UNITED STATES 

| Nevada                                                         |   | 20-1204606                        |
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| (State or other jurisdiction of incorporation or organization) |   | (IRS Employer Identification No.) |

  

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| PART I - FINANCIAL INFORMATION                                                                                                                             |   |   |   |
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| ITEM 1 - FINANCIAL STATEMENTS                                                                                                                              |   |   |   |
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| Unaudited Condensed Consolidated Statements of Operations for the three-month and nine-month periods ended September 30, 2009 and 2008                |   |   | 3      |   |
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| Unaudited Condensed Consolidated Balance Sheet as of September 30, 2009 and Audited Condensed Consolidated Balance Sheet as of December 31, 2008 |   |   | 4      |   |
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| Unaudited Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2009 and 2008                                |   |   | 5      |   |
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| Notes to the Unaudited Condensed Consolidated Financial Statements                                                                                         |   |   | 6 - 13 |   |
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| ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                                                                         |   |   | 14 -19 |   |
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| ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                                                        |   |   | 20     |   |
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| ITEM 4 (A) - CONTROLS AND PROCEDURES                                                                                                                       |   |   | 20     |   |
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| ITEM 4 (A)T – INTERNAL CONTROL OVER FINANCIAL REPORTING                                                                                              |   |   | 20     |   |
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| PART II - OTHER INFORMATION                                                                                                                                |   |   |   |   |
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| ITEM 1 - LEGAL PROCEEDINGS                                                                                                                                 |   |   | 21     |   |
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| ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                                                                       |   |   | 21     |   |
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| ITEM 3 - DEFAULTS UPON SENIOR SECURITIES                                                                                                                   |   |   | 21     |   |
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| ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                                               |   |   | 21     |   |
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| ITEM 5 - OTHER INFORMATION                                                                                                                                 |   |   | 21     |   |
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| ITEM 6 - EXHIBITS                                                                                                                                          |   |   | 21     |   |
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| SIGNATURES                                                                                                                                                 |   |   | 22     |   |

  1    SMARTPAY EXPRESS, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS    Three months ended September 30,  Nine months ended September 30,     2009  2008  2009  2008    NoteUS$  US$  US$  US$ Continuing operations                            Operating revenues             Service income   441,907   77,157   668,691   425,877 Sale of mobile phones   -   -   929,785   -                    Operating expenses                 Subcontracting and other charges   (92,310)  (20,932)  (176,093)  (173,168)Purchase of mobile phones   -   -   (891,180)  - Staff costs   (19,554)  (69,170)  (171,932)  (192,749)Depreciation of property, plant and equipment   (3,530)  (2,954)  (10,550)  (8,665)Amortization of intangible assets   (51,359)  (47,841)  (154,076)  (143,523)Other general and administrative expenses   (89,831)  (175,885)  (531,124)  (474,233)                   Profit (Loss) from operations   185,323   (239,625)  (336,479)  (566,461)                   Non-operating income (expenses)                 Interest income   -   1,314   1,876   2,080 Subsidy income   -   -   -   27,671 Other income   -   533   -   918 Gain on disposal of partial interest in a subsidiary   -   -   -   259,837 Gain on disposal of interest in a subsidiary   -   658   -   658 Amortization of loans from a related party   -   (13,282)  (16,469)  (58,614)Loss on partial settlement of loans from a related party   -   (5,854)  -   (30,571)Interest expenses 5(b)(iv) (23,065)  -   (39,805)  - Compensation payment 5(b)(iv) -   -   (18,118)  - Loss on early termination of loans from a related party 5(b)(iv) -   -   (25,974)  -                    Income (Loss) before income tax   162,258   (256,256)  (434,969)  (364,482)                   Income tax  3 -   -   -   -                    Income (Loss) from continuing operations   162,258   (256,256)  (434,969)  (364,482)                   Discontinued operations                 Loss from discontinued operations  4(a) (7,485)  (12,801)  (53,571)  (73,685)                   Net income (loss) including noncontrolling interests   154,773   (269,057)  (488,540)  (438,167)                   Less: net loss from continuing operations attributable to noncontrolling interests   5,522   17,187   35,424   45,721 Less: net loss from discontinued operations attributable to noncontrolling interests   3,668   6,273   26,250   36,106                    Net income (loss) attributable to SPYE common stockholders   163,963   (245,597)  (426,866)  (356,340)                   Other comprehensive income                 - Foreign currency translation   -   (19,562)  15,669   95,331                    Total comprehensive income (loss)   163,963   (265,159)  (411,197)  (261,009)2    SMARTPAY EXPRESS, INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS    Three months ended September 30,  Nine months ended September 30,    2009  2008  2009  2008    US$  US$  US$  US$Basic earnings (loss) per share                Earnings (Loss) per share from continuing operations  12.98 cents  (22.03) cents  (30.92) cents  (30.69) centsLoss per share from discontinued operations  (0.30) cents  (0.60) cents  (2.11) cents  (3.62) cents                      12.68 cents  (22.63) cents  (33.03) cents  (34.31) cents                  Weighted average number of shares of common stock outstanding (Note)  1,292,166  1,085,079  1,292,166  1,038,713  Note :On October 16, 2008, the sole director and the holders of a majority of the common shares of SmartPay approved a one-for-fifty reverse stock split of common stock of SmartPay. The weighted average number of shares of common stock outstanding for the three-month and nine-month periods ended September 30, 2008 have been adjusted retrospectively for the effect of the reverse stock split for the purpose of calculationof earnings (loss) per share. The financial statements should be read in conjunction with the accompanying notes.3     SMARTPAY EXPRESS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS     As of      September 30, 2009  December 31, 2008 ASSETS Note US$  US$      (Unaudited)    Current assets        Trade receivables from third parties    146,351   27,261 Trade receivable from a related party  5(b)(i)  5,821   24,148 Prepayments and deposits    157,477   230,106 Other debtors    107,821   293,216 Amounts due from related parties 5(b)(ii)  29,412   94,204 Income tax recoverable    -   3,774 Inventories    54,596   33,207 Cash and cash equivalents    53,876   245,685 Bank deposits, collateralized  6  120,939   130,435 Assets held for sale  4(b)  369,306   -             Total current assets    1,045,599   1,082,036             Property, plant and equipment, net    55,656   87,732 Intangible assets, net    1,374,009   1,729,450 Interest in an associate    -   18,751             Total assets    2,475,264   2,917,969             LIABILITIES AND STOCKHOLDERS' EQUITY                                  Current liabilities          Trade payables    117,974   40,718 Accrued charges and other payables    463,180   525,502 Amounts due to related parties 5(b)(iii)  19,458   19,177 Temporary receipts    15,146   94,345 Loans from a related party 5(b)(iv)  -   655,274 Short-term bank loan 6  125,000   123,188 Interest payable to a related party 5(b)(v)  35,368   - Current liabilities held for sale 4(b)  656   -             Total current liabilities    776,782   1,458,204             Long-term loans from a related party 5(b)(iv)  707,353   -             Commitments and contingencies                      Stockholders' equity          Preferred stock, par value US$0.001 per share; authorized 5,000,000 shares; none issued and outstanding as of September 30, 2009 and December 31, 2008          Common stock, par value US$0.001 per share; authorized 300,000,000 shares; issued and outstanding 1,292,166 shares as of September 30, 2009 and December 31, 2008    1,292   1,292 Additional paid in capital    2,009,454   2,009,454 Dedicated reserve    319   319 Accumulated losses    (1,324,550)  (897,684)Accumulated other comprehensive income    74,053   58,384             Total SPYE stockholders’ equity    760,568   1,171,765 Noncontrolling interests    230,561   288,000             Total stockholders’ equity    991,129   1,459,765             Total liabilities and stockholders' equity    2,475,264   2,917,969    The financial statements should be read in conjunction with the accompanying notes.  4     SMARTPAY EXPRESS, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS    Nine months endedSeptember 30,    2009  2008    US$  US$         Cash flows from operating activities:      Net loss including noncontrolling interests  (488,540)  (438,167)          Adjustments to reconcile net income to net cash used in operating activities:        Depreciation of property, plant and equipment  11,353   9,397  Amortization of intangible assets  162,082   165,897  Interest income  (1,901)  (2,080) Interest expense  39,805   -  Compensation payment  18,118   -  Gain on disposal of partial interest in a subsidiary  -   (259,837) Gain on disposal of interest in a subsidiary  -   (658) Amortization of loans from a related party  16,469   58,614  Loss on partial settlement of loans from a related party  -   30,571  Loss on early termination of loans from a related party  25,974   - Share of result of an associate  18,767   8,511 Exchange difference  1,761   10,479 Changes in working capital:        Trade receivables  (100,008)  (106,266)Prepayments and deposits  65,229   240,776 Other debtors  186,050   (229,196)Inventories  (21,620)  (45,764)Trade payables  76,657   7,308 Accrued charges and other payables  (70,611)  (163,619)Temporary receipts  (79,371)  (36,333)Income tax recoverable/payable  3,829   424           Net cash used in operating activities  (135,957)  (749,943)          Cash flows from investing activities:        Interest income  1,901   2,080 Payments for purchase of property, plant and equipment  (5,830)  (9,268)Payments for purchase of intangible assets  (29,411)  - Net advances to related parties  -   (32,316)Prepayment for a long-term investment  -   (50,725)Proceeds on disposal of a subsidiary  -   157,479 Decrease (Increase) in bank deposits, collateralized  11,414   (130,435)          Net cash used in investing activities  (21,926)  (63,185)                                        Cash flows from financing activities:        Repayments to related parties  (14,791)  (44,787)Interest paid  (4,437)  - Compensation payment  (18,118)  - Settlement of loans from a related party  -   (326,714)Repayment of short-term bank loan  (125,000)  - New short-term bank loan raised  125,000   123,188           Net cash used in financing activities  (37,346)  (248,313)          Net decrease in cash and cash equivalents  (195,229)  (1,061,441)          Cash and cash equivalents at beginning of period  245,685   1,373,085           Effect on exchange rate changes  3,576   78,720           Cash and cash equivalents at end of period,  represented by cash and bank balances  54,032   390,364           Cash and cash equivalents        Held for continuing operations  53,876   390,364 Held for sale  156   -               54,032   390,364  The financial statements should be read in conjunction with the accompanying notes. 5    SMARTPAY EXPRESS, INC.NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSPeriod from January 1, 2009 to September 30, 2009 The accompanying financial statements present the financial position of the Company as of September 30, 2009 and December 31, 2008, and its results of operations for the three-month and nine-month periods ended September 30, 2009 and 2008 and cash flows for the nine months ended September 30, 2009 and 2008. All inter-companyaccounts and transactions have been eliminated on consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information andfootnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. The balance sheet at December 31, 2008 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with theconsolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. 1.       ORGANIZATION The unaudited condensed consolidated financial statements include the accounts of SmartPay Express, Inc. ("SPYE") (formerly known as Axiom III, Inc. (“AXIO”)) and its subsidiaries (collectively referred to as the “Company”). On October 10, 2007, AXIO entered into a share exchange agreement with, among others, the shareholders of Eastern Concept Development Limited (“Eastern Concept”) pursuant to which AXIO acquired 100% of the issued and outstanding share capital of Eastern Concept in exchange for 35,351,667 shares of commonstock of AXIO, or 70.7% of the total 50,000,000 issued and outstanding shares of common stock of AXIO after giving effect to the share exchange. On October 18, 2007, AXIO entered into a stock purchase agreement with Northeast Nominee Trust, the then major shareholder of AXIO, to dispose of its 100% interest in Axiom First Corporation, the only asset of AXIO just before the share exchange on October 10, 2007, at a consideration of US$1. Since then, AXIO entirely ceased its prior business operations. For financial reporting purposes, the acquisition of Eastern Concept by AXIO has been treated as a reverse acquisition whereby Eastern Concept is considered as the acquirer, i.e. the surviving entity. On this basis, the historical financial information prior to October 10, 2007 represents that of Eastern Concept. SPYE has five subsidiaries: Eastern Concept, Eastern Concept Corporate Consulting (Shenzhen) Limited, Guangdong Wanzhi Electron S&T Company Limited (formerly Foshan Wanzhi Electron S&T Company Limited) (“Wanzhi”), Foshan Information Technology Company Limited (“Foshan Company”) and FoshanJinCheng Information Technology Company Limited (“JinCheng”). Except for Eastern Concept which is incorporated in Hong Kong, all subsidiaries are established in the People’s Republic of China (the “PRC”). The Company entered into an agreement with a third party individual on March 28, 2009 to dispose of its entire 51% equity interests in JinCheng (the “Disposal”) at a consideration of approximately US$370,000 (see note 4). Up to the date of this report, the Disposal has not been completed. The Company is principally engaged in the provision of smartcard system and other value-added services in Guangdong province, the PRC. During the nine-month period ended September 30, 2009, the Company carried out a transaction for sale and purchase of mobile phones with costs and revenue of US$891,180 and US$929,785respectively. This transaction was introduced by a business partner for provision of smart card services to schools, which is a telecom service provider in the PRC. Although such kind of transactions may continue to occur in the future as a result of the business relationship with the business partner, the Company considers that those transactions are auxiliary to its core business and they would not become the Company’s principal activities. 6     SMARTPAY EXPRESS, INC.NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSPeriod from January 1, 2009 to September 30, 2009  2.       RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS AND STANDARDS Adoption of Recently Issued Accounting Pronouncements Effective 1 July 2009, the Company adopted FASB Accounting Standards Codification (“ASC”) Topic 105, “the FASB Accounting Standards Codification” (“Codification”) (formerly Statement of Financial Accounting Standards (“SFAS”) No. 168). Codification will become the sourceof authoritative US GAAP recognized by the FASB to be applied by nongovernmental entities. Once the Codification is in effect, all of its content will carry the same level of authority. The adoption of this Statement does not have a material effect on the Company's financial statements. However, because the Codification completely replaces existing standards, it will affect the way US GAAP is referenced within the unaudited condensed consolidated financial statements and accounting policies. Effective January 1, 2009, the Company adopted ASC Topic 805, “Business Combinations” (formerly SFAS No. 141) which requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrollinginterests in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. This standard also requires the fair value measurement of certain other assets and liabilities related to the acquisition such as contingencies and research and development. The adoption of this Statement does not have a material effect on the Company's financial statements. Effective January 1, 2009, the Company adopted ASC Topic 260, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (formerly SFAS No. 141). ASCTopic 260 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share. The adoption of this Statement does not have a material effect on the Company's financial statements. Effective January 1, 2009, the Company adopted ASC Topic 810, “Noncontrolling Interests in Consolidated Financial Statements” (formerly SFAS No. 160). ASCTopic 810 establishes new standards governing the accounting for and reporting of noncontrolling interests (NCIs) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs (previously referred to as minority interests) be treated as a separate component of equity, not as a liability; that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions,rather than as step acquisitions or dilution gains or losses; and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance. Consolidated net income should include the net income for both the parent and the noncontrolling interests with disclosure of both amounts on the consolidated statement of operations. ASC Topic 810 also requires that a retained noncontrolling interest upon the deconsolidation of a subsidiary be initiallymeasured at its fair value. ASC Topic 810 is to be applied prospectively as of the beginning of the fiscal year in which it is initially adopted, except for the presentation and disclosure requirements which are to be applied retrospectively for all periods presented. As a result, the condensed consolidated balance sheets have been adjusted to reflect the reclassification of noncontrolling interests to equity, the condensed consolidated statements of operations have been adjusted to include the net income attributableto the noncontrolling interests. Other than the change in presentation of noncontrolling interests, the adoption of this Statement does not have a material effect on the Company's financial statements. Effective January 1, 2009, the Company adopted ASC Topic 815, “Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133” (formerly SFAS No. 161). ASC Topic 815 seeks qualitativedisclosures about the objectives and strategies for using derivatives; quantitative data about the fair value of, and gains and losses on, derivative contracts; and details of credit-risk-related contingent features in hedged positions. ASC Topic 815 also seeks enhanced disclosure around derivative instruments in financial statements, accounted for under ASC Topic 815, “Accounting for Derivative Instruments and Hedging Activities” (formerlySFAS No. 133), and how hedges affect an entity’s financial position, financial performance and cash flows. The adoption of this Statement does not have a material effect on the Company's financial statements. Effective April 1, 2009, the Company adopted (i) ASC Topic 320, “Recognition of Presentation of Other-Than-Temporary Impairments” (formerly FASB Staff Positions (“FSP”) FAS No. 115-2 and FAS No. 124-2), (ii) ASCTopic 825, “Interim Disclosures about Fair Value of Financial Instruments” (formerly FSP FAS No. 107-1 and Accounting Principles Board Opinion (“APB”) No. 28-1), and (iii) ASC Topic 820, “Determining the Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying TransactionsThat Are Not Orderly” (formerly FSP FAS No. 157-4).  7      SMARTPAY EXPRESS, INC.NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSPeriod from January 1, 2009 to September 30, 2009  2.       RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS AND STANDARDS Adoption of Recently Issued Accounting Standards (Continued) ASC Topic 320 amends the other-than-temporary impairment guidance in the GAAP for debt securities to modify the requirement for recognizing other-than-temporary impairments, change the existing impairment model, and modify the presentation and frequency of related disclosures. ASC Topic 825 requires disclosures aboutfair value of financial instruments for interim reporting periods as well as in annual financial statements. ASC Topic 820 provides additional guidance for estimating fair value in accordance with ASC Topic 820, “Fair Value Measurements” (formerly SFAS No. 157). The adoption of these Statements does not have a material effect on the Company's financial statements. Effective April 1, 2009, the Company adopted ASC Topic 855, “Subsequent Events” (formerly SFAS No. 165), which establishes standards of accounting for and disclosure of events that occur after the balance sheet date but beforefinancial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, i.e., whether that date represents the date the financial statements were issued or were available to be issued. The adoption of this Statement does not have a material effect on the Company's financial statements. In June 2009, the FASB issued the following new accounting standards: -  SFAS No. 166, “Accounting for Transfers of Financial Assets - an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 amends the de-recognition accounting and disclosure guidance relating to SFAS 140. SFAS 166 eliminates theexemption from consolidation for qualifying special-purpose entity “(QSPE”), it also requires a transferor to evaluate all existing QSPE to determine whether it must be consolidated in accordance with SFAS 167. -  SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”), which amends FASB Interpretation No. 46 (revised December 2003) to address the elimination of the concept of a qualifying special purpose entity. SFAS 167 alsoreplaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Additionally, SFAS 167 provides more timely and useful information about an enterprise’s involvement with a variable interestentity. In August 2009, the FASB issued ASC Topic 820, “Measuring Liabilities at Fair Value”, with respect to the fair value measurement of liabilities. ASC Topic 820 provides clarification that in circumstances in which a quotedprice in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: (1) the quoted price of the identical liability when traded as an asset, (2) the quoted prices for similar liabilities or similar liabilities when traded as assets, and (3) another valuation technique (e.g., a market approach or income approach) including a technique based on the amount an entity would pay to transfer the identicalliability, or a technique based on the amount an entity would receive to enter into an identical liability. SFAS 166 and SFAS 167 will be effective for periods beginning after November 15, 2009 and ASC Topic 820 will be effective for periods beginning after October 1, 2009 with early adoption permitted. The Company has not elected to early adopt these standards and is evaluating the impact that these standards will haveon the consolidated financial statements. 8    SMARTPAY EXPRESS, INC.NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSPeriod from January 1, 2009 to September 30, 2009  3.       TAXATIONEntities that carry on business and derive income in Hong Kong are subject to Hong Kong profits tax at the rate of 16.5%. Entities that carry on business and derive income in the PRC are subject to PRC enterprise income tax at the rate of 25%. No provision for Hong Kong profits tax and PRC enterprise income tax has been made as the subsidiaries in Hong Kong and the PRC either incurred losses for taxation purpose during the three-month and nine-month periods ended September 30, 2009 and 2008 or their estimated assessable profits were wholly absorbed by unrelievedtax losses brought forward from previous periods. 4.       DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALEAs mentioned in note 1 to the financial statements, the Company entered into an agreement with a third party individual on March 28, 2009 to dispose of its entire 51% equity interests in JinCheng at a consideration of approximately US$370,000. The Disposal is expected to be completed within one year. The Company concludedthat the Disposal met the definition of a discontinued operation as defined in ASC Topic 360, Accounting for the Impairment or Disposal of Long-Lived Assets (formerly SFAS No. 144). Accordingly, the results of operations of these businesses have been reclassified for all periods presented. (a)      Discontinued operationsThe results of the discontinued operations for the three-month and nine-month periods ended September 30, 2009 and 2008 are summarized as follows:    Three months ended September 30,    Nine months ended September 30,      2009    2008    2009    2008      US$    US$    US$    US$      (Unaudited)    (Unaudited)    (Unaudited)    (Unaudited)                            Service income    -      30,395      29      39,042                                    Staff costs    -      (22,774)    (21,254)    (54,808)Depreciation of property, plant and equipment    (268)    (169)    (803)    (732)Amortisation of intangible assets    -      (7,458)    (8,006)    (22,374)Other general and administrative expenses    (1,915)    (7,476)    (4,795)    (26,302)Interest income and other income    -      -      25      -  Share of results of an associate    (5,302)    (5,319)    (18,767)    (8,511)                                  Loss before taxation    (7,485)    (12,801)    (53,571)    (73,685)Taxation    -      -      -      -                                    Loss from discontinued operations, net of tax    (7,485)    (12,801)    (53,571)    (73,685) 9    (b)           Assets and liabilities held for saleThe Company has also reclassified the major classes of assets and liabilities of JinCheng as held for sale in the Condensed Consolidated Balance Sheet in accordance with ASC Topic 360 as follows:      As of September 30, 2009      US$      (Unaudited)      Current assets   Prepayments and deposits  7,585 Other debtors    3,657  Amount due from an associate    80,882  Inventories    720  Cash and cash equivalents    156            Total current assets held for sale    93,000            Non-current assets        Property, plant and equipment, net    27,843  Intangible assets, net    248,203  Interest in an associate    260            Total non-current assets held for sale    276,306            Total assets held for sale    369,306            Current liabilities        Accrued charges and other payables    656            Total current liabilities held for sale    656            Total liabilities held for sale    656            Net assets held for sale    368,650  Less: Noncontrolling interests    (180,639)                188,011     10     SMARTPAY EXPRESS, INC.NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSPeriod from January 1, 2009 to September 30, 2009 5.       RELATED PARTY TRANSACTIONSIn addition to the transactions / information disclosed elsewhere in these financial statements, the Company had the following transactions with related parties.(a)Name and relationship of related parties          NameExisting relationships with the Company  Li Xing HaoA director of Wanzhi and a major stockholder of SPYE  Guangdong Chigo Air Conditioning Company Limited ("Chigo") *A company in which Li Xing Hao has control and beneficial interest  Tang Jin ChengA director of JinCheng  Foshan JinCheng Technology Company Limited *Minority shareholder of JinCheng  Foshan Shancheng JiaXun Technology Services Centre *Minority shareholder of JiaXun  Foshan KaiEr Information Technology Company Limited ("KaiEr") *An associate of JinCheng*  The official names are in Chinese and the English names are translation for reference only.(b)Balances with related parties      (i)        Trade receivable from a related party     As of      September 30, 2009    December 31, 2008      US$    US$      (Unaudited)                      Chigo    5,821      24,148    The amount due is unsecured, interest-free and has no fixed repayment term.(ii)        Amounts due from related parties    As of      September 30, 2009    December 31, 2008      US$    US$      (Unaudited)                      Tang Jin Cheng    14,706      14,493  KaiEr    14,706      79,711                          29,412      94,204      11     SMARTPAY EXPRESS, INC.NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSPeriod from January 1, 2009 to September 30, 2009  5.       RELATED PARTY TRANSACTIONS (CONTINUED) (b)Balances with related parties (Continued)  As of September 30, 2009 and December 31, 2008, the amounts due are unsecured, interest-free and have no fixed repayment term except for the amount due from Tang Jin Cheng which is interest-bearing at US$99 per month and repayable on October 31, 2009.      (iii)      Amounts due to related parties    As of      September 30, 2009    December 31, 2008      US$    US$      (Unaudited)                      Chigo    3,706      3,653  Li Xing Hao    15,752      15,524                          19,458      19,177    The amounts due are unsecured, interest-free and have no fixed repayment term.      (iv)      Loans from a related party     As of      September 30, 2009    December 31, 2008      US$    US$      (Unaudited)                      At beginning of period/year    655,274      883,562  Exchange realignment    9,636      51,221  Amortization    16,469      70,188  Loss on early termination    25,974      -  Repayments    -      (349,697)                  At balance sheet date    707,353      655,274    The loans from Li Xing Hao as of December 31, 2008 were unsecured, interest-free and repayable in September 2009 (the “Old Loans”).  The Old Loans were stated at fair value at inception, calculated using a discount rate of 7.56% per annum, and are subsequently stated at amortized cost. On April 30, 2009, the OldLoans were early terminated and rearranged to carry a monthly interest of 1% and repayable on April 30, 2011, resulted in a loss of US$25,974.  In addition, a compensation payment of US$18,118 was made to Li Xing Hao for interests during the period of the Old Loans. 12     (v)        Interest payable to a related party    As of    September 30, 2009  December 31, 2008    US$  US$    (Unaudited)              Li Xing Hao  35,368    -        The amount due is unsecured, interest-free and repayable on demand. (c)Summary of related party transactions      Three months ended September 30,    Nine months ended September 30,      2009    2008    2009    2008      US$    US$    US$    US$      (Unaudited)    (Unaudited)    (Unaudited)    (Unaudited)                            Service income from Chigo    -      35,003      53,762      81,502  Service income from Foshan JinCheng Technology Company Limited    -      31,718      -      40,365  Interest expenses to Li Xing Hao (note 5 (b)(iv))    18,628      -      35,368      -  Compensation payment to Li Xing Hao (note 5 (b)(iv))    -      -      18,118      -  6.       SHORT-TERM BANK LOANThe bank loan as of December 31, 2008 was collateralized by the Company’s bank deposit of US$130,435, interest-bearing at 6.3% per annum and fully repaid in January 2009. During the nine months ended September 30, 2009, a new bank loan was drawn down, which is collateralized by the Company’s bank depositof US$120,939, interest-bearing at 5.84% per annum and repayable in January 2010.7.       SUBSEQUENT EVENTS REVIEWThe Company has evaluated subsequent events up to November 20, 2009 which is the date that these unaudited condensed consolidated financial statements were approved and authorized for issue by the sole director.13    ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This discussion contains forward-looking statements. The reader should understand that several factors govern whether any forward-looking statement contained herein will be or can be achieved. Any one of those factors could cause actual results to differ materially from those projected herein. These forward-lookingstatements include plans and objectives of management for future operations, including plans and objectives relating to the products and the future economic performance of the company. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development projects, all of which are difficult or impossible to predict accurately and many of whichare beyond the control of the company. Although the company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in any of the forward-looking statements contained herein will be realized. Based on actual experience and business development, the company may alter its marketing, capital expenditure plans or other budgets, which may in turnaffect the company's results of operations. In light of the significant uncertainties inherent in the forward-looking statements included therein, the inclusion of any such statement should not be regarded as a representation by the company or any other person that the objectives or plans of the company will be achieved. OVERVIEW We were incorporated in the State of Nevada in June 2004 to engage in any lawful undertaking.  We were a development stage company indirectly owning one apartment building in Chicopee, Massachusetts until we merged with Eastern Concept Development Limited.  Pursuant to a share exchange agreement,dated October 10, 2007, the shareholders of Eastern Concept Development Limited exchanged all of its share capital for 35,351,667 shares of Common Stock of SPYE, or 70.7% of the total then 50,000,000 issued and outstanding shares of common stock of SPYE after giving effect to the share exchange.  Subsequently, on December 18, 2007, we filed and mailed a Definitive Information Statement on Schedule 14C for the adoption of the Company's name of SmartPay Express, Inc. and the increase of our authorizedcapital to 300,000,000 shares of common stock, whereby the authorized capital shares of preferred stock remained the same at 5,000,000 shares. On November 21, 2008, we completed the one-for-fifty reverse stock split. As a result of the reverse stock split, the total number of our outstanding shares was reduced from 64,607,460 to 1,292,166. Through its indirectly wholly-owned subsidiary, Guangdong Wanzhi Electron S&T Co., Ltd. ("Foshan"), SPYE is principally engaged in providing smart card payment systems and related value-added services mainly in the Guangdong Province of the People's Republic of China.  We are an operator of All-in-OneMunicipal Service Cards ("AIOMS Card").  The AIOMS Card has a built-in microchip containing an electronic purse and other applications which can accurately record the holder's transaction details.  Examples of the usages of AIOMS Cards include, but are not limited to, the following:  VIP shopping cards, prepaid phone cards, municipal travel cards, student cards, corporate employee cards and lottery sales cards. We have opened a branch in the city of Foshan, in Guangdong Province,and have signed contracts to open additional branches in other major cities in China. The Company currently has 2 card equipment and software development staff members, 13 marketing personnel, 4 finance personnel, 3 business and customer service personnel.14    RESULTS OF OPERATIONS The following table shows the financial data of the condensed consolidated statements of operations of the Company and its subsidiaries for the three-month and nine-month periods ended September 30, 2009 and 2008.  The data should be read in conjunction with the consolidated financial statements of theCompany and related notes thereto.     Three months ended September 30,  Nine months ended September 30,     2009  2008  2009  2008    NoteUS$  US$  US$  US$ Continuing operations                            Operating revenues             Service income   441,907   77,157   668,691   425,877 Sale of mobile phones   -   -   929,785   -                    Operating expenses                 Subcontracting and other charges   (92,310)  (20,932)  (176,093)  (173,168)Purchase of mobile phones   -   -   (891,180)  - Staff costs   (19,554)  (69,170)  (171,932)  (192,749)Depreciation of property, plant and equipment   (3,530)  (2,954)  (10,550)  (8,665)Amortization of intangible assets   (51,359)  (47,841)  (154,076)  (143,523)Other general and administrative expenses   (89,831)  (175,885)  (531,124)  (474,233)                   Profit (Loss) from operations   185,323   (239,625)  (336,479)  (566,461)                   Non-operating income (expenses)                 Interest income   -   1,314   1,876   2,080 Subsidy income   -   -   -   27,671 Other income   -   533   -   918 Gain on disposal of partial interest in a subsidiary   -   -   -   259,837 Gain on disposal of interest in a subsidiary   -   658   -   658 Amortization of loans from a related party   -   (13,282)  (16,469)  (58,614)Loss on partial settlement of loans from a related party   -   (5,854)  -   (30,571)Interest expenses 5(b)(iv) (23,065)  -   (39,805)  - Compensation payment 5(b)(iv) -   -   (18,118)  - Loss on early termination of loans from a related party 5(b)(iv) -   -   (25,974)  -                    Income (Loss) before income tax   162,258   (256,256)  (434,969)  (364,482)                   Income tax  3 -   -   -   -                    Income (Loss) from continuing operations   162,258   (256,256)  (434,969)  (364,482)                   Discontinued operations                 Loss from discontinued operations  4(a) (7,485)  (12,801)  (53,571)  (73,685)                   Net income (loss) including noncontrolling interests   154,773   (269,057)  (488,540)  (438,167)                   Less: net loss from continuing operations attributable to noncontrolling interests   5,522   17,187   35,424   45,721 Less: net loss from discontinued operations attributable to noncontrolling interests   3,668   6,273   26,250   36,106                    Net income (loss) attributable to SPYE common stockholders   163,963   (245,597)  (426,866)  (356,340)                   Other comprehensive income                 - Foreign currency translation   -   (19,562)  15,669   95,331                    Total comprehensive income (loss)   163,963   (265,159)  (411,197)  (261,009)  15     THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2009 COMPARED TO THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2008. OPERATING REVENUES Since inception in June 2007, the Company has been engaged in the provision of smartcard payment system and related value-added services primarily in Guangdong province, the PRC.  The Company generated a total of approximately $441,907 service income as operating revenues for the three-month period ended September30, 2009, as compared to approximately $77,157 for the three-month period ended September 30, 2008, an increase of 472.74%. Approximately 37% was generated from the Nanhai project and schools smartcard system for the period ended September 30, 2009, as compared to 21% for the period ended September 30, 2008. The increase was due to the change of business model. In the past, the Company collected proceeds from students directly and paid subcontracting and charges to other service providers. Commencingfrom last quarter, the telecom service provider collects service fees from the students and pays the Company for its entitlement. At present, there are approximately 21,000 students in Nanhai city and approximately 14,500 students in other cities (5,000 in Maoming, 4,000 in Shangwei, 3,500 in Qingyuan and 2,000 in Shunde) who are using our services. We anticipate that more operating revenues would be generated as we expand our services to more students in these cities and other cities within Guangdong province. SUBCONTRACTING AND OTHER CHARGES Subcontracting and other charges increased 341.00% to approximately $92,310 for the period ended September 30, 2009, as compared to approximately $20,932 for the period ended September 30, 2008. A significant portion of these charges, approximately 80.01% and 36.24% for the periods ended September 30, 2009 and 2008, respectively, was related to the Nanhai project and schools smartcard system. The increase was a result of the increase in operating revenue from the Nanhai project and schoolssmartcard system. STAFF COSTS The total staff costs for the period ended September 30, 2009 approximated $19,554 as compared to $69,170 for the period ended September 30, 2008, a decrease of 71.73% because the reduction of our headcounts and the termination of customer hotline services that we used to provide for Guangdong Chigo Air ConditioningCompany Limited. Currently, the Company employs 2 card equipment and software development staff members, 13 marketing personnel, 4 finance personnel, 3 business and customer service personnel. DEPRECIATION EXPENSES Depreciation expenses for the period ended September 30, 2009 amounted to $3,530, as compared to $2,954 for the period ended September 30, 2008, an increase of 19.50%.  These expenses were related to the depreciation charged on office equipment and computers. AMORTIZATION OF INTANGIBLE ASSETS Amortization charges of intangible assets for the period ended September 30, 2009 approximated $51,359, as compared to $47,841 for the period ended September 30, 2008, an increase of 7.35%.  These amortization charges were resulted from the operating rights of the Nanhai project and the computer softwarerelating to the Nanhai project. As of September 30, 2009, the carrying value of the operating right of the Nanhai project was approximately $1,068,338 and the carrying value of the intangible asset of the computer software was approximately $276,260.  OTHER GENERAL AND ADMINISTRATIVE EXPENSES Other general and administrative expenses for the period ended September 30, 2009 were $89,831, as compared to $175,885 for the period ended September 30, 2008, a decrease of 48.93%. The decrease in other general and administrative expenses was mainly due to less consulting and professional fees paidfor in connection with our filing obligations as a reporting company after their contracts expired. INTEREST INCOME There would be no interest income for the period ended September 30, 2009, but it had $1,314 for the period ended September 30, 2008. The decrease in interest income was due to less interests received from the bank for two deposits after their expiration dates. AMORTIZATION OF LOANS FROM A RELATED PARTY Amortization of loans from a related party for the period ended September 30, 2009 was $Nil, as compared to $13,282 for the period ended September 30, 2008. The decrease was mainly attributable to the decrease in the carrying amount of the loans as a result of partial settlements made during the year ended December31, 2008 and the rearrangement of loans from a related party on April 30, 2009. INTEREST EXPENSES Following the rearrangement of loans from a related party on April 30, 2009, the loans are interest-bearing at 1% per month, resulted in interest expenses of $23,065 during the period ended September 30, 2009 but no such interest was incurred in the corresponding period of last year. INCOME TAXES The Company is subject to PRC Enterprise Income Taxes ("EIT") on an entity basis on income arising in and derived from the PRC. The applicable EIT rate is 25% in year 2009 and 2008.  Since the estimated assessable profits of the Company's PRC established subsidiaries were wholly absorbed by unrelieved tax losses brought forward from previous periods for the period ended September 30, 2009, no provision for EIT has been made. NET INCOME The Company incurred a net income of $163,963 for the period ended September 30, 2009, as compared to a net loss of $245,597 for the same period in 2008, an increase of 166.76%. The increase in net income was primarily due to increase in service income and decrease in other general and administrative expensesand staff costs.   DISCONTINUED OPERATIONS OF THE JINCHENG PROJECT The proposed disposal of JinCheng and the relevant discontinued operations and assets and liabilities held for sales which are separately disclosed in the notes to our financial statements.  16    NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2009 COMPARED TO NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2008. OPERATING REVENUE The Company generated a total of approximately $668,691 service income as operating revenue for the nine-month period ended September 30, 2009, as compared to approximately $425,877 for the nine-month period ended September 30, 2008, an increase of 57.02%. Approximately 49% was generated from the Nanhai project andschools smartcard system for the nine-month period ended September 30, 2009, as compared to 64% for the same period ended September 30, 2008. The increase was due to the change of business model. In the past, the Company collected proceeds from students directly and paid subcontracting and other charges to service providers.  Commencing from last quarter, the telecom service provider collects service fees from the students and pays the Company for its entitlement. At present,there are approximately 21,000 students in Nanhai city and approximately 14,500 students in other cities (5,000 in Maoming, 4,000 in Shangwei, 3,500 in Qingyuan and 2,000 in Shunde) who are using our services. We anticipate that more operating revenues would be generated as we expand our services to students in these cities and other cities within Guangdong province. The Company is principally engaged in the provision of smartcard system and other value-added services in Guangdong province, the PRC. During the nine-month period ended September 30, 2009, the Company carried out a transaction for sale and purchase of mobile phones with costs and revenue of US$891,180 and US$929,785respectively. This transaction was introduced by a business partner for provision of smart card services to schools, which is a telecom service provider in the PRC. Although such kind of transactions may continue to occur in the future as a result of the business relationship with the business partner, the Company considers that those transactions are auxiliary to its core business and they would not become the Company’s principal activities. SUBCONTRACTING AND OTHER CHARGES Subcontracting and other charges increased 1.69% to approximately $176,093 for the nine-month period ended September 30, 2009, as compared to approximately $173,168 for the nine-month period ended September 30, 2008. A significant portion of these charges, approximately 94.59% and 83.59% for the period ended September 30, 2009 and 2008, respectively, was related to the Nanhai project and schools smartcard system. The increase was a result of the increase in operating revenue from the Nanhai project and schoolssmartcard system. STAFF COSTS The total staff costs for the nine-month period ended September 30, 2009 approximated $171,932 as compared to $192,749 for the nine-month period ended September 30, 2008, a decrease of 10.80%. Currently, the Company employs 2 card equipment and software development staff members, 13 marketing personnel, 4 financepersonnel, 3 business and customer service personnel. DEPRECIATION EXPENSES Depreciation expenses for the nine-month period ended September 30, 2009 amounted to $10,550, as compared to $8,665 for the nine-month period ended September 30, 2008, an increase of 21.75%.  These expenses were related to the depreciation charged on office equipment and computers. AMORTIZATION OF INTANGIBLE ASSETS Amortization charges of intangible assets for the nine-month period ended September 30, 2009 approximated $154,076, as compared to $143,523 for the nine-month period ended September 30, 2008, an increase of 7.35%.  These amortization charges were resulted from the operating rights of the Nanhai projectand the software relating to the Nanhai project. As of September 30, 2009, the carrying value of the operating right of the Nanhai project was approximately $1,068,338 and the carrying value of the intangible asset of the computer software was approximately $276,260. OTHER GENERAL AND ADMINISTRATIVE EXPENSES Other general and administrative expenses for the nine-month period ended September 30, 2009 were $531,124, as compared to $474,233 for the nine-month period ended September 30, 2008, an increase of 12.00%. The significant increase in other general and administrative expenses was mainly due to the platformexpansion fee incurred for services in other cities within Guangdong province for the new schools smartcard system. 17    INTEREST INCOME Interest income for the nine-month period ended September 30, 2009 was $1,876, as compared to $2,080 for the nine-month period ended September 30, 2008, a decrease of 9.81%. This income was the interest earned on cash in bank deposits. The decrease in interest income was because less interests received fromthe bank as a result of decreased bank balances. AMORTIZATION OF LOANS FROM A RELATED PARTY Amortization of loans from a related party for the nine-month period ended September 30, 2009 was $16,469, as compared to $58,614 for the nine-month period ended September 30, 2008, a decrease of 71.90%. The decrease was mainly attributable to the decrease in the carrying amount of the loans as a result of partialsettlements made during the year ended December 31, 2008 and the rearrangement of loans from a related party on April 30, 2009. INTEREST EXPENSES Following the rearrange of loans from a related party on April 30, 2009, the loans are interest-bearing at 1% per month, resulted in interest expenses of $23,065 during the period ended September 30, 2009 but no such interest was incurred in the corresponding period of last year. INCOME TAXES The Company is subject to PRC Enterprise Income Taxes ("EIT") on an entity basis on income arising in and derived from the PRC. The applicable EIT rate is 25% in year 2009 and 2008.  Since the Company's PRC established subsidiaries incurred a loss for the period ended September 30, 2009, no provision for EIT has been made. NET LOSS The Company incurred a net loss of $426,866 for the nine-month period ended September 30, 2009, as compared to a net loss of $356,340 for the same nine-month period in 2008, an increase of 19.79%. The increase in net loss was primarily due to increase in consulting and professional fees that were incurredin connection with our filing obligations as a reporting company, which have negatively impacted our ability to attain profitable operations.   LIQUIDITY AND CAPITAL RESOURCES As of September 30, 2009, cash and cash equivalents totaled $54,032.  This cash position was the result of a combination of net cash used in financing activities in the amount of $37,346, net cash used in operating activities in the amount of $135,957, and net cash used in investing activities of $21,926. Thecash used in financing activities was primarily due to the repayment to a related party and payment for compensation. The net cash used in operating activities was mainly due to the loss incurred during the period. The net cash used in investing activities was mainly represented by the cash used in the purchase of intangible assets. DISCONTINUED OPERATIONS OF THE JINCHENG PROJECT The proposed disposal of JinCheng and the relevant discontinued operations and assets and liabilities held for sales which are separately disclosed in the notes to our financial statements.    18    CRITICAL ACCOUNTING POLICIESIn response to the SEC's Release No. 33-8040, "Cautionary Advice Regarding Disclosure About Critical Accounting Policy," the Company identified the most critical accounting principals upon which its financial status depends. The Company determined that those critical accounting principles are related to the use of estimates,revenue recognition, income tax and impairment of intangibles and other long-lived assets. The Company presents these accounting policies in the relevant sections in this management's discussion and analysis, including the Recently Issued Accounting Pronouncements discussed below. In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertainto future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavourable change to current conditions, it could result in a material adverse impact to our consolidated results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented beloware those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our businesses operate in environments where we pay a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex. Valuation of Long-Lived AssetsWe review our long-lived assets for impairment, including property, plant and equipment, and identifiable intangibles with definite lives, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of our long-lived assets, weevaluate the probability that future undiscounted net cash flows will be greater than the carrying amount of our assets. Impairment is measured based on the difference between the carrying amount of our assets and their estimated fair value.Allowance for Doubtful AccountsWe perform ongoing credit evaluations of our customers and adjust credit limits based upon customer payment history and current creditworthiness. We continuously monitor collections and payments from our customers and maintain a provision for estimated credit losses based upon our historical experience and any specificcustomer collection issues that have been identified. While such credit losses have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience credit loss rates similar to those we have experienced in the past. Measurement of such losses requires consideration of historical loss experience, including the need to adjust for current conditions, and judgments about the probable effects of relevant observable data, including present economicconditions such as delinquency rates and financial health of specific customers. Off-Balance Sheet ArrangementsThe Company has not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. The Company has not entered into any derivative contracts that are indexed to the Company's shares and classified as shareholder's equity or that are not reflected in the Company'sfinancial statements. Furthermore, the Company does not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. The Company does not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to the Company or engages in leasing, hedging or research and development services with the Company.InflationThe Company believes that inflation has not had a material effect on its operations to date.Income TaxesProvision for income and other taxes has been made in accordance with the tax rates and laws in effect in the PRC. Income tax is computed on the basis of pre-tax income. Deferred taxes are provided using the liability method for all significant temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss carry forwards.The tax consequences of those differences are classified as current or non-current based on the classification of the related assets or liabilities in the financial statements. Revenue RecognitionThe Company generally recognizes service revenues when persuasive evidence of an arrangement exists, services are rendered, the fee is fixed or determinable, and collectibility is probable. Service revenues are recognized net of discounts.  19    ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKIn the normal course of business, operations of the Company are exposed to fluctuations in interest rates. These fluctuations can vary the costs of financing and investing yields. In view of the financing arrangements during the first nine months of 2009, the Company is not currently subject to significantmarket risk.ITEM 4(A) - CONTROLS AND PROCEDURESThe Chief Executive Officer and Chief Financial Officer (the principal executive officer and principal financial officer, respectively) of the Company have concluded, based on their evaluation as of September 30, 2009, that the design and operation of the Company's "disclosure controls and procedures" (as definedin Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")) are effective to ensure that information required to be disclosed in the reports filed or submitted by the Company under the Exchange Act is accumulated, recorded, processed, summarized and reported to the management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding whether or not disclosure is required. During the quarter ended September 30, 2009, there were no changes in the internal controls of the Company over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the internal controls of the Company over financial reporting.ITEM 4(A)T – INTERNAL CONTROL OVER FINANCIAL REPORTING(a)       The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of theCompany's internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has concluded that the Company's internal control over financial reporting was effective as of September 30, 2009. (b)       This quarterly report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuantto temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report. (c)        There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer that occurred during the period covered by this report that has materially affected, or is reasonably likely to materiallyaffect, the Company's internal control over financial reporting.   20      PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS None. ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3 - DEFAULTS UPON SENIOR SECURITIES None. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5 - OTHER INFORMATION Effective September 1, 2009, Mr. Zheng Wang resigned as the interim Chief Financial Officer of the Company. Mr. Wang resigned as an officer of the Company for personal reasons, and not because of any disagreement with the Company concerning its operations, policies or procedures. Effective September 4, 2009, Mr. Chunlin Zhang was appointed as Vice President and Chief Financial Officer of the Company. Mr. Chunlin Zhang, age 38, had been the assistant to the general manager of Foshan Zhong Ge Wei Electrical Co. Ltd from May 2004 to August 2009. He was the officer manager in Nanhai Chigo Electrical Research Center from July 1998 to April 2003. Mr. Zhang graduated from Wuhan University with an associate degree in FinancialAccounting. ITEM 6 - EXHIBITS31.1Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934    31.2Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934      32.1Certification of the Company's Chief Executive Officer Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    32.2 Certification of the Company's Chief Financial Officer Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   21     SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.      November 20, 2009Smartpay Express, Inc.  By:/s/ Ping Tang  Ping Tang  Chairman and Chief Executive Officer        November 20, 2009Smartpay Express, Inc.  By:/s/ Chunlin Zhang  Chunlin Zhang  Vice President and Chief Financial Officer   22