis of the principles of equality and willingness, reached an agreement to change the terms of the Original Agreement with respect to the following paragraph quoted as follows for mutual observance:

“WHEREAS , (i) the TIG Majority Stockholders and TIG believe it is in the best interests of TIG and its stockholders (the “ TIG Shareholders ”) to exchange 49 shares of TeP and such other payment processing and financial framework project assets as per below of the issued and outstanding ordinary shares of TIG (the “TIG Shares”) shares held in relation to the following:

The remaining 49% of Tap ePayment Services (HK) Limited (“TeP”) not already owned by SNPY

[49 shares held by TIG out of a total of 100 shares of which SNPY is the other owner of 51 shares]

Individual TAP project asserts including TAP Financial Framework projects across the TAP Group

for 50% of the issued and outstanding shares of common stock, $0.00001 par value per share, of SINO (the “ SINO Common Stock ”), calculated post reverse split, as set forth on Schedule I hereto (the “ SINO Shares ”), and (ii) SINO believes it is in its best interest and the best interest of its stockholders to acquire the TIG Shares in exchange for the SINO Shares, all upon the terms and subject to the conditions set forth in this Agreement (the “ Share Exchange ”);”

To be replaced by:

“WHEREAS, (i) the TIG Majority Stockholder and TIG believe it is in the best interests of TIG and its stockholders (the “ TIG Shareholders ”) to exchange 700 shares of TIG issued and outstanding ordinary shares of TIG (“the “ TIG Shares ”) for 50% of the issued and outstanding shares of common stock, $0.00001 par value per share, of SINO (the “ SINO Common Stock ”, calculated post reverse split, (the “ SINO Shares ”) and (ii) SINO believes it is in the best interest and the best interest of its stockholders to acquire the total issued and outstanding shares of TIG in exchange for the SINO Shares, all upon the terms and subject to the conditions set forth in this Agreement (the “ Share Exchange ”);”

“WHEREAS, the TIG Majority Stockholder and TIG believe it is also in the best interests of TIG and its stockholders (the “ TIG Shareholders ”) to exchange the remaining 300 shares of TIG issued and outstanding shares of TIG to SINO in exchange for 166,667 the SINO Shares held by TIG as a result of SINO’s agreement to forfeit 51 shares of Tap ePayment Services (HK) Limited (“ TeP ”) owned.

Further, Schedule 1 of the Original Agreement shall be replaced by Schedule 2 attached herewith of this Supplementary Agreement.

The parties undertake that this Supplementary Agreement is an agreement between Party A, Party B and Party C with respect to all changes made to the Original Agreement previously signed by them. In the event of any inconsistency between this Supplementary Agreement and the Original Agreement, this Supplementary Agreement shall prevail. Any matters not covered herein shall be dealt with pursuant to the Original Agreement.

The parties may separately sign a supplementary agreement for any matter not cover herein.

IN WITNESS WHEREOF , the Parties hereto have executed this Supplementary Agreement as of the date first above written.

SINO PAYMENTS, INC.

/s/ Matthew Mecke

Name: Matthew Mecke

Title: Chief Executive Officer

TAP ASIA PACIFIC

/s/ Benny Lee

Name: Benny Lee

Title: Principal

TAP INVESTMENTS GROUP LIMITED MAJORITY STOCKHOLDERS

PERCENTAGE HELD

100%

/s/ Bella Po Yee Tsang

100% TIG Ownership via 1000 shares

Name: Bella Po Yee Tsang

Title: Majority Owner TAP Investments Group Limited

SCHEDULE 2

TIG SHAREHOLDER


Name	Address	Tax-ID (if applicable)	TIG Shares held and to be transferred to SINO	SINO Shares to be issued to Bella Po Yee Tsang
Bella Po Yee Tsang	Unit G, 18/F., Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong	N/A	700	12,000,000
		TOTAL	700	12,000,000

Name	Address	Tax-ID (if applicable)	TIG Shares held and to be transferred to SINO	SINO Shares held by TIG to be transferred to Bella Po Yee Tsang
Bella Po Yee Tsang	Unit G, 18/F., Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong	N/A	300	166,667
		TOTAL	300	166,667
	GRAND	TOTAL	1,000	12,166,667

FINANCIAL STATEMENTS

VALUE EXCHANGE INT’L (CHINA) LIMITED

(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2013 AND 2012

TABLE OF CONTENTS


Contents	Pages
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2013 and 2012	F-3
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2013 and 2012	F-4
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2013 and 2012	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012	F-6
Notes to the Consolidated Financial Statements	F-7 - F-24

F - 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Value Exchange Int’l (China) Limited

(Formerly Known As Tap Investments Group Limited)

We have audited the accompanying consolidated balance sheets of Value Exchange Int’l (China) Limited, formerly known as Tap Investments Group Limited, (“Company”) and subsidiaries as of December 31, 2013 and 2012 and the related consolidated statements of income and other comprehensive loss, stockholders’ equity and cash flows for the year ended December 31, 2013 and 2012. 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. Our audits 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audit, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial positions of the Company and subsidiaries as of December 31, 2013 and 2012 and the consolidated results of their operations and cash flows for the year ended December 31, 2013 and 2012, in conformity with U.S. generally accepted accounting principles.

/s/ AWC (CPA) Limited

AWC (CPA) Limited

Hong Kong, China

October 15, 2015

F - 2

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)


	2013	2012
ASSETS	US$	US$
CURRENT ASSETS
Cash	5,371	78,067
Accounts receivable, net of an allowance for doubtful accounts of $117 and $117, as of December 31, 2013 and 2012, respectively	617,735	437,781
Accounts receivable from a related company, net of nil allowance for doubtful accounts	132,071	-
Amounts due from related parties	977,528	686,848
Other receivables and prepayments	39,265	32,551
Deferred tax assets	34,876	64,507
Total current assets	1,806,846	1,299,754

NON-CURRENT ASSETS
Plant and equipment, net	140,437	141,680

Total assets	1,947,283	1,441,434

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	136,695	32,235
Other payables and accrued liabilities	527,353	190,373
Deferred income	158,049	77,737
Amount due to a director	452,633	269,531
Amounts due to related parties	680,439	806,994
Total current liabilities	1,955,169	1,376,870

NON-CURRENT LIABILITIES
Deferred tax liabilities	6,676	-

Total liabilities	1,961,845	1,376,870

Commitment and contingencies

SHAREHOLDERS’ EQUITY
Ordinary shares, HK$1.00 par value, 10,000 shares authorized, 1,000 shares issued and outstanding as of December 31, 2013 and 2012, respectively	128	128
Retained earnings	1,867	77,855
Accumulated other comprehensive loss	(16,557)	(13,419)
Total shareholders’ equity	(14,562)	64,564

Total liabilities and shareholders’ equity	1,947,283	1,441,434

The accompanying notes are an integral part of these consolidated financial statements.

F - 3

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)


	2013		2012
		US$		US$

NET REVENUES
Service income		2,769,028		1,969,639
Sale of software - mSVC system		-		728,462
		2,769,028		2,698,101

COST OF SERVICES
Cost of service income		(1,950,974)		(1,791,020)
Cost of software - mSVC system		-		(266,758)
		(1,950,974)		(2,057,778)
GROSS PROFIT		818,054		640,323

OPERATING EXPENSES:
General and administrative expenses		(800,601)		(462,445)
INCOME FROM OPERATIONS		17,453		177,878

OTHER INCOME (EXPENSES):
Interest income		212		235
Interest expense		-		(6,595)
Management fee income		158,861		95,653
Loss on disposal of plant and equipment		(115)		(588)
VAT refund		18,034		14,300
Others		233		3,415
Total other income, net		177,225		106,420

INCOME BEFORE PROVISION FOR INCOME TAXES		194,678		284,298

INCOME TAXES		(36,307)		64,507
NET INCOME		158,371		348,805

OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustment		(3,138)		(14,218)

COMPREHENSIVE INCOME		155,233		334,587

The accompanying notes are an integral part of these consolidated financial statements.

F - 4

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)


									Accumulated
									Other
	Ordinary Shares						Retained		Comprehensive
			Shares		Par Value		Earnings		Loss		Total
BALANCE, January 1, 2012		1,000		128		(14,540)		799		(13,613)
Net income		-		-		348,805		-		348,805
Dividends		-		-		(256,410)		-		(256,410)
Foreign currency transaction adjustment		-		-		-		(14,218)		(14,218)
BALANCE, December 31, 2012		1,000		128		77,855		(13,419)		64,564
Net income		-		-		158,371		-		158,371
Dividends		-		-		(234,359)		-		(234,359)
Foreign currency transaction adjustment		-		-		-		(3,138)		(3,138)
BALANCE, December 31, 2013		1,000		128		1,867		(16,557)		(14,562)

The accompanying notes are an integral part of these consolidated financial statements.

F - 5

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)


	2013			2012
		US$			US$
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		158,371			348,805
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		54,664			38,771
Loss on disposal of plant and equipment		115			588
Deferred income taxes		36,307			(64,507)
Changes in operating assets and liabilities
Accounts receivable		(177,423)			330,484
Accounts receivable from a related company		(130,287)			-
Other receivables and prepayments		(5,946)			185,157
Amounts due from related parties		(285,607)			39,625
Accounts payable		102,242			(191,233)
Other payables and accrued liabilities		389,969			(70,695)
Deferred income		79,484			13,082
Amount due to a director		183,102			307,630
Amounts due to related parties		(132,177)			(476,159)
Net cash provided by operating activities		272,814			461,548

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment		(52,332)			(68,433)
Proceeds from disposal of plant and equipment		-			12,626
Net cash used in investing activities		(52,332)			(55,807)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on bank loan			-		(131,806)
Dividends paid			(294,359)		(256,410)
Net cash used in financing activities			(294,359)		(388,216)

EFFECT OF EXCHANGE RATE ON CASH			1,181		1,182
(DECREASE) INCREASE IN CASH			(72,696)		18,707
CASH, beginning of year			78,067		59,360
CASH, end of year			5,371		78,067

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest			-		6,595
Cash paid for income taxes			-		-

The accompanying notes are an integral part of these consolidated financial statements.

F - 6

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)

Note 1 - Organization and description of business

Value Exchange Int’l (China) Limited, formerly known as TAP Investments Group Limited, (the “Company” or “VEI CHN”) was incorporated on November 16, 2001 under the laws of Hong Kong SAR and changed its name to Value Exchange Int’l (China) Limited on May 13, 2013. VEI CHN is an investment holding company. The Company provides IT services and solutions to the retail sector through three operating subsidiaries located in Hong Kong SAR and China.

On September 2, 2008 VEI CHN established its first operating subsidiary, Value Exchange Int’l (Shanghai) Limited (“VEI SHG”) in Shanghai, the People’s Republic of China (“PRC”), under the laws of the PRC. VEI SHG engages in software development, trading and servicing of computer hardware and software activities.

On August 25, 2003, VEI CHN established its second operating subsidiary, TAP Services (H.K.) Ltd. in Hong Kong which subsequently changed its name to Value Exchange Int’l (Hong Kong) Limited (“VEI HKG”) on May 14, 2013. VEI HKG engages in software development, trading and servicing of computer hardware and software activities.

On May 14, 2013, VEI CHN further established another operating subsidiary, Ke Dao Solutions Limited (“KDSL”) in Hong Kong. KDSL conducts consultancy services on IT Services and Solutions activities.

All three subsidiaries are 100% wholly owned by VEI CHN.

F - 7

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)

Note 2 - Accounting policies

Basis of presentation and principle of consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and include the financial statements of the Company and all its wholly-owned subsidiaries that require consolidation. All material intercompany transactions and balances have been eliminated in the consolidation. The following entities were consolidated as of December 31, 2013 and 2012:


	Place of incorporation	Ownership percentage
		2013	2012
Value Exchange Int’l (China) Limited	Hong Kong	Parent Company	Parent Company
Value Exchange Int’l (Shanghai) Limited	PRC	100%	100%
Value Exchange Int’l (Hong Kong) Limited	Hong Kong	100%	100%
Ke Dao Solutions Limited	Hong Kong	100%	N/A

[F8KA101515_EX99Z1001.JPG]

Use of estimates

Preparing consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions affecting 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 more significant areas requiring using management’s estimates and assumptions relate to the collectability of its receivables, the fair value and accounting treatment of financial instruments, the valuation of long-lived assets and valuation of deferred tax liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates. In addition, different assumptions or circumstances could reasonably be expected to yield different results.

F - 8

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)

Cash and cash equivalents

For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash includes cash on hand and demand deposits in accounts maintained with financial institutions or state owned banks within the PRC and Hong Kong.

Accounts receivable and other receivables

Receivables include trade accounts due from customers and other receivables such as cash advances to employees, utility deposits paid and advance to suppliers. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current economic trends and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified. As of December 31, 2013 and 2012, there was a $117 and $117 allowance for uncollectible accounts receivable, respectively. Management believes that the remaining accounts receivable are collectable.

Plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses, if any. Expenditures for maintenance and repairs are charged to earnings as incurred. Major additions are capitalized. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of plant and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows:


		Estimated Useful Life
Leasehold improvements		Lesser of lease term or the estimated useful lives of 5 years
Computer equipment		5 years
Computer software		5 years
Office furniture and equipment	5 years

Equity Method Investments

In situations where the Company has significant influence, but not control, of an entity; the Company applies the equity method of accounting. Under the equity method of accounting, the Company’s share of the investee’s underlying net income or loss is recorded as income (loss) from equity method investments. An impairment charge would be recognized if the carrying value exceeds the estimated fair value and is determined to be other than temporary.

The Company’s 49% equity interests in TAP e-Payment Services (HK) Limited (“TAP e-Payment”) in the year 2012, with an investment cost HKD49 (approximately to US$6) is the only investment accounted for under the equity method of accounting. The Company has periodically compared the investment’s carrying value to its estimated fair value. For the year ended December 31, 2012, the Company’s share of TAP e-Payment’s underlying net income (loss) was insignificant, no equity share of the investee’s underlying net income was recorded. Also, TAP e-Payment had net liability amounted to NIL as of December 31, 2012, the Company had recorded an impairment charge on the carrying amount of investment accordingly.

F - 9

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)

Impairment of long-lived assets

The Company evaluates long lived assets, including equipment, for impairment at least once per year and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Based on the existence of one or more indicators of impairment, the Company measures any impairment of long-lived assets by comparing the asset's estimated fair value with its carrying value, based on cash flow methodology. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired and an impairment loss equal to an amount by which the carrying value exceeds the fair value of the asset is recognized.

Fair value of financial instruments

The Company values its financial instruments as required by FASB ASC 320-12-65. The estimated fair value amounts have been determined by the Company, using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:


	Level one —	Quoted market prices in active markets for identical assets or liabilities;
	Level two —	Inputs other than level one inputs that are either directly or indirectly observable; and
	Level three —	Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The carrying values of the Company’s financial instruments; consisting of cash and cash equivalents, accounts receivable, accounts payable, other receivables and prepayments, other payables and accrued liabilities, balances with a related party, balances with related companies and amounts due to director approximate their fair values due to the short maturities of these instruments.

There was no asset or liability measured at fair value on a non-recurring basis as of December 31, 2013 and 2012.

Comprehensive income

U.S. GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income or loss. Although certain changes in assets and liabilities are reported as separate components of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income or loss. The components of other comprehensive income or loss consist of foreign currency translation adjustments.

F - 10

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)

Revenue recognition

Sales revenue is recognized when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable, and (iv) the ability to collect is reasonably assured.

The Company’s revenue is derived from three primary sources: (i) professional services for systems development and integration, including procurement of related hardware and software licenses on behalf of customers, if required; (ii) professional services for system maintenance normally for a period of one year; and (iii) sale of software licenses.

Multiple-deliverable arrangements

The Company derives revenue from fixed-price sale contracts with customers that may provide for the Company to procure hardware and software licenses with varied performance specifications specific to each customer and provide the technical services for systems development and integration of the hardware and software licenses. In instances where the contract price is inclusive of the technical services, the sale contracts include multiple deliverables. A multiple-element arrangement is separated into more than one unit of accounting if all of the following criteria are met:

–

The delivered item(s) has value to the customer on a stand-alone basis;

–

There is objective and reliable evidence of the fair value of the undelivered item(s); and

–

If the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company.

The Company’s multiple-element contracts generally include customer-acceptance provisions which provide for the Company to carry out installation, test runs and performance tests at the Company’s cost until the systems as a whole can meet the performance specifications stated in the contracts. The delivered equipment and software licenses have no standalone value to the customer until they are installed, integrated and tested at the customer’s site by the Company in accordance with the performance specifications specific to each customer. In addition, under these multiple-element contracts, the Company has not sold the equipment and software licenses separately from the installation, integration and testing services, and hence there is no objective and reliable evidence of the fair value for each deliverable included in the arrangement. As a result, the equipment and the technical services for installation, integration and testing of the equipment are considered a single unit of accounting pursuant to ASC Subtopic 605-25, Revenue Recognition — Multiple-Element Arrangements. In addition, the arrangement generally includes customer acceptance criteria that cannot be tested before installation and integration at the customer’s site. Accordingly, revenue recognition is deferred until customer acceptance, indicated by an acceptance certificate signed off by the customer.

Revenues of maintenance services are recognized when the services are performed in accordance with the contract term.

Revenues of sale of software, if not bundled with other arrangements, are recognized when shipped and customer acceptance obtained, if all other revenue recognition criteria are met. Costs associated with revenues are recognized when incurred.

F - 11

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)

Revenues are recorded net of value-added taxes, sales discounts and returns. There were no sales returns during the years ended December 31, 2013 and 2012.


	2013		2012
		US$		US$
NET REVENUES
Service income
– systems development and integration		455,114		206,937
– systems maintenance		2,313,914		1,762,702
		2,769,028		1,969,639
Sale of software - mSVC system		-		728,462
		2,769,028		2,698,101

Billings in excess of revenues recognized are recorded as deferred revenue.

Income taxes

The Company accounts for income taxes in accordance with the accounting standard issued by the Financial Accounting Standard Board (“FASB”) for income taxes. Under the asset and liability method as required by this accounting standard, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The charge for taxation is based on the results for the reporting period as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. The effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all of, a deferred tax asset will not be realized.

Under the accounting standard regarding accounting for uncertainty in income taxes, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred.

Refer to Note 9 to the consolidated financial statements for further information regarding the components of the Company’s income tax.

Operating leases

Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the statements of income on a straight-line basis over the lease periods.

F - 12

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)

Advertising costs

The Company expenses the cost of advertising as incurred in the period in which the advertisements and marketing activities are first run or over the life of the endorsement contract. Advertising and marketing expense for the years ended December 31, 2013 and 2012 were approximately $18,077 and $183, respectively.

Shipping and handling

Shipping and handling cost incurred to ship computer products to customers are included in selling expenses. Shipping and handling expenses for the years ended December 31, 2013 and 2012 were insignificant.

Research and development costs

Research and development costs are expensed as incurred and are included in general and administrative expenses. Research and development costs for the years ended December 31, 2013 and 2012 were insignificant.

Foreign currency translation

The reporting currency of the Company is the U.S. Dollar. (“US$” or “$”). The functional currency of the Company and its Hong Kong subsidiaries is the Hong Kong Dollar. The functional currency of the PRC subsidiary is RMB. Results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated at the exchange rate as quoted by the Hong Kong Monetary Authority (“HKMA”) at the end of the period. Capital accounts are translated at their historical exchange rates when the capital transaction occurred. Translation adjustments resulting from this process are included in accumulated other comprehensive income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

The balance sheet amounts with the exception of equity were translated at RMB6.0574 and RMB6.2197 to $1.00 at December 31, 2013 and 2012, respectively. The equity accounts were stated at their historical exchange rates. The average translation rates applied to the income and cash flow statement amounts for the years ended December 31, 2013 and 2012 were RMB6.1402 and RMB6.3039 to $1.00, respectively.

Commitments and contingencies

The Company follows FASB ASC Subtopic 450-20, “Loss Contingencies” in determining its accruals and disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.

F - 13

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)

Segment Reporting

The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operating results solely by monthly revenue from software development and maintenance services (but not by sub-services/product type or geographic area) and operating results of the Company and, as such, the Company has determined that the Company has one operating segment as defined by ASC Topic 280 “Segment Reporting”.

Recent accounting pronouncements

In March 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-05, Foreign Currency Matters, (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (ASU 2013-05), to resolve a diversity in accounting for the cumulative translation adjustment of foreign currency upon derecognition of a foreign subsidiary or group of assets. ASU 2013-05 requires the parent to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. Further, ASU 2013-05 clarified that the parent should apply the guidance in subtopic 810-10 if there is a sale of an investment in a foreign entity, including both (1) events that result in the loss of a controlling financial interest in a foreign entity and (2) events that result in an acquirer obtaining control of an acquiree in which it held an equity interest immediately before the acquisition date. Accordingly, the cumulative translation adjustment should be released into net income upon the occurrence of those events. For public entities, the amendments are effective on a prospective basis for fiscal years and interim reporting periods within those years, beginning after December 15, 2013. For nonpublic entities the amendments are effective on a prospective basis for the first annual period beginning after December 15, 2014, and interim and annual periods thereafter. The amendments should be applied prospectively to derecognition events occurring after the effective date. Prior periods should not be adjusted. Early adoption is permitted. The Company does not expect ASU 2013-05 to have a significant impact on its consolidated results of operations and financial condition.

In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Income Taxes (Topic 740)(ASU 2013-11). The amendments in this update provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss, or tax credit carryforward exists. These amendments provide that an unrecognized tax benefit, or a portion thereof, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes that would result from disallowance of a tax position, or the tax law does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, then the unrecognized tax benefit should be presented as a liability. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. The Company does not expect ASU 2013-11 to have a significant impact on its consolidated results of operations and financial condition.

F - 14

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)

In April 2014, the FASB issued ASU 2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, which changes the threshold for reporting discontinued operations and adds new disclosures. The new guidance defines a discontinued operation as a disposal that “represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.” The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods. For most nonpublic organizations, it is effective for annual financial statements with fiscal years beginning on or after December 15, 2014, and interim periods thereafter. Entities may “early adopt” the guidance for new disposals. The Company does not expect that the adoption will have a material impact on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" which clarifies and improves the principles for recognizing revenue and develops a common revenue standard for United States generally accepted accounting principles (U.S. GAAP) and International Financial Reporting Standards (IFRS) that among other things, improves comparability of revenue recognition practices and provides more useful information to users of financial statements through improved disclosure requirements. The amendments in ASU 2014-09 for public entity are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. For all other entities, they are effective for annual reporting periods beginning after December 15, 2017and interim periods within annual periods beginning after December 15, 2018. A nonpublic entity may elect to apply the guidance in this ASU early with certain restrictions. The Company is currently reviewing the effect of ASU 2014-09 on its revenue recognition.

In June 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements-Going concern (Subtopic 205-40) which provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. This guidance in ASU 2014-15 is effective for annual periods ending after December 15, 2016 for all entities, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company does not expect that the adoption will have a material impact on its consolidated financial statements.

In November 2014, FASB issued Accounting Standards Update No. 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force).The amendments permit the use of the Fed Funds Effective Swap Rate (also referred to as the Overnight Index Swap Rate, or OIS) as a benchmark interest rate for hedge accounting purposes. Public business entities are required to implement the new requirements in fiscal years (and interim periods within those fiscal years) beginning after December 15, 2015. All other types of entities are required to implement the new requirements in fiscal years beginning after December 15, 2015, and interim periods beginning after December 15, 2016. The Company does not expect the adoption of ASU 2014-16 to have material impact on its consolidated financial statement.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

F - 15

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)

Note 3 - Accounts receivable

Accounts receivable as of December 31, 2013 and 2012 consisted of the following:


	December 31,
	2013		2012
	US$		US$
Accounts receivable		749,923		437,898
Allowance for doubtful accounts		(117)		(117)
		749,806		437,781

The movements in allowance for doubtful accounts are as follows:


	2013	2012
	US$	US$
As of January 1	117	-
Addition during the year	-		117
As of December 31	117		117

During the years ended December 31, 2013 and 2012, the Company did not write off delinquent accounts receivable.

All of the Company’s customers are located in the PRC and Hong Kong. The Company provides credit in the normal course of business. The Company performs ongoing credit evaluations of its customers and maintains allowances for doubtful accounts based on factors surrounding the credit risk of specific customers, historical trends, and other information.

Note 4 - Other receivables and prepayments

Other receivables and prepayments as of December 31, 2013 and 2012 consisted of the following:


	December 31,
	2013		2012
	US$		US$
Prepaid expense		11,390		12,078
Rental deposits		16,167		17,076
Others		11,708		3,397
		39,265		32,551

F - 16

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)

Note 5 – Plant and equipment, net

Plant and equipment consisted of the following as of December 31, 2013 and 2012:


	December 31,
	2013		2012
	US$		US$
Leasehold improvements		39,035		667
Computer equipment		120,255		114,003
Computer software		145,075		140,912
Office furniture and equipment		46,650		41,689
Total		351,015		297,271
Less: accumulated depreciation		(210,578)		(155,591)
Plant and equipment, net		140,437		141,680

Depreciation expense for the years ended December 31, 2013 and 2012 amounted to $54,664 and $38,771, respectively.

For the years ended December 31, 2013 and 2012, no interest expense was capitalized into plant and equipment.

Note 6 - Debt and credit facilities

On December 31, 2011, the Company had a short-term bank loan of $131,806 (HK$1,028,087), at an interest rate of 2% per annum over Hong Kong Dollar Prime Rate, drawn from a credit facility granted by a local bank in Hong Kong. The credit facility was guaranteed by Ms. Bella Tsang, a director of the Company. The bank loan was repaid during 2012. Total interest incurred amounted to nil and $6,595 for the years ended December 31, 2013 and 2012, respectively.

Note 7 – Other payables and accrued liabilities

Other payables and accruals consisted of the following as of December 31, 2013 and 2012:


	December 31,
	2013		2012
	US$		US$
Accrued staff costs		334,045		72,668
Accrued professional fees		25,625		1,393
Other taxes payable		7,846		8,896
Other payables		56,486		3,735
Provision for salary		103,351		103,681
		527,353		190,373

F - 17

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)

Accrued staff costs mainly represent salary payables and fringe and social security accruals. According to the prevailing laws and regulations of the PRC, all eligible employees of the Company’s subsidiary are entitled to staff welfare benefits including medical care, welfare subsidies, unemployment insurance and pension benefits through a PRC government-mandated multi-employer defined contribution plan. The Company’s subsidiary is required to accrue for these benefits based on certain percentages of the qualified employees’ salaries. The Company’s subsidiary is required to make contributions to the plans out of the amounts accrued.

The Company’s subsidiaries incorporated in Hong Kong manage a defined contribution Mandatory Provident Fund (the “MPF Scheme”) under the Mandatory Provident Fund Schemes Ordinance, for all of its employees in Hong Kong. The Company is required to contribute 5% of the monthly salaries for all Hong Kong based employees to the MPF Scheme up to a maximum statutory limit.

Total social security expenses incurred by the Company were $300,222 and $269,500 for the years ended December 31, 2013 and 2012, respectively.

Note 8 – Deferred income

Deferred income consisted of the following as of December 31, 2013 and 2012:


	December 31,
	2013		2012
	US$		US$
Service fees received in advance		158,049		77,737

Note 9 - Income taxes

Income is subject to tax in the various countries in which the company operates.

The Company and its Hong Kong subsidiaries are subject to Hong Kong Profits Tax at 16.5% of the estimated assessable profit. The Income Tax Laws in Hong Kong exempts income tax for dividends distributed to its shareholders. Accordingly, no deferred tax liability was recognized for the undistributed earnings of the Company and its Hong Kong subsidiaries.

The Company’s PRC subsidiary in the PRC is subject to PRC Enterprise Income Tax at 25%.

The Income Tax Laws in China also imposes a 10% withholding income tax for dividends distributed by a foreign invested enterprise to its immediate holding company outside China for distribution of earnings generated after January 1, 2008. Under the Income Tax Laws, the distribution of earnings generated prior to January 1, 2008 is exempt from the withholding tax. As the Company’s subsidiary in the PRC suffered accumulated losses for the years ended December 31, 2013 and 2012, no distribution of earnings was made by the Company’s subsidiary in the PRC in 2012 and 2013. Accordingly, no deferred tax liability was recognized as there were no undistributed earnings of the PRC subsidiary available at December 31, 2013 and 2012.

F - 18

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)

The Company’s income tax expense / (credit) consisted of:


	Year ended December 31,
	2013		2012
		US$		US$
Current income tax		-		-
Deferred income tax		36,307		(64,507)
Income tax expense / (credit)		36,307		(64,507)

A reconciliation of the income tax expense / (credit) applicable to income before tax using the applicable statutory rates for the jurisdictions in which the Company and its subsidiaries operated to the tax expense / (credit) at the effective tax rates are as follows:


	Year ended December 31,
	2013		2012
		US$		US$
Pre-tax income		191,602		274,138

Income tax rate applicable in Hong Kong		16.5%		16.5%
Income tax computed at Hong Kong income tax rate		31,614		45,233
Reconciling items:
Rate differential under different jurisdictions		8,933		251
Permanent differences relating to non-taxable income and non-deductible expenses		7,716		(36,238)
Change in valuation allowance		(11,956)		(73,753)
Effective income taxes		36,307		(64,507)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred income tax assets and liabilities are as follows:


	December 31,
Deferred income tax assets:	2013		2012
		US$		US$
Net operating loss carry forwards		34,876		83,139
Less: Valuation allowance		-		(18,632)
		34,876		64,507


	December 31,
Deferred income tax liabilities:	2013		2012
		US$		US$
Depreciation allowances in excess of the related depreciation		6,676		-
		6,676		-

F - 19

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)

The deferred income tax assets relates to net operating loss carry forwards from the VEI CHN, VEI SHG, one of the Company’s subsidiaries in the PRC, and KDSL, another subsidiary of the Company in Hong Kong. The net operating loss attributable from VEI CHN can be carried forward indefinitely. As of December 31, 2013 and 2012, such amount was approximately $34,600 (2012: $38,300), respectively. The net operating loss attributable from VEI SHG can only be carried forward for a maximum period of five years. As of December 31, 2013 and 2012, such amounts were approximately $110,800 (2012: $258,000), respectively, of deductible tax loss carry forwards that expire through December 31, 2018. The net operating loss attributable from KDSL can be carried forward indefinitely. As of December 31, 2013, such amount was approximately $9,000. Management believes that VEI CHN, VEI SHG and KDSL can realize these potential tax benefits through operating profits in the foreseeable future. As a result, the full amount of the deferred income tax assets was provided.

Note 10 – Ordinary Shares

As of December 31, 2013 and 2012, the Company has issued and outstanding 1,000 ordinary shares, at HK$1 par value per share (approximately US$0.128) with an amount of $128. The Company’s articles of incorporation authorize the Company to issue Ordinary Shares up to 10,000 shares of HK$1 par value. The holders are entitled to one vote for each share on matters submitted to a vote to shareholders, and to share pro rata in all dividend payments.

Note 11 – Statutory reserves

Statutory reserves

The laws and regulations of the PRC require that before an enterprise distributes profits to its owners, it must first satisfy all tax liabilities, provide for losses in previous years, and make allocations in proportions determined at the discretion of the Board of Directors after the statutory reserves.

As stipulated by the Company Law of the PRC, as applicable to Chinese companies with foreign ownership, net income after taxation can only be distributed as dividends after appropriation has been made for the following:

Making up cumulative prior years’ losses, if any;

Allocations to the “Statutory surplus reserve” of at least 10% of income after tax, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the company’s registered capital; and;

Allocations to the discretionary surplus reserve, if approved in the shareholders’ general meeting.

The statutory reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any. It may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.

For the years ended December 31, 2013 and 2012, as the Company’s PRC subsidiary had accumulated losses, no appropriation was made to the statutory reserves accordingly.

F - 20

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)

Note 12 – Related party and shareholder transactions

Other than disclosed elsewhere in these financial statements, the Company also had the following related party balances and transactions:-

Related party balances


	December 31,
	2013		2012
		US$			US$
Due to a director - Ms. Bella Tsang (i)		452,633			269,351

Accounts receivable from a related company
Value Exchange International Limited (ii)		132,071			-

Due from related parties
Value Exchange International Limited (ii)		721,028			367,069
TAP Services Inc., Philippines (iii)		223,088			153,216
Sino Payments, Inc. (note 15)		33,412			25,705
Mr. Raymond Lee (iv)		-			140,858
		977,528			686,848

Due to related parties
TAP Technology (HK) Limited (v)		486,024		512,434
Mr. Benny Lee (vi)		194,415		294,560
		680,439		806,994

The balances are unsecured, interest free and repayable on demand.

Subsequent to December 31, 2013, all the balances owing from the related parties, except TAP Services Inc., Philippines, have been settled. The outstanding balance due from TAP Services Inc., Philippines was $223,964 as of March 31, 2015.

F - 21

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)

Related party transactions:


	Year end December 31,
	2013		2012
		US$		US$
Value Exchange International Limited (ii)
Service income		549,377		-
Sales of mSVC system		-		728,462
Subcontracting fees		(29,127)		(48,895)

Software development costs paid to:
TAP Services Inc., Philippines (iii)		-		126,282
TAP e-Payment Services (HK) Limited (vii)		-		140,476

Rental expenses paid to TAP Technology (HK) Limited (v)		(76,923)		(76,923)

Management fees received from:
Value Exchange International Limited (ii)		158,861		90,325
TAP e-Payment Services (HK) Limited (vii)		-		5,328

(i)

Ms. Bella Tsang, a director of the Company, from time to time pays routine expenses such as travel, meals, and other business expenses on behalf of the Company.

(ii)

Ms. Bella Tsang is a shareholder and a director of Value Exchange International Limited, a company incorporated in Hong Kong.

(iii)

This company is managed by Mr. Benny Lee.

(iv)

Mr. Raymond Lee was a director of Sino Payments, Inc. (note 15), resigned on April 10, 2015.

(v)

Ms. Bella Tsang is a shareholder and a director of TAP Technology (HK) Limited, a company incorporated in Hong Kong.

(vi)

Mr. Benny Lee is a director of VEI SHG, the Company’s subsidiary in the PRC.

(vii)

The Company own 49% equity shares in TAP e-Payment Services (HK) Limited, a company incorporated in Hong Kong and have been deregistered in November 2013.

F - 22

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)

Note 13 - Commitments

The Company’s contractual obligations primarily consist of operating lease obligations. The following table sets forth a breakdown of the contractual obligations as of December 31, 2013 and 2012:


	December 31,
	2013		2012
Operating lease commitment		US$		US$
Within 1 year		15,206		23,112

Note 14 - Concentration of risks

The Company’s operations are carried out in the PRC and in Hong Kong. Its operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in government policies regarding laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Financial instruments that subject the Company to a concentration of credit risk consist of cash, accounts receivable, prepayments and amounts due from related parties. The Company maintains balances at financial institutions located in Hong Kong and China. From time-to-time, balances in Hong Kong may exceed the Hong Kong Deposit Protection Board insured limits for the banks located in Hong Kong. Balances at financial institutions or state owned banks within the PRC are not insured. As of December 31, 2013 and 2012, the Company had deposits in excess of insured limits totaling $1,597 and $43,876, respectively. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks to the cash in its bank accounts.

The Company provides unsecured credit terms for sales to certain customers. As a result, there are credit risks with the accounts receivable balances. The Company constantly re-evaluates the credit worthiness of customers buying on credit and maintains an allowance for doubtful accounts.

The following individual customer accounted for 10% or more of the Company’s revenues for the years ended December 31, 2013 and 2012:


	2013		2012
Wincor Nixdorf Retail & Banking Systems (Shanghai) Co., Ltd.		49%		50%
Value Exchange International Ltd.		20%		27%

Individual customer accounts receivable that represented 10% or more of total accounts receivable as of December 31, 2013 and 2012 were as follows:


	Percentage of accounts receivable as of December 31,
	2013		2012
Wincor Nixdorf Retail & Banking Systems (Shanghai) Co., Ltd.		42%		21%
Wincor Nixdorf Pte Ltd.		22%		14%
Value Exchange International Ltd.		18%		-

F - 23

VALUE EXCHANGE INT’L (CHINA) LIMITED
(FORMERLY KNOWN AS TAP INVESTMENTS GROUP LIMITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In U.S. dollars, except for shares and per share data)

For the year ended December 31, 2013, two individual suppliers, Shanghai Wang Fei Trading Co. Ltd. and Guangzhou Li Pan Computing Technology Co., Ltd. accounted for 10% or more of the Company’s procurement and accounted for 10% or more of total accounts payable as of December 31, 2013. For the year ended December 31, 2012, one individual supplier, Shang Hai Yue Dian Information Technology Company Ltd. accounted for 10% or more for the Company’s procurement. No supplier accounted for 10% or more of total accounts payable as of December 31, 2012.

Note 15 - Subsequent events

The Company has evaluated subsequent events through the date these consolidated financial statements were issued to determine whether the circumstances warranted recognition and disclosure of those events or transactions in the consolidated financial statements as of December 31, 2013.

On October 24, 2011, VEI CHN entered into a share exchange agreement with Sino Payments, Inc. (“SINO”), a company incorporated in Nevada, USA and listed in the OTCBB, whereby the majority stockholders of VEI CHN agreed to surrender their holdings in VEI CHN in exchange for 50% of the issued and outstanding shares of common stock of SINO. On December 1, 2013, a Supplementary Agreement was signed among SINO, VEI CHN and majority stockholders of VEI CHN confirming that the majority stockholders of VEI CHN would surrender all their holdings in VEI CHN to SINO for the common stock of SINO.

The closing of the Share Exchange should take place remotely via the exchange of documents and signatures on the day of the conditions to closing set forth in Articles V and VI of the share exchange agreement have been satisfied or waived, or at such other time and date as the Parties to the agreement should agree in writing (the “closing date”). All parties agreed that January 1, 2014 should be the closing date of the share exchange transactions by reference to their Board Resolution to that effect.

VEI CHN intends to execute an acquisition of 100% of the outstanding share capital of a related company, TAP Services Inc., Philippines (“TSI”) to expand its business in the Asia Pacific region. An investment deposits amounting to US$200,000 have been paid to TSI in January as subscription of the Company’s shares of stock. At the date of these financial statements, this transaction is not yet completed pending the approval by the Philippine Securities & Exchange Commission of TSI’s increase in authorized capital stock. TSI is in the process of completing the requirements of the Philippine Securities & Exchange Commission. The closing of the transaction is subject to, among other things, the receipt of all necessary governmental and other consents. The parties to the transaction anticipate that the transaction will close, and TSI is expected to become a subsidiary of VEI CHN in the first quarter of 2016.

F - 24

Exhibit 99.2

Unaudited combined pro forma financial statements as of December 31, 2013

SINO PAYMENTS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On January 1, 2014, Sino Payments, Inc. (“Company” or “SINO”), a public reporting company, exchange for 100% of the issued and outstanding shares of in Value Exchange Int’l (China) Limited (“VEI CHN”) by i) newly issued 12,000,000 shares of SINO common stock to the majority stockholder of VEI CHN; and ii) 166,667 shares of SINO common stock held by VEI CHN to be transferred to the majority stockholder of VEI CHN. This transaction resulted in the owners of VEI CHN obtaining a majority voting interest in SINO. The merger of VEI CHN into SINO, which has nominal net assets, results in VEI CHN having control of the combined entity.

For financial reporting purposes, the transaction represents a "reverse merger" rather than a business combination and SINO is deemed to be the accounting acquiree in the transaction. The transaction is being accounted for as a reverse merger and recapitalization. SINO is the legal acquirer but accounting acquiree for financial reporting purposes and VEI CHN is the acquired company but accounting acquirer. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior to the transaction will be those of VEI CHN and will be recorded at the historical cost basis of VEI CHN, and no goodwill will be recognized in this transaction. The consolidated financial statements after completion of the transaction will include the assets and liabilities of VEI CHN and SINO, and the historical operations of SINO and the combined operations of VEI CHN from the initial closing date of the transaction.

The following unaudited pro forma condensed combined financial statements for the year ended December 31, 2013, the date of the latest publicly available annual financial information for the Company, have been prepared based on certain pro forma adjustments to our historical financial statements set forth in our Annual Report on Form 10-KT for the year ended December 31, 2013, as filed with the Securities and Exchange Commission, and are qualified in their entirety by reference to such historical financial statements and related notes contained in the report. The historic financial statements for VEI CHN were derived from audited financial statements for the year ended December 31, 2013. The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes and with the historical consolidated financial statements and related notes thereto.

The unaudited pro forma condensed combined balance sheet has been prepared as if the transaction had occurred as of December 31, 2014. The unaudited pro forma condensed combined statements of operations have been prepared as if this transaction had occurred on January 1, 2013.

These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only. Such information is not necessarily indicative of the operating results or financial position that would have occurred had the acquisition been completed at the dates indicated or what would be any future periods.

FFF-1


SINO PAYMENTS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2013
	SINO		VEI CHN		Pro Forma Adjustments		SINO Pro Forma
ASSETS
Cash and cash equivalents	$	-	$	5,371	$	-	$	5,371
Accounts receivable, net		-		617,735		-		617,735
Accounts receivable from a related company, net		-		132,071		-		132,071
Amounts due from related parties		-		977,528		(33,412)		944,116
Other receivables and prepayments		-		39,265		-		39,265
Deferred tax assets		-		34,876		-		34,876
Property, plant and equipment		-		140,437		-		140,437
Total assets	$	-	$	1,947,283	$	(33,412)	$	1,913,871

LIABILITIES AND EQUITY
Accounts payable	$	-	$	136,695	$	-	$	136,695
Other payables and accrued liabilities		98,786		527,353		-		626,139
Deferred income		-		158,049		-		158,049
Amount due to a director		-		452,633		-		452,633
Amounts due to related parties		38,214		680,439		(33,338)		685,315
Deferred tax liabilities		-		6,676		-		6,676
Total liabilities		137,000		1,961,845		(33,338)		2,065,507

Shareholders’ equity
Common stock		146		128		(8)		266
Additional paid-in capital		1,483,476		-		(1,409,788)		73,688
Subscription receivable		(210,826)		-		-		(210,826)
(Accumulated deficit) / Retained earnings		(1,409,796)		1,867		1,409,796		1,867
Accumulated other comprehensive loss		-		(16,557)		(74)		(16,631)
Total shareholders’ deficit		(137,000)		(14,562)		(74)		(151,636)
Total liabilities and shareholders’ deficit	$	-	$	1,947,283	$	(33,412)	$	1,913,871

See accompanying notes to unaudited pro forma condensed combined financial statements.

FFF-2


SINO PAYMENTS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2013

	SINO		VEI CHN		Pro Forma Adjustments			SINO Pro Forma
Net Revenues	$	-	$	2,769,028	$		-	$	2,769,028

Cost of revenue		-		(1,950,974)			-		(1,950,974)

Gross profit (loss)		-		818,054			-		818,054

General and administrative expenses		(121,377)		(800,601)			-		(921,978)

Income (loss) from operations		(121,377)		17,453			-		(103,924)

Other income (expenses)		(87,237)		177,225			-		89,988

Income (loss) before Provision for income taxes		(208,614)		194,678			-		(13,936)

Income taxes		-		(36,307)			-		(36,307)

Net income (loss)		(208,614)		158,371			-		(50,243)

Other comprehensive loss:
Foreign currency translation loss		-		(3,138)			-		(3,138)

Comprehensive (loss) / income	$	(208,614)	$	155,233		$	-	$	(53,381)

Net loss per share, basic and diluted	$	0.02						$	0.00
Weighted average number of shares outstanding		12,690,431							24,690,431

See accompanying notes to unaudited pro forma condensed combined financial statements.

FFF-3

SINO PAYMENTS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

The historical financial information is derived from our historical financial statements and the historical financial statements of VEI CHN. The pro forma adjustments have been prepared as if the reverse merger occurred on December 31, 2013, for the balance sheet, and on January 1, 2013, for the statements of operations.

Note 2. Pro Forma Adjustments and Assumptions

(a)

Reflects 100% of the assets, liabilities, income and expenses of VEI CHN.

(b)

Reflects elimination of intercompany balances.

(c)

Reflects:

the issuance of 12,000,000 shares of SINO common stock at $0.19 per share, the closing price of SINO stock on January 1, 2014, the date of the transaction; and

removing SINO accumulated deficit and adjusting equity for the recapitalization.

FFF-4