SINO PAYMENTS, INC. (Form: 8-K, Received: 02/07/2011 13:52:21)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): January 10, 2011

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)
	Unit T25, GF Bangkok Bank Building 18 Bonham Strand West Sheung Wan, Hong Kong
	(Address of principal executive offices)
	Office: 1.877.205.6270 x801
	(Registrant’s Telephone Number)

(Former name or former address, if changed since last report)

Copy of all Communications to:

Carrillo, Huettel & Zouvas LLP

3033 Fifth Avenue, Suite 400

San Diego, CA 92103

phone: 619.546.6100

fax: 619.546.6060

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 10, 2011, Sino Payments, Inc., a Nevada corporation, (the "Company") entered into an unsecured Line of Credit Note (the "Note") with TAP Investments Group Limited (the “Payee”). Under the terms of the Note, the Company may borrow, from time to time, up to the principal amount of $100,000, for general working capital. The minimum advance under the Note is $1,000 and the interest rate of the Note is 8%. The Note contains customary events of default, including, among others, non-payment of principal and interest and in the event the Company is involved in certain insolvency proceedings. In the event of a default, all of the obligations of the Company under the Note may be declared immediately due and payable. On the election of Payee, the outstanding principal and accrued interest may be repaid either in cash or the payee shall have the right to convert all or any portion of the outstanding principal amount and accrued interest into fully paid and non-assessable shares of Company’s common stock at the “Conversion Price”, which is a formula defined in the Note.

The above description of the Note is intended as a summary only and is qualified in its entirety by the terms and conditions set forth therein, a copy of the Note is filed as an exhibit to this Current Report on Form 8-K (the "Current Report").

ITEM 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER

AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by this reference.

ITEM 3.02

UNREGISTERED SALES OF EQUITY SECURITIES

The convertible securities issued pursuant to the Note have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent the registration or an applicable exemption from the registration requirements of the Securities Act. The transaction contemplated by the Note is exempt from the registration requirements of the Securities Act, pursuant to Section 4(2) and/or Regulation D thereunder.

This Current Report shall not constitute an offer to sell, the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.

ITEM 7.01

Regulation FD Disclosure.

On February 3, 2011, the Company issued a press release announcing the execution of the Note with TAP Investments Group Limited for a Hong Kong joint venture company, TAP ePayment Services Limited. According to the Hong Kong company registrar, 51% of the newly formed JV Company shares have been transferred to Sino Payments, Inc. TAP Group has already committed $20,000.00 USD of which $5,000 USD was received last week. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Limitation on Incorporation by Reference.

In accordance with General Instruction B.2 of Form 8 − K, the information in this Form 8 − K furnished pursuant to Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.


Exhibits

EXHIBIT NUMBER
	DESCRIPTION

10.1	Line of Credit Note dated January 10, 2011.
99.1	Press Release dated February 3, 2011

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: February 3, 2011

SINO PAYMENTS, INC.

By : /s/: Matthew Mecke .

Matthew Mecke, CEO

Exhibit 10.1

LINE OF CREDIT NOTE

US $100,000

January 10, 2011

FOR VALUE RECEIVED, Sino Payments, Inc., a Nevada corporation (the "Maker"), intending to be legally bound hereby, promises to pay to the order of TAP Investments Group Limited ("Payee"), at such place as Payee may designate from time to time in writing, the principal sum of One Hundred Thousand US Dollars (US$100,000), or as much thereof as may be advanced or re-advanced from time to time, in lawful money of the United States, together with interest accruing on the outstanding principal balance under this Line of Credit Note (the "Note") as provided below until repaid in full.

Purpose of Note . This Note evidences, and is given in consideration of, a loan in the principal amount of up to One Hundred Thousand US Dollars (US$100,000). This is a revolving credit facility and unless extended or renewed shall be payable in full on the Maturity Date (defined below).

Advances . The minimum Advance hereunder shall be One Thousand US Dollars (US $1,000). Within the foregoing limits and subject to this Agreement, the Maker may borrow Advances under this Section 2 subject to the limits in Section 3, repay or prepay Advances, and re-borrow Advances at any time prior to the Maturity Date provided that no Event of Default (defined below) remains unearned.

Terms of Advances . Maker and Payee agree that Maker may request up to One Hundred Thousand US Dollars (US $100,000) for general working capital.

Interest Rate . Interest shall accrue on the outstanding principal balance hereof, up to and including the maximum amount available under this Note, at an annual rate of 8%. Notwithstanding anything to the contrary herein, the liability of Maker for payment of interest under this Note shall not exceed the maximum amount permitted by law, and if any payment by Maker includes interest in excess of such maximum amount, Payee shall apply such excess to the reduction of principal or, if none is due, such excess shall be refunded to Maker. Interest shall be computed on the basis of a 360-day year.

Maturity Date . All outstanding principal and accrued interest hereunder shall be due and payable on demand pursuant to Section 7 hereunder.

Prepayment . This Note may be prepaid, in whole or in part, at any time or times without premium or penalty. All amounts prepaid by Maker to Payee shall be available for re-advancement.

Repayment . All outstanding principal and accrued interest hereunder shall be repaid as follows, at the option of the Payee: (i) in cash upon 15 days prior written notice from the Payee; or, (ii) the Payee shall have the right, but not the obligation, at any time, to convert all or any portion of the outstanding principal amount and accrued interest into fully paid and non-assessable shares of Maker's Common Stock at the Conversion Price, as defined below. The "Conversion Price" shall be equal to seventy-five percent (75%) of the average of the closing price of the Common Stock during the thirty (30) trading days immediately preceding the Conversion Date, with the number of shares of Common Stock to be issued upon each conversion hereunder shall be determined by dividing that portion of the principal and accrued interest to be converted by the then applicable Conversion Price.

Events of Default. Each of the following shall constitute an "Event of Default" hereunder:

Maker fails to make any payment of principal or interest when due under this Note;

Maker (i) applies for or consents to the appointment of a receiver, trustee or liquidator of itself or any of its property, (ii) admits in writing its inability to pay debts as they mature, (iii) makes a general assignment for the benefit of creditors, (iv) is adjudicated bankrupt or insolvent, (v) files a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, or (vi) takes any action for the purpose of effecting any of the foregoing;

Any order, judgment or decree is entered by any court of competent jurisdiction (i) approving a petition seeking reorganization of Maker or all or a substantial part of the assets of Maker, or (ii) appointing a receiver, sequester, trustee or liquidator of Maker or any of its property, and such order, judgment or decree continues unstayed and in effect for a period of sixty (60) days or more.

Remedies Upon Default . Upon the occurrence of any Event of Default (a) the entire unpaid principal balance hereunder plus all interest accrued thereon shall, at the option of Payee, become due and payable immediately without presentment, demand, notice of nonpayment, protest, notice of protest or other notice of dishonor, all of which are hereby expressly waived by Maker.

10.

Remedies Cumulative . No right or remedy conferred upon or reserved to Payee under this Note, or now or hereafter existing at law or in equity or by statute or other legislative enactment, is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and concurrent, and shall be in addition to every other such right or remedy, and may be pursued singly, concurrently, successively or otherwise, at the sole discretion of Payee, and shall not be exhausted by anyone exercise thereof but may be exercised as often as occasion therefore shall occur. Miscellaneous.

Waivers, Amendments, etc. The provisions of this Note may from time to time be amended, modified or waived, only if such amendment, modification or waiver is in a writing signed by Maker and Payee. No failure or delay on the part of Payee in exercising any power or right under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.

Notices. All notices and other communications required or permitted to be given under or in connection with this Note shall be in writing and shall be deemed given if delivered personally or by facsimile transmission (receipt verified), express courier service (signature required), or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice; provided that notices of a change of address shall be only upon receipt thereof):

If to Payee:

TAP Investments Group Limited

Unit G, 181F, Legend Tower, 7 Shing Yip Street,

Kwun Tong, Kowloon, Hong Kong

If to Maker:

Sino Payments, Inc.

Unit T25, GF Bangkok Bank Building

18 Bonham Strand West

Sheung Wan, Hong Kong

Tel: +l.877.205.6270 x80l

Severability . Any provision of this Note which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Note or affecting the validity or enforceability of such provision in any other jurisdiction.

Governing Law . This Note shall be governed by the internal laws of the State of Nevada without giving effect to it principles of conflicts of law.

Successors and Assigns . This Note shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, administrators, successors and permitted assigns.

IN WITNESS WHEREOF, Maker has executed this Note as of the day and year first above written.

MAKER:

SINO PAYMENTS, INC.

PAYEE:

TAP INVESTMENTS GROUP LIMITED