10-Q

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED FEBRUARY 29, 2008
OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934

Commission file number 000-53155

SINO CHARTER INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

Block C Flat 410
Lotus Hill Golf Apartments
Lotus Hill Town, Panyu District
Guangzhou, China 511440
(Address of principal executive offices, including zip code.)

(86) 20-8484-7776
(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
YES [X]    NO [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[   ]	Accelerated filer	[  ]
Non-accelerated filer	[   ]	Smaller reporting company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X]    NO [   ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 10,977,500 as of April 14, 2008
 

PART I – FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS

Balance Sheets	F-1
Statements of Expenses	F-2
Statements of Cash Flows	F-3
Notes to Financial Statements	F-4

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SINO CHARTER INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
		February 29,			November 30,
		2008			2007
		(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	12,742		$	29,405
TOTAL CURRENT ASSETS		12,742			29,405
TOTAL ASSETS	$	12,742		$	29,405
LIABILITIES AND STOCKHOLDER'S DEFICIT
CURRENT LIABILITIES
Accrued interest	$	475		$	475
Accounts payable and accrued expenses		4,858			8,036
TOTAL CURRENT LIABILITIES		5,333			8,511
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDER'S DEFICIT
Preferred stock, $0.00001 par value; 100,000,000 shares authorized,
no shares issued and outstanding		-			-
Common stock, $0.00001 par value; 100,000,000 shares authorized,
10,977,500 shares issued and outstanding		110			110
Additional paid-in capital		97,740			97,740
Accumulated deficit		(90,441	)		(76,956	)
TOTAL STOCKHOLDER'S EQUITY		7,409			20,894
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	12,742		$	29,405

See accompanying condensed notes to interim financial statements.
F-1

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SINO CHARTER INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
		Three Months		Three Months				From October 30,
		Ended			Ended			2006 (Inception)
		February 29th			Februrary 28th			to Feb 29,
		2008			2007			2008
		(unaudited)			(unaudited)			(unaudited)
REVENUES	$	-		$	-		$	-
EXPENSES
Legal and accounting		8,505			7,087			52,603
Travel		3,684			-			15,355
License expense								425
Management contracts								18,500
Bank fees		36			22			178
Office expense		1,260			150			2,467
Total Expenses		13,485			7,259			89,528
LOSS FROM OPERATIONS		(13,485	)		(7,259	)		(89,528	)
OTHER INCOME (EXPENSE)
Interest expense		-			(84	)		(913	)
Total Other Income (Expense)		-			(84	)		(913	)
LOSS BEFORE TAXES		(13,485	)		(7,343	)		(90,441	)
INCOME TAX EXPENSE		-			-
NET LOSS	$	(13,485	)	$	(7,343	)	$	(90,441	)
BASIC AND DILUTED NET LOSS PER SHARE	$	nil		$	nil		$	nil
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING,
BASIC AND DILUTED		10,977,500			10,000,000			10,977,500

See accompanying condensed notes to interim financial statements.
F-2

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SINO CHARTER INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
								From October 30,
		Three Months Ended			Three Months Ended			2006 (Inception)
		February 29,			February 28,			to Feb 29,
		2008			2007			2008
		(unaudited)			(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(13,485	)	$	(7,343	)	$	(90,441	)
Adjustments to reconcile net loss to net cash
used by operations:
Increase in accrued interest, related party					84			475
Increase (decrease) in accounts payable and accrued expenses		(3,178	)		(5,263	)		4,858
Net cash used by operating activities		(16,663	)		(12,522	)		(85,108	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowing, related party					12,000
Proceeds from sale of stock								97,850
Net cash provided by financing activities		-			12,000			97,850
NET INCREASE FOR PERIOD		(16,663	)		(522	)		12,742
CASH at Beginning of period		29,405			975
CASH - End of period	$	12,742		$	453		$	12,742
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

See accompanying condensed notes to interim financial statements.
F-3

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SINO CHARTER, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 29, 2008

NOTE 1 – BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

Sino Charter Inc. (hereinafter “the Company” or “Sino”) was incorporated on October 30, 2006 in the State of Nevada. The principal business of the Company is internet-based aircraft charter booking for East Asia.

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Regulation S-B as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended November 30, 2007. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. Operating results for the three month period ended February 29, 2008 are not necessarily indicative of the results that may be expected for the year ending November 30, 2008.

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

This summary of significant accounting policies of Sino Charter Inc., is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

Accounting Method
The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

In September, 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (hereinafter “SFAS No. 157”). This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosure about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements. This statement does not require any new fair value measurements, but for some entities, the application of this statement may change current practice. The adoption of this statement had no immediate material effect on the Company’s financial condition or results of operations.

F-4

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SINO CHARTER, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 29, 2008

Going Concern
As shown in the accompanying financial statements, the Company had working capital of $7,409 and an accumulated deficit of ($90,441) incurred through February 29, 2008. Management has established plans to begin generating revenues and decrease debt. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. The Company anticipates that it will need $40,000 to continue in existence for the following twelve months. The Company expects to control its cash outflows based upon funds received.

NOTE 3– RELATED PARTY LOAN PAYABLE

None

NOTE 4 - SUBSEQUENT EVENTS

Sino Charter Inc. began trading on the NASDAQ OTC Bulletin Board on April 2, 2008.

F-5

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ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

     We are a start-up stage corporation and have not generated or realized any revenues from our business operations.

     Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we complete the development of our website, source out purveyors of services for products to sell and source out clients to buy our services.

     We raised enough money to begin minimal operations including the development of our website, however, we cannot guarantee that we will stay in business after operations have commenced. If we are unable to successfully negotiate strategic alliances with purveyors of services to enable us to offer these services to our clients, or if we are unable to attract enough clients to utilize our services, we may quickly use up the proceeds from the minimum amount of money from this offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash.

Plan of Operation

     We believe we can satisfy our cash requirements during the next 12 months. We will not be conducting any product research or development. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees.

     Our specific goal is to profitably sell our services on our Internet website to the business oriented traveler. We intend to accomplish the foregoing through the following milestones:

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1.	We have contacted and we intend to continue to contact high-end resorts, hotels, retreats, limousine services and private charter airlines either directly or through broker services to offer their products and services on our website. We also intend to attend industry trade shows that are oriented towards creating opportunities for us to develop important relationships with the management of properties in China, the US, and Canada. Even though we have no service providers under contract at this time we believe we need to move forward with the website as we had a significant amount of feedback that potential service providers would like to see our website before further discussions can take place. As soon as the website is complete, we will begin operations. Contacting and negotiation of additional alliances with service providers and the development of the website will be ongoing during the life of our operations. As more service provid ers are added and as our customer database expands, we will have to be continually upgrading the website. We believe that it will cost up to $10,000 in order to have our website initially operational and $5,000 to have our database initially ready to receive information. Both the initial operation of the website and the database is anticipated to be ready by March 31, 2008. As additional alliances are negotiated with service providers, we will up- grade the website. As our customer base increases we will up-grade the database. Both upgrades will be ongoing during the life of our operations.
2.	As soon as our website is operational, which as we have said will be approximately March 31, 2008, we will begin to market our website in China, the United States and in Canada through traditional sources such as trade magazines, conventions and conferences, newspaper advertising, billboards, telephone directories and flyers/mailers. We also intend to attend tradeshows and conferences. We intend to target business executives, corporations and high- income individuals to become potential users of our services. Initially we will aggressively court the key database of corporate contacts provided by our president, Bradley W. Miller. We may utilize inbound links that connect directly to our website from other sites. Potential clients can simply click on these links to become connected to our website from search engines and community and affinity sites. We believe that it will cost a minimum of $5,000 for our marketing campaign. We also belie ve that we should begin to see results from our marketing campaign within 30 days from its initiation.
3.	Our marketing program will combine sourcing out service providers as well as clients to utilize those services. The process of sourcing out service providers includes identifying owners and management of resorts, hotels, retreats, spas, private charter companies, etc. via the Internet and research in trade magazines and directories. This process will start as soon as our office is operational and will be ongoing during the life of our operations. Sourcing potential clients may consist of telephone surveys and may contain questions that would “qualify” the potential clients. It will also involve research into existing databases available via the Internet to target and extract the applicable names and contacts to create our own customized database. We intend to look into the databases of travel journals, business magazines, newspapers, trade magazines as well as telephone directories. The cost to source and analyze all of the ma terial to identify suitable candidates to develop and maintain the database is estimated to be $5,000 to $15,000.
4.	Within 90-120 days from the initial launch of our website, we believe that we will begin booking travel arrangements for our clients.

-9-

     In summary, we should be in full operation and receiving orders within 90 days of completing our website which is when we will begin operations. We estimate that we will generate revenue 90 to 120 days after beginning operations.

     Until our website is fully operational, we do not believe that clients will use our services to book their travel arrangements. We believe, however, that once our website is operational and we are able to provide a wide selection of services that we can offer to potential clients, they will utilize our services as their “personal concierge” for their travel needs.

     If we are unable to negotiate suitable terms with service providers to enable us to represent their companies, or if we are unable to attract clients to use our services, we may have to suspend or cease operations.

     If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else.

Limited operating history; need for additional capital

     There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

     To become profitable and competitive, we have to locate and negotiate agreements with service providers to allow us to represent them for a percentage-based commission. We then have to locate clients to book those services through us.

     We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of operations

From Inception on October 30, 2006 to February 29, 2008

     Since inception, we incorporated the company, hired the auditor, and hired the attorney for the preparation of our registration statement. We have prepared an internal business plan. We have reserved the domain name “www.sinocharter.com”. Our loss since inception is $90,441, most of which is for the general and administrative expenses. We have not started our proposed business operations and will not do so until we have completed our website.

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     Since inception, we sold 10,000,000 shares of common stock to our sole officer and director in consideration of $100 and an additional 977,500 shares of common stock through our offering in consideration of $97,750.

     We established our office in November 2007.

Liquidity and capital resources

     As of the date of this report, we have yet to generate any revenues from our business operations.

     In November 2006, we issued 10,000,000 shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933. This was accounted for as a sale of common stock.

     In October 2007, we issued 977,500 shares of common stock which had been registered via an SB-2. This was accounted for as a sale of common stock.

     As of February 29, 2008, our total assets were $12,742 and our total liabilities were $5,333. As of February 29, 2008, we had cash of $12,742.

 
ITEM 4.      CONTROLS AND PROCEDURES.

     Evaluation of Disclosure Controls and Procedures - Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.

     Internal Controls Over Financial Reporting - We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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PART II. OTHER INFORMATION

ITEM 2.      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

     On March 30, 2007 at 4:00 p.m, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective (File number 333-140587) permitting us to offer up to 1,500,000 shares of common stock at $0.10 per share. There is no underwriter involved in our public offering. In October 2007 we completed our SEC registered offering and issued 977,500 shares for $97,750 in cash. Since public offering we have used the proceeds as follows:

Legal and Accounting	$	52,603
Travel		15,355
State Filing Fees		425
Management Contracts		18,500
Bank Fees		177
Office Expenses		2,467
Total Expenses	$	89,527

 
ITEM 6.      EXHIBITS.

     The following documents are included herein:

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to
	Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of
	1934, as amended.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
	the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 17^th day of April, 2008.

SINO CHARTER INC.
(Registrant)
BY:	BRADLEY W. MILLER
	Bradley W. Miller
	President, Principal Executive Officer,
	Secretary/Treasurer, Principal Financial Officer,
	Principal Accounting Officer and a member of the
	Board of Directors.

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EXHIBIT INDEX

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to
	Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of
	1934, as amended.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
	the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).

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EX-31.1

Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Bradley W. Miller, certify that:

1.	I have reviewed this 10-Q for the period ending February 29, 2008 of Sino Charter Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 17, 2008

BRADLEY W. MILLER

Bradley W. Miller 

President, Principal Executive Officer and Principal 

Financial Officer 

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 

     In connection with the Quarterly Report of Sino Charter Inc. (the "Company") on Form 10-Q for the period ended February 29, 2008 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Bradley W. Miller, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

          Dated this 17^th day of April, 2008.

BRADLEY W. MILLER

Bradley W. Miller 

Chief Executive Officer and Chief Financial Officer