**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 AUGUST 31, 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)*




**2888
      Spring Lakes Drive**


**Davidsonville,
      MD 21035**


*(Address
      of principal executive offices, including zip code.)*




**(561)
      245-5155**


*(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 October 15,
      2008









**PART
      I - FINANCIAL INFORMATION**






**ITEM
      1.      FINANCIAL STATEMENTS**




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















**SINO
                CHARTER INC.****(A
                DEVELOPMENT STAGE ENTERPRISE)****BALANCE
                SHEETS**August
                31,
            
            November
                30,2008
            
            2007(unaudited)**ASSETS**CURRENT
                ASSETSCash
            
            $
            -
            
            $
            29,405Deposits
            
            
            18,000TOTAL
                CURRENT ASSETS
            
            
            18,000
            
            
            29,405**TOTAL
                ASSETS**
            
            $
            18,000
            
            $
            29,405**LIABILITIES
                AND STOCKHOLDER'S DEFICIT**CURRENT
                LIABILITIESAccrued
                interest
            
            $
            -
            
            $
            475Accounts
                payable and accrued expenses
            
            
            1,000
            
            
            8,036Advances
                from shareholder
            
            
            18,000
            
            
            -TOTAL
                CURRENT LIABILITIES
            
            
            19,000
            
            
            8,511**COMMITMENTS
                AND CONTINGENCIES**
            
            
            -
            
            
            -**STOCKHOLDERS’
                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
            
            
            110Additional
                paid-in capital
            
            
            116,407
            
            
            97,740Deficit
                accumulated during the development stage
            
            
            (117,517
            )
            
            (76,956
            )TOTAL
                STOCKHOLDERS’ EQUITY
            
            
            (1,000
            )
            
            20,894**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            $
            18,000
            
            $
            29,405











SINO
                CHARTER INC
              (A
                DEVELOPMENT STAGE ENTERPRISE)
              STATEMENTS
                OF OPERATIONS


Three
                Months Ended
            
            Nine
                Months Ended
            
            From October 30, 2006(Inception)
              throughAugust
                31,
              2008
            
            August
                31,
              2007
            
            August
                31,
              2008
            
            August
                31,
              2007
            
            August
                  31,
                2008(unaudited)
            
            (unaudited)
            
            (unaudited)
            
            (unaudited)
            
            (unaudited)REVENUES
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -EXPENSESLegal
                and accounting
            
            
            3,724
            
            
            7,231
            
            
            32,111
            
            
            26,364
            
            
            76,210Travel
            
            
            -
            
            
            -
            
            
            4,506
            
            
            -
            
            
            16,177License
                expense
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            425Management
                contracts
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            18,500Bank
                fees
            
            
            -
            
            
            18
            
            
            54
            
            
            58
            
            
            196Filing
                fees
            
            
            836
            
            
            -
            
            
            836
            
            
            -
            
            
            836Office
                expense
            
            
            922
            
            
            150
            
            
            3,054
            
            
            450
            
            
            4,260Total
                expenses
            
            
            5,482
            
            
            7,399
            
            
            40,561
            
            
            26,872
            
            
            116,604LOSS
                FROM OPERATIONS
            
            
            (5,482
            )
            
            (7,399
            )
            
            (40,561
            )
            
            (26,872
            )
            
            (116,604
            )OTHER
                EXPENSEInterest
                expense
            
            
            -
            
            
            (184
            )
            
            -
            
            
            (408
            )
            
            (913
            )Total
                other expense
            
            
            -
            
            
            (184
            )
            
            -
            
            
            (408
            )
            
            (913
            )LOSS
                BEFORE TAXES
            
            
            (5,482
            )
            
            (7,583
            )
            
            (40,561
            )
            
            (27,280
            )
            
            (117,517
            )INCOME
                TAX EXPENSE
            
            
            -
            
            
            -
            
            
            -
            
            
            -NET
                LOSS
            
            $
            (5,482
            )
            $
            (7,583
            )
            $
            (40,561
            )
            $
            (27,280
            )
            $
            (117,517
            )BASIC
                AND DILUTED NET LOSS PER SHARE
            
            $
            0.00
            
            $
            0.00
            
            $
            0.00
            
            $
            0.00WEIGHTED
                AVERAGE NUMBER OF
              COMMON
                SHARES OUTSTANDING,
              BASIC
                AND DILUTED
            
            
            10,977,500
            
            
            10,000,000
            
            
            10,977,500
            
            
            10,000,000










**SINO
                CHARTER INC**
              **(A
                DEVELOPMENT STAGE ENTERPRISE)**
              **STATEMENT
                OF CASH FLOWS**


From
                October 30,For
                the nine months ended
            
            2006
                (Inception)August
                31,
            
            August
                31,
            
            to
                August 31,2008
            
            2007
            
            2008(unaudited)
            
            (unaudited)
            
            (unaudited)**CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                loss
            
            $
            (40,561
            )
            $
            (27,280
            )
            $
            (117,517
            )Adjustments
                to reconcile net loss to net cashused
                by operations:(Increase)
                decrease in deposits
            
            
            (18,000
            )
            
            
            
            
            (18,000
            )Increase(decrease)
                in accrued interest, related party
            
            
            (475
            )
            
            410
            
            
            -Increase
                (decrease) in accounts payable and accrued expenses
            
            
            (7,036
            )
            
            8,312
            
            
            1,000Net
                cash used by operating activities
            
            
            (66,072
            )
            
            (18,558
            )
            
            (134,517
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES**
            
            
            -
            
            
            -
            
            
            -**CASH
                FLOWS FROM FINANCING ACTIVITIES**Advances
                from shareholder
            
            
            18,000
            
            
            18,000
            
            
            18,000Capital
                contribution by former director
            
            
            18,667
            
            
            
            
            
            18,667Proceeds
                from sale of stock
            
            
            
            
            
            
            
            
            97,850Net
                cash provided by financing activities
            
            
            36,667
            
            
            18,000
            
            
            134,517NET
                INCREASE FOR PERIOD
            
            
            (29,405
            )
            
            (558
            )
            
            -CASH
                - Beginning of period
            
            
            29,405
            
            
            975
            
            
            -CASH
                - End of period
            
            $
            -
            
            $
            417
            
            $
            -SUPPLEMENTAL
                CASH FLOW DISCLOSURES:Interest
                paid
            
            $
            -
            
            $
            -
            
            $
            -Income
                taxes paid
            
            $
            -
            
            $
            -
            
            $
            -









**SINO
      CHARTER, INC.**


**(A
      DEVELOPMENT STAGE ENTERPRISE)**


**NOTES
      TO UNAUDITED FINANCIAL STATEMENTS**


**AUGUST
      31, 2008**





**NOTE
      1 - Summary of Significant Accounting Policies**




***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 Company originally planned to provide
      internet-based aircraft charter booking for East Asia. Because the Company
      has not generated expected revenue, the Company decided to pursue other business
      opportunities.




The
      Company is defined by the SEC as a shell company.  A shell company, (other
      than an asset-backed issuer), is a company with no or nominal operations and
      either no or nominal assets, or assets consisting solely of cash and cash
      equivalents, or assets consisting of any amount of cash and cash equivalents
      and
      nominal other assets.




On
      August
      1, 2008, the Company’s former President and sole director entered into a stock
      purchase agreement with MMH Group, LLC (an entity owned by our current President
      Matthew Hayden). Pursuant to the terms and conditions of the Stock Purchase
      Agreement, MMH acquired 10,000,000 shares of our common stock, or approximately
      91.1% of our issued and outstanding shares of common stock resulting in a change
      of control.  The transaction contemplated by the Stock Purchase Agreement
      closed on August 4, 2008. Simultaneously with the closing of this transaction,
      MMH sold 2,400,000 of the shares to Ancora Greater China Fund, L.P., and sold
      5,600,000 of the shares to Pope Investments II, LLC. As a result of the
      foregoing MMH owns 2,000,000 shares of our common stock, representing 18.2%
      of
      our outstanding common stock.




*Unaudited
      Interim Financial Statements*




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-Q 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 and nine month
      period ended August 31, 2008 are not necessarily indicative of the results
      that
      may be expected for the year ending November 30, 2008.




*Cash
      and Cash Equivalents*




For
      purposes of reporting within the statement of cash flows, the Company considers
      all cash on hand, cash accounts not subject to withdrawal restrictions or
      penalties, and all highly liquid debt instruments purchased with a maturity
      of
      three months or less to be cash and cash equivalents.




*Loss
      per Common Share*




Basic
      loss per share is computed by dividing the net loss attributable to the common
      stockholders by the weighted average number of shares of common stock
      outstanding during the period. Fully diluted loss per share is computed similar
      to basic loss per share except that the denominator is increased to include
      the
      number of additional common shares that would have been outstanding if the
      potential common shares had been issued and if the additional common shares
      were
      dilutive. There were no dilutive financial instruments issued or outstanding
      for
      the period ended August 31, 2008.









*Income
      Taxes*





The
      Company accounts for income taxes pursuant to SFAS No. 109, *Accounting
      for Income Taxes* (“SFAS
      109”). Under SFAS 109, deferred tax assets and liabilities are determined based
      on temporary differences between the bases of certain assets and liabilities
      for
      income tax and financial reporting purposes. The deferred tax assets and
      liabilities are classified according to the financial statement classification
      of the assets and liabilities generating the differences.





The
      Company maintains a valuation allowance with respect to deferred tax assets.
      The
      Company establishes a valuation allowance based upon the potential likelihood
      of
      realizing the deferred tax asset and taking into consideration the Company’s
      financial position and results of operations for the current period. Future
      realization of the deferred tax benefit depends on the existence of sufficient
      taxable income within the carry forward period under the Federal tax
      laws.





Changes
      in circumstances, such as the Company generating taxable income, could cause
      a
      change in judgment about the realizability of the related deferred tax asset.
      Any change in the valuation allowance will be included in income in the year
      of
      the change in estimate.





*Fair
      Value of Financial Instruments*





The
      Company estimates the fair value of financial instruments using the available
      market information and valuation methods. Considerable judgment is required
      in
      estimating fair value. Accordingly, the estimates of fair value may not be
      indicative of the amounts the Company could realize in a current market
      exchange. As of August 31, 2008, the carrying value of accrued liabilities,
      and
      loans from directors and stockholders approximated fair value due to the
      short-term nature and maturity of these instruments.





*Use
      of Estimates and Assumptions*





The
      financial statements are prepared on the basis of accounting principles
      generally accepted in the United States. The preparation of financial statements
      in conformity with generally accepted accounting principles requires management
      to make estimates and assumptions that affect the reported amounts of assets
      and
      liabilities as of August 31, 2008, and expenses for the period ended August
      31,
      2008, and cumulative from inception. Actual results could differ from those
      estimates made by management.




NOTE
      2
      - GOING CONCERN




As
      shown
      in the accompanying financial statements, the Company had negative working
      capital of $1,000 and an accumulated deficit of $117,517 incurred through August
      31, 2008.  These factors raise substantial doubt regarding the Company's
      ability to continue as a going concern. 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.







NOTE
      3
      - RELATED PARTIES TRANSACTIONS




As
      of
      August 31, 2008, advances from shareholder amounted to $18,000and represented
      working capital advances. The advances are unsecured, non-interest bearing,
      and
      due on demand.




NOTE
      4
      - CHANGE IN CONTROL





On
      August
      1, 2008, the Company’s former President and sole director entered into a stock
      purchase agreement with MMH Group, LLC (an entity owned by our current President
      Matthew Hayden). Pursuant to the terms and conditions of the Stock Purchase
      Agreement, MMH acquired 10,000,000 shares of our common stock, or approximately
      91.1% of our issued and outstanding shares of common stock resulting in a change
      of control.  The transaction contemplated by the Stock Purchase Agreement
      closed on August 4, 2008. Simultaneously with the closing of this transaction,
      MMH sold 2,400,000 of the shares to Ancora Greater China Fund, L.P., and sold
      5,600,000 of the shares to Pope Investments II, LLC. As a result of the
      foregoing MMH owns 2,000,000 shares of our common stock, representing 18.2%
      of
      our outstanding common stock.




NOTE
      5
      - INCOME TAXES





Deferred
      taxes are provided on a liability method whereby deferred tax assets are
      recognized for deductible temporary differences and deferred tax liabilities
      are
      recognized for taxable temporary differences. Temporary differences are the
      differences between the reported amounts of assets and liabilites and their
      tax
      bases. Deferred tax assets are reduced by a valuation allowance when, in the
      opinion of management, it is more likely than not that some portion or all
      of
      the deferred tax assets will not be realized. Deferred tax assets and liabilites
      are adjusted for the effects of changes in tax laws and rates on the date of
      enactment.




Significant
      components of the Company’s deferred income tax assets are as
      follows:





August
                31,2008Net
                operating loss carry forward
            
            $
            41,131Valuation
                allowance
            
            
            (41,131
            )Net
                deferred tax assets
            
            $
            -







Based
      on management’s present assessment, the Company has not yet determined it to be
      more likely than not that the deferred tax asset of $41,130 at August 31, 2008
      attributable to the future utilization of the net operating loss carry forward
      of $117,517 will be realized. Accordingly, the Company has provided a 100%
      allowance against the deferred tax asset in the financial statements. The
      Company will continue to review this valuation allowance and make adjustments
      as
      appropriate.





Current
      United States income tax laws limit the amount of loss available to offset
      against future taxable income when a substantial change in ownership occurs.
      Therefore, the amount available to offset future taxable income may be
      limited.





NOTE
      6
      - RECENT ACCOUNTING PRONOUNCEMENTS





The
      Company does not expect that adoption of recently issued accounting
      pronouncements will have a material impact on its financial position, results
      of
      operations or cash flows.










**ITEM
      2.      MANAGEMENT'S DISCUSSION AND
      ANALYSIS**




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 corporation and have not generated or realized any revenues from our
      business operations.




Our
      auditors have issued a going concern opinion. This means that there is
      substantial doubt that we can continue as going concern 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.




**Change
      in Control**





On
      August
      1, 2008, the Company’s former President and sole director entered into a stock
      purchase agreement with MMH Group, LLC (an entity owned by our current President
      Matthew Hayden). Pursuant to the terms and conditions of the Stock Purchase
      Agreement, MMH acquired 10,000,000 shares of our common stock, or approximately
      91.1% of our issued and outstanding shares of common stock resulting in a change
      of control.  The transaction contemplated by the Stock Purchase Agreement
      closed on August 4, 2008. Simultaneously with the closing of this transaction,
      MMH sold 2,400,000 of the shares to Ancora Greater China Fund, L.P., and sold
      5,600,000 of the shares to Pope Investments II, LLC. As a result of the
      foregoing MMH owns 2,000,000 shares of our common stock, representing 18.2%
      of
      our outstanding common stock.





There
      were no material relationships between us or our affiliates and any of the
      parties to the Stock Purchase Agreement, other than in respect of the Stock
      Purchase Agreement.




**Plan
      of Operation**




We
      completed our public offering in October, 2007 and sold 977,500 shares of common
      stock and raised $97,750. Since then, we have exhausted just about all of our
      capital. We intend to seek a merger or acquisition candidate for a reverse
      acquisition.




In
      the
      next twelve months, we may need to raise capital to fund our working capital
      needs.




**Merger
      or Acquisition of a Candidate**




We
      are
      seeking an acquisition of a business opportunity, which may be made by purchase,
      merger, exchange of stock, or otherwise, and may encompass assets or a business
      entity, such as a corporation, joint venture, or partnership. We have very
      limited capital, and it is unlikely that we will be able to take advantage
      of
      more than one such business opportunity. As of the date of this report, we
      have
      not entered into any discussions for such activity.




We
      intend
      to seek opportunities demonstrating the potential of long-term growth as opposed
      to short-term earnings. At the present time we have not identified any business
      opportunity that we plan to pursue, nor have we reached any agreement or
      definitive understanding with any person concerning an
      acquisition.




We
      anticipate that we will contact investment bankers, consultants and other
      persons with whom our sole officer and director is acquainted and who are
      involved in corporate finance matters to advise them of our existence and to
      determine if any companies or businesses they represent have an interest in
      considering a merger or acquisition with us. No assurance can be given that
      we
      will enter into any arrangement, or that any firm would be retained, or we
      will
      be successful in finding or acquiring a desirable business opportunity, given
      the limited funds that are expected to be available for acquisitions, or that
      any acquisition that occurs will be on terms that are favorable to us or our
      stockholders.







Our
      search will be directed toward small and medium-sized enterprises which have
      a
      desire to become public corporations and which are able to satisfy, or
      anticipate in the reasonably near future being able to satisfy, the minimum
      requirements in order to qualify shares for trading on a stock exchange. We
      anticipate that the business opportunities presented to us will




·
            be
                recently organized with no operating history, or a history of losses
                attributable to under- capitalization or other
                factors;




·
            be
                in need of funds to develop a new product or service or to expand
                into a
                new market;




·
            be
                relying upon an untested product or marketing any business, to the
                extent
                of limited resources. This includes industries such as service, finance,
                natural resources, manufacturing, high technology, product development,
                medical, communications and others.




Our
      discretion in the selection of business opportunities is unrestricted, subject
      to the availability of such opportunities, economic conditions, and other
      factors.




In
      connection with such a merger or acquisition, it is highly likely that an amount
      of stock constituting control of our company would be issued by us or purchased
      from the current principal shareholders of our company by the acquiring entity
      or its affiliates.




If
      stock
      is purchased from the current shareholders, the transaction could result in
      gains to them relative to their purchase price for such stock. The sale of
      a
      controlling interest by certain principal shareholders of our company could
      occur at a time when our other shareholders remain subject to restrictions
      on
      the transfer of our shares.




Depending
      upon the nature of the transaction, our sole officer and director may resign
      his
      management positions in connection with our acquisition of a business
      opportunity.




In
      the
      event of such a resignation, our sole officer and director would not have any
      control over the conduct of our business following our combination with a
      business opportunity. We anticipate that business opportunities will come to
      our
      attention from various sources, including our sole officer and director, our
      other stockholders, professional advisors such as attorneys and accountants,
      securities broker/dealers, venture capitalists, members of the financial
      community, and others who may present unsolicited proposals.




We
      have
      no plans, understandings, agreements, or commitments with any individual for
      such person to act as a finder of opportunities. We do not foresee that we
      would
      enter into a merger or acquisition transaction with any business with which
      our
      sole officer or director is currently affiliated.




***Investigation
      and Selection of Business Opportunities***




To
      a
      large extent, a decision to participate in a specific business opportunity
      may
      be made upon:




·
            management's
                analysis of the quality of the other company's management and
                personnel,




·
            the
                anticipated acceptability of new products or marketing
                concepts,




·
            the
                merit of technological changes, the perceived benefit we will derive
                from
                becoming a publicly held entity, and numerous other factors which
                are
                difficult, if not impossible, to analyze through the application
                of any
                objective criteria.




In
      many
      instances, it is anticipated that the historical operations of a specific
      business opportunity may not necessarily be indicative of the potential for
      the
      future because of the possible need to shift marketing approaches substantially,
      expand significantly, change product emphasis, change or substantially augment
      management, or make other changes. We will be dependent upon the owners of
      a
      business opportunity to identify any such problems which may exist and to
      implement, or be primarily responsible for the implementation of, required
      changes.







Because
      we may participate in a business opportunity with a newly organized firm or
      with
      a firm which is entering a new phase of growth, it should be emphasized that
      we
      will incur further risks, because management in many instances will not have
      proved its abilities or effectiveness, the eventual market for such company's
      products or services will likely not be established, and such company may not
      be
      profitable when acquired.




We
      anticipate that we will not be able to diversify, but will essentially be
      limited to one such venture because of our limited financing. This lack of
      diversification will not permit us to offset potential losses from one business
      opportunity against profits from another, and should be considered an adverse
      factor affecting any decision to purchase our securities.




Holders
      of our securities should not anticipate that we necessarily will furnish such
      holders, prior to any merger or acquisition, with financial statements, or
      any
      other documentation, concerning a target company or its business. In some
      instances, however, the proposed participation in a business opportunity may
      be
      submitted to the stockholders for their consideration, either voluntarily by
      our
      sole officer and director to seek the stockholders' advice and consent or
      because state law so requires. The analysis of business opportunities will
      be
      undertaken by or under the supervision of our sole officer and director, who
      is
      not a professional business analyst.




Although
      there are no current plans to do so, our management might hire an outside
      consultant to assist in the investigation and selection of business
      opportunities, and might pay a finder's fee. Since our management has no current
      plans to use any outside consultants or advisors to assist in the investigation
      and selection of business opportunities, no policies have been adopted regarding
      use of such consultants or advisors, the criteria to be used in selecting such
      consultants or advisors, the services to be provided, the term of service,
      or
      regarding the total amount of fees that may be paid.




However,
      because of our limited resources, it is likely that any such fee we agree to
      pay
      would be made in stock . The investment criteria considered, among other things,
      would include the following factors:




·
            Potential
                for growth and profitability, indicated by new technology, anticipated
                market expansion, or new products;




·
            Our
                perception of how any particular business opportunity will be received
                by
                the investment community and by our
                stockholders;




·
            Whether,
                following the business combination, the financial condition of the
                business opportunity would be, or would have a significant prospect
                in the
                foreseeable future of becoming sufficient to enable our securities
                to
                qualify for listing on an exchange or on a national automated securities
                quotation system, such as NASDAQ, so as to permit the trading of
                such
                securities to be exempt from the requirements of a Rule 15g-9 adopted
                by
                the Securities and Exchange
                Commission.




·
            Capital
                requirements and anticipated availability of required funds, to be
                provided by us or from our operations, through the sale of additional
                securities, through joint ventures or similar arrangements, or from
                other
                sources;




·
            The
                extent to which the business opportunity can be
                advanced;




·
            Competitive
                position as compared to other companies of similar size and experience
                within the industry segment as well as within the industry as a
                whole;




·
            Strength
                and diversity of existing management, or management prospects that
                are
                scheduled for recruitment;




·
            The
                cost of our participation as compared to the perceived tangible and
                intangible values and potential;
                and




·
            The
                accessibility of required management expertise, personnel, raw materials,
                services, professional assistance, and other required items. In regard
                to
                the possibility that our shares would qualify for listing on NASDAQ
                and
                meet all current and/or future standards applicable.




Many,
      and
      perhaps most, of the business opportunities that might be potential candidates
      for a combination with us would not satisfy the NASDAQ listing criteria. No
      one
      of the factors described above will be controlling in the selection of a
      business opportunity, and management will attempt to analyze all factors
      appropriate to each opportunity and make a determination based upon reasonable
      investigative measures and available data.







Potentially
      available business opportunities may occur in many different industries and
      at
      various stages of development, all of which will make the task of comparative
      investigation and analysis of such business opportunities extremely difficult
      and complex.




Potential
      investors must recognize that, because of our limited capital available for
      investigation and management's limited experience in business analysis, we
      may
      not discover or adequately evaluate adverse facts about the opportunity to
      be
      acquired. We are unable to predict when it may participate in a business
      opportunity. We expect, however, that the analysis of specific proposals and
      the
      selection of a business opportunity may take several months or
      more.




Prior
      to
      making a decision to participate in a business opportunity, we will generally
      request that we be provided with written materials regarding the business
      opportunity containing such items as




·
            a
                description of products




·
            services
                and company history




·
            management
                resumes




·
            financial
                information




·
            available
                projections, with related assumptions upon which they are
                based




·
            an
                explanation of proprietary products and
                services;




·
            evidence
                of existing patents, trademarks, or services marks, or rights
                thereto




·
            present
                and proposed forms of compensation to
                management




·
            a
                description of transactions between such company and its affiliates
                during
                relevant periods




·
            a
                description of present and required
                facilities




·
            an
                analysis of risks and competitive
                conditions




·
            a
                financial plan of operation and estimated capital
                requirements




·
            audited
                financial statements, or if they are not available, unaudited financial
                statements, together with reasonable assurances that audited financial
                statements would be able to be produced within a reasonable period
                of time
                not to exceed 60 days following completion of a merger
                transaction;




·
            and
                other information deemed relevant.




As
      part
      of our investigation, our sole officer and director




·
            may
                meet personally with management and key
                personnel,




·
            may
                visit and inspect material
                facilities,




·
            may
                obtain independent analysis or verification of certain information
                provided,




·
            check
                references of management and key personnel,
                and




·
            take
                other reasonable investigative measures, to the extent of our limited
                financial resources and management
                expertise.




***Regulation
      of Penny Stocks***




Our
      management believes that various types of potential merger or acquisition
      candidates might find a business combination with us to be attractive. These
      include




·
            acquisition
                candidates desiring to create a public market for their shares in
                order to
                enhance liquidity for current
                shareholders,




·
            acquisition
                candidates which have long-term plans for raising capital through
                the
                public sale of securities and believe that the possible prior existence
                of
                a public market for their securities would be beneficial,
                and




·
            acquisition
                candidates which plan to acquire additional assets through issuance
                of
                securities rather than for cash, and believe that the possibility
                of
                development of a public market for their securities will be of assistance
                in that process.









Acquisition
      candidates that have a need for an immediate cash infusion are not likely to
      find a potential business combination with us to be an attractive
      alternative.




***Form
      of Acquisition***




It
      is
      impossible to predict the manner in which we may participate in a business
      opportunity. Specific business opportunities will be reviewed as well as our
      respective needs and desires of all parties involved in the opportunity and,
      upon the basis of that review and our negotiating strength, the legal structure
      or method deemed by management to be suitable will be selected. Such structure
      may include, but is not limited to




·
            leases,
                purchase and sale agreements,




·
            licenses,




·
            joint
                ventures and




·
            other
                contractual arrangements.




We
      may
      act directly or indirectly through an interest in a partnership, corporation
      or
      other form of organization.




Implementing
      such structure may require our merger, consolidation or reorganization with
      other corporations or forms of business organization, and although it is likely,
      we cannot assure you that we would be the surviving entity. In addition, our
      present management and stockholders most likely will not have control of a
      majority of our voting shares following a reorganization transaction. As part
      of
      such a transaction, our sole officer and director may resign and new directors
      may be appointed without any vote by stockholders. It is likely that we will
      acquire participation in a business opportunity through the issuance of our
      common stock or other securities.




Although
      the terms of any such transaction cannot be predicted, in certain circumstances,
      the criteria for determining whether or not an acquisition is a so-called "tax
      free" reorganization under the Internal Revenue Code of 1986, depends upon
      the
      issuance to the stockholders of the acquired company of a controlling interest
      equal to 80% or more of the common stock of the combined entities immediately
      following the reorganization.




If
      a
      transaction were structured to take advantage of these provisions rather than
      other "tax free" provisions provided under the Internal Revenue Code, our
      current stockholders would retain in the aggregate 20% or less of the total
      issued and outstanding shares. This could result in substantial additional
      dilution in the equity of those who were our stockholders prior to such
      reorganization. Our issuance of these additional shares might also be done
      simultaneously with a sale or transfer of shares representing a controlling
      interest in us by our sole officer, director and principal
      shareholder.




We
      anticipate that any new securities issued in any reorganization would be issued
      in reliance upon exemptions, if any are available, from registration under
      applicable federal and state securities laws. In some circumstances, however,
      as
      a negotiated element of the transaction, we may agree to register such
      securities either at the time the transaction is consummated, or under certain
      conditions or at specified times thereafter.




The
      issuance of substantial additional securities and their potential sale into
      any
      trading market that might develop in our securities may have a depressive effect
      upon such market. We will participate in a business opportunity only after
      the
      negotiation and execution of a written agreement.




Although
      the terms of such agreement cannot be predicted, generally such an agreement
      would require:




·
            specific
                representations and warranties by all of the parties
                thereto,




·
            specify
                certain events of default,




·
            detail
                the terms of closing and the conditions which must be satisfied by
                each of
                the parties thereto prior to such
                closing,




·
            outline
                the manner of bearing costs if the transaction is not
                closed,




·
            set
                forth remedies upon default, and




·
            include
                miscellaneous other terms.









We
      anticipate that we, and/or our sole officer, director and principal shareholder
      will enter into a letter of intent with the management, principals or owners
      of
      a prospective business opportunity prior to signing a binding agreement. This
      letter of intent will set forth the terms of the proposed acquisition but will
      not bind any of the parties to consummate the transaction. Execution of a letter
      of intent will by no means indicate that consummation of an acquisition is
      probable. Neither we nor any of the other parties to the letter of intent will
      be bound to consummate the acquisition unless and until a definitive agreement
      concerning the acquisition as described in the preceding paragraph is
      executed.




Even
      after a definitive agreement is executed, it is possible that the acquisition
      would not be consummated should any party elect to exercise any right provided
      in the agreement to terminate it on specified grounds. We anticipate that the
      investigation of specific business opportunities and the negotiation, drafting
      and execution of relevant agreements, disclosure documents and other instruments
      will require substantial management time and attention and substantial costs
      for
      accountants, attorneys and others.




If
      we
      decide not to participate in a specific business opportunity, the costs incurred
      in the related investigation would not be recoverable. Moreover, because many
      providers of goods and services require compensation at the time or soon after
      the goods and services are provided, our inability to pay until an indeterminate
      future time may make it impossible to procure goods and
      services.




***Investment
      Company Act and Other Regulation***




We
      may
      participate in a business opportunity by purchasing, trading or selling the
      securities of such business. We do not, however, intend to engage primarily
      in
      such activities.




Specifically,
      we intend to conduct our activities so as to avoid being classified as an
      investment company under the Investment Company Act of 1940, and therefore
      to
      avoid application of the costly and restrictive registration and other
      provisions of the Investment Act, and the regulations promulgated
      thereunder.




Section
      3(a) of the Investment Act contains the definition of an investment company,
      and
      it excludes any entity that does not engage primarily in the business of
      investing, reinvesting or trading in securities, or that does not engage in
      the
      business of investing, owning, holding or trading investment securities defined
      as all securities other than government securities or securities of majority-
      owned subsidiaries the value of which exceeds 40% of the value of its total
      assets excluding government securities, cash or cash items.




We
      intend
      to implement our business plan in a manner that will result in the availability
      of this exception from the definition of investment company. As a result, our
      participation in a business or opportunity through the purchase and sale of
      investment securities will be limited.




Our
      plan
      of business may involve changes in our capital structure, management, control
      and business, especially if we consummate a reorganization as discussed above.
      Each of these areas is regulated by the Investment Act, in order to protect
      purchasers of investment company securities. Since we will not register as
      an
      investment company, stockholders will not be afforded these
      protections.




Any
      securities which we might acquire in exchange for our common stock will be
      restricted securities within the meaning of the Securities Act of 1933. If
      we
      elect to resell such securities, such sale cannot proceed unless a registration
      statement has been declared effective by the Securities and Exchange Commission
      or an exemption from registration is available. Section 4(1) of the Act, which
      exempts sales of securities not involving a distribution, would in all
      likelihood be available to permit a private sale.




Although
      the plan of operation does not contemplate resale of securities acquired, if
      such a sale were to be necessary, we would be required to comply with the
      provisions of the Act to effect such resale. An acquisition made by us may
      be in
      an industry that is regulated or licensed by federal, state or local
      authorities. Compliance with such regulations can be expected to be a
      time-consuming and expensive process.









***Competition***




We
      expect
      to encounter substantial competition in our efforts to locate attractive
      opportunities, primarily from business development companies, venture capital
      partnerships and corporations, venture capital affiliates of large industrial
      and financial companies, small investment companies, and wealthy individuals.
      Many of these entities will have significantly greater experience, resources
      and
      managerial capabilities than we do and will therefore be in a better position
      to
      obtain access to attractive business opportunities. We also will experience
      competition from other public blind pool companies, many of which may have
      more
      funds available than we do.




**Employees**




We
      do not
      currently have any employees but rely upon the efforts of our officers and
      directors to conduct our business. We do not have any employment or compensation
      agreements in place with our officers and directors although they are reimbursed
      for expenditures advanced on our behalf.





**Description
      of Property**





We
      do not
      currently own any property.  We utilize office space of our President
      Matthew Hayden at no cost.  We will not seek independent office space until
      we pursue a viable business opportunity and recognize income.




**Results
      of operations**




***From
      Inception on October 30, 2006 to August 31, 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 $117,517, most of which is for the general and
      administrative expenses. We have switched our business focus from online
      aircraft booking to seeking opportunities for mergers and
      acquisitions.




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 in our public offering in consideration of $97,750.




**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 May
      31, 2008, our total assets were $18,000 which consisted solely of retainer
      deposit and our total liabilities were $19,000.









**ITEM
      4.      CONTROLS AND
      PROCEDURES.**




**Evaluation
      of Disclosure Controls and Procedures**




We
      maintain “disclosure controls and procedures,” as such term is defined in Rule
      13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that
      are designed to ensure that information required to be disclosed in our Exchange
      Act reports is recorded, processed, summarized and reported within the time
      periods specified in the Securities and Exchange Commission rules and forms,
      and
      that such information is accumulated and communicated to our management,
      including our Principal Executive Officer and Principal Financial Officer,
      as
      appropriate, to allow timely decisions regarding required disclosure. We
      conducted an evaluation under the supervision and with the participation of
      our
      Principal Executive Officer and Principal Financial Officer, of the
      effectiveness of the design and operation of our disclosure controls and
      procedures as of the end of the period covered by this report pursuant to Rule
      13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive
      Officer and Principal Financial Officer concluded that our Disclosure Controls
      were effective as of the end of the period covered by this report.




**Changes
      in Internal Controls**




We
      have
      also evaluated our internal controls for financial reporting, and there have
      been no significant changes in our internal controls or in other factors that
      could significantly affect those controls subsequent to the date of their last
      evaluation.






**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 was
      no
      underwriter involved in our public offering. In October 2007 we completed our
      public offering and issued 977,500 shares of common stock in consideration
      of
      $97,750. Since completing the public offering we have used the proceeds as
      follows:




Legal
                and Accounting
            
            $
            53,488Travel
            
            
            16,177State
                Filing Fees
            
            
            425Management
                Contracts
            
            
            18,500Bank
                Fees
            
            
            196Office
                Expenses
            
            
            3,338Total
                Expenses
            
            $
            92,124






**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
                toSection
                302 of the Sarbanes-Oxley Act of 2002.32.1
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                section906
                of the Sarbanes-Oxley Act of 2002.












**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 20 th day
      of
      October, 2008.




**SINO
                CHARTER INC.****(Registrant)**BY:
            /s/
                Matthew HaydenMatthew
                HaydenPresident,
                Principal Executive Officer,Secretary,
                Principal Financial Officer,














**EXHIBIT
      INDEX**




**Exhibit
                No.**
            **Document
                Description**31.1
            Certification
                of Principal Executive Officer and Principal Financial Officer pursuant
                toSection
                302 of the Sarbanes-Oxley Act of 2002.32.1
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                section906
                of the Sarbanes-Oxley Act of 2002.