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




FORM
10-K




x
            ANNUAL REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF
      1934For
      the fiscal year ended November 30, 2008 ̈
            TRANSITION
      REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF
    1934For
      the transition period from _____ to __________




Commission
file number 000-53155




SINO
CHARTER, INC.




(Exact
name of registrant as specified in its charter)


Nevada
                        
                        20-8658254(State or other jurisdiction of incorporation or organization)
                        
                        (IRS Employer Identification No.)




No
1749-1751 Xiangjiang Road
 Shishi
City, Fujian Province
 People’s
Republic of China


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




(561)
245-5155




(Registrant's
telephone number, including area code)






Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.  ̈Yes   Nox




Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Act: xYes   No ̈




Indicate by check mark whether the
registrant(1) has filed all reports required by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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 past 90 day. xYes ̈No




Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulations S-K is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy ir information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.  ̈




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” and “smaller
reporting company” in Rule 12b-2 if the Exchange Act.




Large
      Accelerated filer
                 ̈
                
                Accelerated
      filer ̈Non-accelerated
      filer
                 ̈
                
                Smaller
      reporting companyx(Do not check if a smaller
      reporting company)




Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Act).
xYes ̈No




The
aggregate market value of the registrant's common stock, $0.00001 par value,
held by non-affiliates was $1.86 million based on approximately 6,403,504 shares
and the last sale price was $0.29 for the common stock on February20,2009. The company had a
total of 16,014,421 shares outstanding as of February 20, 2009.







TABLE
OF CONTENTS





PagePART
      IItem
      1.
                          Business.
                          3Item
      1A.
                          Risk
      Factors.
                          5Item
      1B.
                          Unresolved
      Staff Comments.
                          5Item
      2.
                          Properties.
                          5Item
      3.
                          Legal
      Proceedings.
                          5Item
      4.
                          Submission
      of Matters to a Vote of Security Holders.
                          5PART
      IIItem
      5.
                          Market
      For Common Stock and Related Stockholder Matters.
                          6Item
      6.
                          Selected
      Financial Data
                          6Item
      7.
                          Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                          7Item
      7A.
                          Quantitative
      and Qualitative Disclosures about Market Risk.
                          10Item
      8.
                          Financial
      Statements and Supplementary Data.
                          11Item
      9.
                          Changes
      In and Disagreements With Accountants on Accounting and
      Financial
                          12DisclosureItem
      9A(T).
                          Controls
      and Procedures
                          12Item
      9B.
                          Other
      Information
                          13PART
      IIIItem
      10.
                          Directors,
      Executive Officers and Corporate Governance
                          14Item
      11.
                          Executive
      Compensation
                          16Item
      12.
                          Security
      Ownership of Certain Beneficial Owners and
Management
                          19Item
      13.
                          Certain
      Relationships and Related Transactions, and Director
      Independence
                          20Item
      14
                          Principal
      Accountant Fees and Services
                          20PART
      IVItem
      15.
                          Exhibits,
      Financial Statement Schedules.
                          22


2


PART
I




ITEM
1.      BUSINESS




General




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. We have been in the development stage since inception and have no
operations to date, other than issuing shares to our original
shareholders.
  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.
  Subsequent
Events
 
 On
January 7, 2009 we received authorization from our shareholders to effect a
reverse split of our common stock (which would have the effect of decreasing the
number of shares outstanding and, thereby, increase the number of shares
available for issuance) at a ratio of 1:100 and filed an Amendment to the
Articles of Incorporation with the Nevada Secretary of State, thereby decreasing
the number of issued and outstanding shares.  The disclosures
hereafter in this annual report, as well as the financial statements and
footnotes accompanying this annual report, have been retroactively adjusted to
reflect the reverse stock split.
 
 On
February 12, 2009, we completed an offering of 514,000 shares of our common
stock at a price of $0.10 per share to three purchasers. The total amount
received from this offering was $51,400. The issuance of these securities was
exempt from registration under Section 4(2) of the Securities Act. The Company made this determination based on the
representations of Investors, which included, in pertinent part, that such
shareholders were either (a) “accredited investors” within the meaning of Rule
501 of Regulation D promulgated under the Securities Act, or (b) not a “U.S.
person” as that term is defined in Rule 902(k) of Regulation S under the Act,
and that such Investor was acquiring our common stock, for investment purposes
for their own respective accounts and not as nominees or agents, and not with a
view to the resale or distribution thereof, and that each Investor understood
that the shares of our common stock may not be sold or otherwise disposed of
without registration under the Securities Act or an applicable exemption
therefrom.
 
 On
February 13, 2009, we completed an offering of 814,500 shares of our common
stock at a price of $0.001 per share to 4 purchasers. The total amount
received from this offering was $814.50. The issuance of these securities was
exempt from registration under Section 4(2) of the Securities Act. The
Company made this determination based on the representations of Investors, which
included, in pertinent part, that such shareholders were either (a) “accredited
investors”
within the meaning of Rule 501 of Regulation D promulgated under the Securities
Act, or (b) not a “U.S. person” as that term is defined in Rule 902(k) of
Regulation S under the Act, and that such Investor was acquiring our common
stock, for investment purposes for their own respective accounts and not as
nominees or agents, and not with a view to the resale or distribution thereof,
and that each Investor understood that the shares of our common stock may not be
sold or otherwise disposed of without registration under the Securities Act or
an applicable exemption therefrom.
  3





On  February
13, 2009, we closed a reverse acquisition by which we acquired a business
engaged in the design, sourcing, marketing and distribution of casual
apparel and clothing products in the People’s Republic of China (“China” or the
“PRC”) pursuant to a Share Exchange Agreement (the “Exchange Agreement”) by and
among the Company, Peng Xiang Peng Fei Investments Limited, a company
incorporated in the British Virgin Islands (“Peng Xiang”), and  the
shareholders who, immediately prior to the closing of the transactions
contemplated by the Exchange Agreement, collectively held 100% of Peng Xiang’s
issued and outstanding share capital (the “BVI Shareholders”).  Peng
Xiang is a holding company that, through its wholly owned subsidiary, Korea
Jinduren (International) Dress Limited, a company incorporated in Hong Kong
Special Administrative Region (“Korea Jinduren”), controls Jinjiang Yinglin
Jinduren Fashion Limited, a company organized in the PRC (“Yinglin Jinduren”,
and along with Peng Xiang and Korea Jinduren are collectively referred to as
“V·LOV”), by a series of contractual arrangements. The terms of the Share
Exchange Agreement and the transactions thereunder, as well as a description of
the business operations of V·LOV, were previously disclosed in our current
report on Form 8-K/A filed with the SEC on February 18, 2009, and are
incorporated by reference hereby.




EMPLOYEES




As of
November 30, 2008, we had no full time employees. Our president agreed to
allocate a portion of his time to the activities of the Company, without
compensation. The president anticipates that our business plan can be
implemented by his devoting no more than 10 hours per month to the business
affairs of the Company and, consequently, conflicts of interest may arise with
respect to the limited time commitment by such officer.


4




ITEM
1A.    RISK FACTORS




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




ITEM
1B.    UNRESOLVED STAFF COMMENTS




None.




ITEM
2.      PROPERTIES




As of the
fiscal year ended November 30, 2008, the Company maintained a mailing address at
2888 Spring Lakes Drive, Davidsonville, MD 21035, and paid no rent or other fees
for the use of the mailing address. The Company did not maintain any other
office facilities.
 
 Subsequent
Event
 
 The
Company continued to maintained the mailing address described above through
February 13, 2009, when the Company completed the reverse acquisition of Peng
Xiang and acquired the business operations of V·LOV, which are based in China. A
description of the offices and facilities of V·LOV were previously disclosed in
our current report on Form 8-K/A filed with the SEC on February 18, 2009, and
are incorporated by reference hereby.




ITEM 3.     
LEGAL PROCEEDINGS




We are
not presently a party to any litigation.




ITEM
4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS




During
the fiscal quarter ended November 30, 2008, there were no matters submitted to a
vote of our shareholders.


5




PART
II




ITEM
5.      MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER
MATTERS AND PURCHASES OF EQUITY SECURITIES




There is
very limited public trading market for our common stock.




Holders




As of
February 20, 2009, there were 66 holders of record for our common
stock.




Capital
Stock





Common
Stock





As of
February 20, 2009, there were 66 shareholders of record holding a total of
16,014,421 shares of fully paid and non-assessable common stock of the
100,000,000 shares of common stock, par value $0.00001, authorized. The holders
of the common stock are entitled to one vote for each share held of record on
all matters submitted to a vote of stockholders. Holders of the common stock
have no preemptive rights and no right to convert their common stock into any
other securities. There are no redemption or sinking fund provisions applicable
to the common stock.





Preferred
Stock





As of
February 20, 2009there were no
shares issued and outstanding of the100,000,000
shares of preferred stock authorized. The par value of the preferred stock is
$0.00001 per share. The Company’s preferred stock may have such rights,
preferences and designations and may be issued in such series as determined by
the board of directors.




Dividends




As of the
date of this annual report, we have not paid any cash dividends to stockholders.
The declaration of any future cash dividend will be at the discretion of our
board of directors and will depend upon our earnings, if any, our capital
requirements and financial position, our general economic conditions, and other
pertinent conditions. It is our present intention not to pay any cash dividends
in the foreseeable future, but rather to reinvest earnings, if any, in our
business operations.




ITEM
6.      SELECTED FINANCIAL DATA




Not
applicable.


6




ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.




SPECIAL
NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
 
 This
section of the annual 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.
 
 Overview
  During
the fiscal year which ended November 30, 2008, we continued to be a start-up
stage corporation, and we have not generated or realized any revenues from our
business operations since inception. As a result, our auditors have issued a
going concern opinion that there is substantial doubt that we can continue as an
on-going business for the next twelve months unless we obtain additional capital
to pay our operating expenses.
 
 Plan
of Operation
 
 Given
that we have not generated any revenues since our inception, our plan of
operations for the next twelve months is to raise capital to fund our immediate
working capital needs and to seek a merger or acquisition candidate for a
reverse acquisition transaction.
  Subsequent
Event
 
 As
disclosed elsewhere in this annual report, on February 13, 2009, we completed
the reverse acquisition of Peng Xiang and thus acquired the business of V·LOV,
which designs, sources, markets and distributes casual apparel and clothing
products in the PRC. We cannot, however, guarantee that V·LOV will be successful
in its business operations. For full disclosure on all the risk factors involved
in the business operations of V·LOV, please refer to our current report on Form
8-K/A filed with the SEC on February 18, 2009.


7




Results
of operations




From
Inception on October 30, 2006 to November 30, 2008




Revenues
 
 For the
fiscal year ended November 30, 2008, the Company did not generate any revenues,
and has not done so since inception. Unless we are able to identify a suitable
business opportunity in the near future, we expect to continue to incur losses
through the 2009 fiscal year.
 
 Net
Losses
 
 From our
inception on October 30, 2006 to November 30, 2008, the Company incurred net
losses of $143,005. Net losses for the fiscal year ended November 30, 2008 were
$66,049 as compared to $66,367 for the fiscal year ended November 30, 2007. The
Company’s net losses are primarily attributable to general and administrative
expenses. General and administrative expenses include professional and
consulting fees, travel expenses, and costs associated with the preparation of
disclosure documentation. The slight decrease in net losses over the comparative
periods can be attributed to the decrease in travel
expenses.


8





Income
Tax Expense (Benefit)





The
Company has a prospective income tax benefit resulting from a net operating loss
carryforward and start up costs that will offset any future operating
profit.





Capital
Expenditures





The
Company expended no significant amounts on capital expenditures for the period
from inception to November 30, 2008.




Liquidity
and capital resources




As of
November 30, 2008, the Company had no assets and a working capital deficit of
$26,488. The Company had current and total liabilities of $26,488, consisting of
$250 in accounts payable and accrued expenses and $26,238  in advances
from related party.  Net stockholders’ deficit in the Company was
$26,488 at November 30, 2008.




Cash flow
used in operating activities was $142,755 for the period from inception to
November 30, 2008. Cash flow used in operating activities for the year ended
November 30, 2008 was $74,310 as compared to $68,320 for the year ended November
30, 2007. The increase in cash flow used in operating activities was due to net
losses and an increase in other assets.





Cash flow
provided by financing activities was $142,755 for the period from inception to
November 30, 2008.  Cash flow provided by financing activities for the
year ended November 30, 2008 was $44,905 as compared to $96,750 for the year
ended November 30, 2007.  Cash flow provided by financing activities
during fiscall year 2008 was due to advances from related party.




As of
November 30, 2008, The Company’s current assets were insufficient to
continue as a going concern over the next twelve months unless it can
 realize debt or equity financing to fund its operations. At November
30, 2007, we had no current commitments or arrangements with respect to
funding or immediate sources of funding. Further, no assurances can be given
that funding would be available or available to us on acceptable terms.
Therefore, our stockholders would be the most likely source of new funding in
the form of loans or equity placements, though none have made any commitment for
future investment. Our inability to obtain funding would have a material adverse
affect on our plan of operation.




The
Company had no formal long term lines of credit or other bank financing
arrangements as of November 30, 2008. As of November 30, 2008:




The
Company did not expect to pay cash dividends in the foreseeable
future.




The
Company had no defined benefit plan or contractual commitment with any of its
officers or directors.




The
Company had no current plans for any significant purchase or sale of any plant
or equipment.





The
Company had no current plans to make any changes in the number of
employees.


9





Off
Balance Sheet Arrangements





As of
November 30, 2008, we had no significant off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures, or capital resources
that is material to stockholders.





Going
Concern




The
Company’s auditors have noted substantial doubt as to the Company’s ability to
continue as a going concern as a result of our dependence on raising capital to
sustain operations, our failure to establish profitable operations, and an
accumulated deficit of $143,005 as of November 30, 2008. Our ability to continue
as a going concern requires that we either realize net income from operations or
obtain funding from outside sources. Management’s plan to address our ability to
continue as a going concern includes (i) obtaining funding from private
placement sources, (ii) obtaining additional funding from the sale of the
Company’s securities, (iii) establishing revenues from prospective business
opportunities, and (iv) obtaining loans and grants from various financial
institutions where possible. Although management are optimistic about obtaining
the funding necessary for us to continue as a going concern, there can be no
assurances that the means for maintaining this objective will be
successful.




ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Not
applicable.


10




ITEM
8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.


Sino
Charter, Inc


(A
Development Stage Company)




November
30, 2007




IndexReport
      of Independent Registered Public Accounting Firms
              F-1
      and F-2Balance
      Sheets
              F-3Statements
      of Expenses
              F-4Statements
      of Stockholders’ Equity (Deficit)
              F-5Statements
      of Cash Flows
              F-6Notes
      to the Financial Statements
              F-7


11





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors


Sino
Charter, Inc.


(A
Development Stage Company)


Davidsonville,
MD





We have
audited the accompanying balance sheet of Sino Charter, Inc. as of November 30,
2008 and the related statements of expenses, stockholders' equity (deficit), and
cash flows for the year then ended and the period from October 30, 2006
(inception) through November 30, 2008.  The financial statements for
the period from October 30, 2006 (inception) through November 30, 2007 were
audited by other auditors whose report expressed unqualified opinion on those
financial statements.  The financial statements for the period from
October 30, 2006 (inception) through November 30, 2007 include no revenue and a
net loss of $76,956.  Our opinion on the statement of expenses,
stockholders’ equity (deficit) and cash flows for the period from October 30,
2006 (inception) through November 30, 2008, insofar as it relates to amounts for
prior periods through November 30, 2007 is based soley on the report of the
other auditor.  These financial statements are the responsibility of
Sino Charter, Inc.  Our responsibility is to express an opinion on
these financial statements based on our audit.





We
conducted our audit in accordance with the Public Accounting Oversight Board
(United States). Those standards require that we plan and perform an audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. Sino Charter, Inc.  is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of Sino Charter, Inc.’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Sino Charter, Inc. as of November
30, 2008 and the results of its operations and its cash flows for the year then
ended and the period from October 30, 2006 (inception) through November 30, 2008
in conformity with accounting principles generally accepted in the United States
of America.





The
accompanying financial statements have been prepared assuming that Sino Charter,
Inc. will continue as a going concern. As discussed in Note 2 to the financial
statements, Sino Charter, Inc. has no operations and an accumulated deficit,
which raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





MALONE
& BAILEY, PC


www.malone-bailey.com


Houston,
Texas


February
18, 2009


F-1











F-2


SINO
CHARTER INC.


(A
DEVELOPMENT STAGE ENTERPRISE)


BALANCE
SHEETS





November 30,
                            
                            
                            November 30,2008
                            
                            
                            2007ASSETSCURRENT
      ASSETSCash
                            
                            $
                            -
                            
                            
                            $
                            29,405TOTAL
      CURRENT ASSETS
                            
                            
                            -
                            
                            
                            
                            29,405TOTAL
      ASSETS
                            
                            $
                            -
                            
                            
                            $
                            29,405LIABILITIES
      AND STOCKHOLDER'S DEFICITCURRENT
      LIABILITIESAccured
      Interest
                            
                            $
                            -
                            
                            
                            $
                            475Accounts
      payable and accrued expenses
                            
                            
                            250
                            
                            
                            
                            8,036Advances
      due to shareholder
                            
                            
                            26,238
                            
                            
                            
                            -TOTAL
      CURRENT LIABILITIES
                            
                            
                            26,488
                            
                            
                            
                            8,511STOCKHOLDERS’
      EQUITY (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,111,600
      shares issued and outstanding
                            
                            
                            1
                            
                            
                            
                            1Additional
      paid-in capital
                            
                            
                            116,516
                            
                            
                            
                            97,849Deficit
      accumulated during the development stage
                            
                            
                            (143,005
                            )
                            
                            
                            (76,956
                            )TOTAL
      STOCKHOLDERS’ EQUITY (DEFICIT)
                            
                            
                            (26,488
                            )
                            
                            
                            20,894TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
                            
                            $
                            -
                            
                            
                            $
                            29,405




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


F-3





SINO
CHARTER INC.


(A
DEVELOPMENT STAGE ENTERPRISE)


STATEMENTS
OF EXPENSES





From October 30,For the year ended
                            
                            
                            2006 (Inception)November
                              30,
                            
                            
                            November 30,
                            
                            
                            to November 30,2008
                            
                            
                            2007
                            
                            
                            2008REVENUES
                            
                            $
                            
                            
                            
                            $
                            -
                            
                            
                            $
                            -EXPENSESLegal
      and accounting
                            
                            
                            54,484
                            
                            
                            
                            33,685
                            
                            
                            
                            98,582Travel
                            
                            
                            4,506
                            
                            
                            
                            11,671
                            
                            
                            
                            16,177License
      expense
                            
                            
                            -
                            
                            
                            
                            300
                            
                            
                            
                            425Management
      contracts
                            
                            
                            -
                            
                            
                            
                            18,500
                            
                            
                            
                            18,500Bank
      fees
                            
                            
                            54
                            
                            
                            
                            142
                            
                            
                            
                            196Filing
      fees
                            
                            
                            2,902
                            
                            
                            
                            -
                            
                            
                            
                            2,902Office
      expense
                            
                            
                            4,103
                            
                            
                            
                            1,157
                            
                            
                            
                            5,310Total
      Expenses
                            
                            
                            66,049
                            
                            
                            
                            65,455
                            
                            
                            
                            142,092LOSS
      FROM OPERATIONS
                            
                            
                            (66,049
                            )
                            
                            
                            (65,455
                            )
                            
                            
                            (142,092
                            )OTHER
      INCOME (EXPENSE)Interest
      expense
                            
                            
                            -
                            
                            
                            
                            (912
                            )
                            
                            
                            (913
                            )Total
      Other Income (Expense)
                            
                            
                            -
                            
                            
                            
                            (912
                            )
                            
                            
                            (913
                            )LOSS
      BEFORE TAXES
                            
                            
                            (66,049
                            )
                            
                            
                            (66,367
                            )
                            
                            
                            (143,005
                            )INCOME
      TAX EXPENSE
                            
                            
                            -
                            
                            
                            
                            -NET
      LOSS
                            
                            
                            (66,049
                            )
                            
                            $
                            (66,367
                            )
                            
                            $
                            (143,005
                            )BASIC
      AND DILUTED NET LOSS PER SHARE
                            
                            
                            (0.59
                            )
                            
                            $
                            (0.65
                            )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDING,BASIC
      AND DILUTED
                            
                            
                            111,600
                            
                            
                            
                            101,629




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


F-4


SINO
CHARTER INC.


(A
DEVELOPMENT STAGE ENTERPRISE)


STATEMENT
OF STOCKHOLDERS’ EQUITY (DEFICIT)





Additional
                    
                    
                    
                    
                    
                    TotalCommon Stock
                    
                    
                    Paid-in
                    
                    
                    Accumulated
                    
                    
                    Stockholder'sShares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Deficit
                    
                    
                    DeficitBalance,
      October 30, 2006
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Common
      stock issued in private placement for cash
                    
                    
                    100,000
                    
                    
                    
                    1
                    
                    
                    
                    99
                    
                    
                    
                    -
                    
                    
                    
                    100Net
      loss for the year ended November 30, 2006
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (10,589
                    )
                    
                    
                    (10,589
                    )Balance,
      November 30, 2006
                    
                    
                    100,000
                    
                    
                    
                    1
                    
                    
                    
                    99
                    
                    
                    
                    (10,589
                    )
                    
                    
                    (10,489
                    )Common
      stock issued in placement for cash
                    
                    
                    9,775
                    
                    
                    
                    -
                    
                    
                    
                    97,750
                    
                    
                    
                    -
                    
                    
                    
                    97,750Net
      loss for the year ended November 30, 2007
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (66,367
                    )
                    
                    
                    (66,367
                    )Balance,
      November 30, 2007
                    
                    
                    109,775
                    
                    
                    
                    1
                    
                    
                    
                    97,849
                    
                    
                    
                    (76,956
                    )
                    
                    
                    20,894Capital
      contribution  by former director
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    18,667
                    
                    
                    
                    
                    
                    
                    
                    18,667Common
      stock issued as a result of fractional shares due to reverse stock
      split
                    
                    
                    1,825
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      loss for the year ended November 30, 2008
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (66,049
                    )
                    
                    
                    (66,049
                    )Balance,
      November 30, 2008 (Unaudited)
                    
                    
                    111,600
                    
                    
                    $
                    1
                    
                    
                    $
                    116,516
                    
                    
                    $
                    (143,005
                    )
                    
                    $
                    (26,488
                    )




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


F-5




SINO
CHARTER INC.


(A
DEVELOPMENT STAGE ENTERPRISE)


STATEMENTS
OF CASH FLOWS





From October 30,For The Year Ended
                  
                  
                  2006 (Inception)November 30,
                  
                  
                  November 30,
                  
                  
                  to November 30,2008
                  
                  
                  2007
                  
                  
                  2008(unaudited)
                  
                  
                  (unaudited)
                  
                  
                  (unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                  
                  $
                  (66,049
                  )
                  
                  $
                  (66,367
                  )
                  
                  $
                  (143,005
                  )Adjustments
      to reconcile net loss to net cashused
      by operations:Increase(decrease)
      in accrued interest, related party
                  
                  
                  (475
                  )
                  
                  
                  474
                  
                  
                  
                  -Increase
      (decrease) in accounts payable and accrued expenses
                  
                  
                  (7,786
                  )
                  
                  
                  (2,427
                  )
                  
                  
                  250Net
      cash used by operating activities
                  
                  
                  (74,310
                  )
                  
                  
                  (68,320
                  )
                  
                  
                  (142,755
                  )CASH
      FLOWS FROM INVESTING ACTIVITIES
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from borrowing, related party
                  
                  
                  26,238
                  
                  
                  
                  (1,000
                  )
                  
                  
                  26,238Capital
      contribution by former director
                  
                  
                  18,667
                  
                  
                  
                  -
                  
                  
                  
                  18,667Proceeds
      from sale of stock
                  
                  
                  
                  
                  
                  
                  97,750
                  
                  
                  
                  97,850Net
      cash provided by financing activities
                  
                  
                  44,905
                  
                  
                  
                  96,750
                  
                  
                  
                  142,755NET
      INCREASE (DECREASE) IN CASH
                  
                  
                  (29,405
                  )
                  
                  
                  28,430
                  
                  
                  
                  -CASH
      - Beginning of period
                  
                  
                  29,405
                  
                  
                  
                  975
                  
                  
                  
                  -CASH
      - End of period
                  
                  $
                  -
                  
                  
                  $
                  29,405
                  
                  
                  $
                  -SUPPLEMENTAL
      CASH FLOW DISCLOSURES:Interest
      paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Income
      taxes paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -




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


F-6




SINO
CHARTER INC.


(A
DEVELOPMENT STAGE ENTERPRISE)


NOTES TO
THE FINANCIAL STATEMENTS


NOVEMBER
30, 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.  The Company has not
generated expected revenue and has 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 100,000 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 24,000 of the shares to Ancora Greater China Fund, L.P., and sold
56,000 of the shares to Pope Investments II, LLC. As a result of the foregoing
MMH owns 20,000 shares of our common stock, representing 18.2% of our
outstanding common stock. (All share information has been adjusted to reflect
the January 7, 2009 reverse stock split.)





Cash and Cash
Equivalents





For
purposes of the statement of cash flows, the Company considers all highly liquid
investments and short-term debt instruments with original maturities of three
months or less to be 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 November 30, 2008.


F-7





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 November 30, 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 November 30, 2008, and expenses for the period ended November
30, 2008, and cumulative from inception. Actual results could differ from those
estimates made by management.


F-8


NOTE 2 -
GOING CONCERN





As shown
in the accompanying financial statements, the Company had negative working
capital of $26,488 and an accumulated deficit of $143,005 incurred through
November 30, 2008.  These factors raise substantial doubt regarding the
Company's ability to continue as a going concern. Management is in the
process of raising capital.  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 in the event the Company cannot continue in existence.





NOTE 3 -
RELATED PARTY TRANSACTIONS





As of
November 30, 2008, advances from shareholder amounted to $26,238 and represented
working capital advances. The advances are unsecured, non-interest bearing, and
due on demand.




NOTE 4
- COMMON STOCK




In
November of 2006 the Company issued 100,000 shares of common stock for a total
of $100 cash to its sole director.


In
October 2007 the Company completed its SEC registered offering and issued an
additional 9,775 shares of common stock for $97,750 in cash, which takes the
following reverse split into account.
 
 On
January 7, 2009, the Company filed an Amendment to the Certificate of
Incorporation with the Nevada Secretary of State, pursuant to which the Company
effectuated a 100 to 1 reverse split, thereby decreasing the number of issued
and outstanding shares. The company issued an additional
1,825 shares of common stock to resolve fractional shareholders.
The accompanying financial statements and footnotes have been retroactively
stated to reflect the reverse stock split.
 
 In
February 2009, the Company issued an additional 1,328,500 shares of common
shares for $52,215 in cash through subscription agreements with various
investors.
 
 On
February 13, 2009, the Company entered into a Share Exchange Agreement with Peng
Xiang Peng Fei Investments Limited, a British Virgin Islands company, pursuant
to which Peng Xiang Shareholders transferred collectively 100% equity ownership
interests in exchange for issuance of 14,560,000 common shares of Sino Charter,
Inc’s common stock.  Full details on the entire exchange, the operating
company, capital structure can be found on form 8-K filed under Sino Charter,
Inc. with the Securities and Exchange Commission on February 13, 2009. Post all
transactions the company had 16,014,421 shares outstanding.




NOTE 5 -
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 100,000 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 24,000 of the shares to Ancora Greater China Fund, L.P., and sold
56,000 of the shares to Pope Investments II, LLC. As a result of the foregoing
MMH owns 20,000 shares of our common stock, representing 18.2% of our
outstanding common stock.





NOTE 6 -
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.




F-9





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





November
                                              30,
      2008
                                            
                                            
                                            November
                                              30,
      2007Net
      operating loss carry forward
                                            
                                            $
                                            48,622
                                            
                                            
                                            
                                            26,165Valuation
      allowance
                                            
                                            
                                            (48,622
                                            )
                                            
                                            
                                            (26,165
                                            )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  attributable to the
future utilization of the net operating loss carry forward of $143,005 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 7 - 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




NOTE
8 - SUBSEQUENT EVENTS




On
January 7, 2009,  the Company filed an Amendment to the Articles of
Incorporation with the Nevada Secretary of State, pursuant to which the Company
effectuated a 100 to 1 reverse stock split, thereby decreasing the number of
issued and outstanding shares. The accompanying financial statements and
footnotes have been retroactively stated to reflect the reverse stock
split.





On
February 13, 2009, Sino Charter  issued 1,328,500 shares of common
stock for cash in the amount of $52,215.





Effective
February 13, 2009, Sino Charter, Inc. entered into a share exchange agreement by
issuing 14,560,000 shares of common stock for 100% of the equity ownership in
Peng Xiang Peng Fei Investments Limited, a British Virgin Islands company. The
transaction is treated as a reverse acquisition with Peng Xiang Peng Fei
Investments Limited deemed as the accounting acquirer.  The specifics
of this transaction are available on the Form 8-K filed with the Securities and
Exchange Commission on February 13, 2009.




F-10




ITEM 9.    
 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.




None




ITEM
9A.    CONTROLS AND PROCEDURES (ITEM 9A(T))




Evaluation of Disclosure
Controls and Procedures





In
connection with the preparation of this annual report, an evaluation was carried
out by the Company’s management, with the participation of the chief executive
officer and the chief financial officer, of the effectiveness of the Company’s
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (“Exchange Act”)) as of November 30,
2008. Disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports filed or submitted under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified
in the Commission’s rules and forms, and that such information is accumulated
and communicated to management, including the chief executive officer and the
chief financial officer, to allow timely decisions regarding required
disclosures.





Based on
that evaluation, the Company’s management concluded, as of the end of the period
covered by this report, that the Company’s disclosure controls and procedures
were not effective in recording, processing, summarizing, and reporting
information required to be disclosed, within the time periods specified in the
Commission’s rules and forms, and that such information was not accumulated and
communicated to management, including the chief executive officer and the chief
financial officer, to allow timely decisions regarding required disclosures. Our
ineffectiveness in disclosure controls and procedures led to the untimely filing
of this current annual report.





Management’s Report on
Internal Control over Financial Reporting





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. The Company’s internal
control over financial reporting is a process, under the supervision of the
chief executive officer and the chief financial officer, designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of the Company’s financial statements for external purposes in
accordance with United States generally accepted accounting principles (GAAP).
Internal control over financial reporting includes those policies and procedures
that:




●
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the Company’s
      assets;





●
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of the financial statements in accordance with generally
      accepted accounting principles, and that receipts and expenditures are
      being made only in accordance with authorizations of management and the
      board of directors; and





●
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use, or disposition of the Company’s assets that
      could have a material effect on the financial
  statements.




12




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.





The
Company’s management conducted an assessment of the effectiveness of our
internal control over financial reporting as of November 30, 2008, based on
criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission, which
assessment identified a material weakness in internal control over financial
reporting. A material weakness is a control deficiency, or a combination of
deficiencies in internal control over financial reporting that creates a
reasonable possibility that a material misstatement in annual or interim
financial statements will not be prevented or detected on a timely basis. Since
the assessment of the effectiveness of our internal control over financial
reporting did identify a material weakness, management considers its internal
control over financial reporting to be ineffective.





Management
has concluded that our internal control over financial reporting had the
following deficiency:




●
            We
      were unable to maintain any segregation of duties within our business
      operations due to our reliance on a single individual fulfilling the role
      of sole officer and director. While this control deficiency did not result
      in any audit adjustments to our 2007 or 2008 interim or annual financial
      statements, it could have resulted in a material misstatement that might
      have been prevented or detected by a segregation of duties. Accordingly we
      have determined that this control deficiency constitutes a material
      weakness.





To the
extent reasonably possible, given our limited resources, we will seek to
separate the responsibilities of chief executive officer and chief financial
officer, intending to rely on two or more individuals. We will also seek to
expand our current board of directors to include additional individuals willing
to perform directorial functions. Since the recited remedial actions will
require that we hire or engage additional personnel, this material weakness may
not be overcome in the near term due to our limited financial resources. Until
such remedial actions can be realized, we will continue to rely on the advice of
outside professionals and consultants.





This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. We were not required to have, nor have we, engaged our independent
registered public accounting firm to perform an audit of internal control over
financial reporting pursuant to the rules of the Commission that permit us to
provide only management’s report in this annual report.





Changes
in Internal Controls over Financial Reporting





During
the period ended November 30, 2008, there has been no change in internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect our internal control over financial reporting.




ITEM
9B.    OTHER INFORMATION




None.


13




PART
III




ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
      16(a) OF THE EXCHANGE ACT.




Officers
and Directors




Our sole
director will serve until his successor is elected and qualified. Our sole
officer is elected by the board of directors to a term of one (1) year and
serves until his successor is duly elected and qualified, or until he is removed
from office. The board of directors has no nominating, auditing or compensation
committees.




The name,
address, age and position of our present officer and director is set forth
below:




Name and
      Address
                        
                        Age
                        
                        Year
                          Elected/Appointed
                        
                        Position(s)Matthew Hayden
                          7582 Windermere Ct.
                          Lake Worth, FL 33467
                        
                        37
                        
                        August 2008
                        
                        Chief Executive Officer
                          ChiefFinancial Officer
                          Chairman of the Board




The
person named above has held his offices/positions since our inception and is
expected to hold his offices/positions until the next annual meeting of our
stockholders.




Background
of officers and directors




Matthew
Hayden




Mr.
Hayden, born in August 1971, age 37, was President and Founder of Hayden
Communications Inc. from January 2000 until it was sold in June, 2006. From July
2006 until present Mr. Hayden serves as President of Hayden Communications
International, Inc. (HC International). Mr. Hayden performs corporate consulting
and communications for companies located in the United States and
Worldwide.




Mr.
Hayden was appointed as Chairman of the Board on September 23,
2008.




Significant
Employees




We have
no significant employees other than our sole officer and director, Mr.
Hayden.


14


Involvement
in Certain Legal Proceedings




To the
best of our knowledge, during the past five years, none of the following
occurred with respect to a present or former director, executive officer, or
employee: (i) any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time; (ii) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offences); (iii) being subject to any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his or her involvement in any type of business,
securities or banking activities; and (iv) being found by a court of competent
jurisdiction (in a civil action), the Commission or the Commodities Futures
Trading Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended or vacated.




Audit
Committee and Charter




We do not
currently have a separately-designated audit committee of the board. The audit
committee functions are performed by our board of directors. Our director is not
deemed independent. Our director also holds positions as our officers. Our audit
committee is responsible for: (1) selection and oversight of our independent
accountant; (2) engaging outside advisors; and, (3) funding for the outside
auditory and any outside advisors engagement by the audit
committee.




Audit Committee Financial
Expert




We do not
have an audit committee financial expert. We do not have an audit committee
financial expert because we believe the cost related to retaining a financial
expert at this time is prohibitive. Further, because we have no operations, at
the present time, we believe the services of a financial expert are not
warranted.




Code
of Ethics




We have
adopted a corporate code of ethics. We believe our code of ethics is reasonably
designed to deter wrongdoing and promote honest and ethical conduct; provide
full, fair, accurate, timely and understandable disclosure in public reports;
comply with applicable laws; ensure prompt internal reporting of code
violations; and provide accountability for adherence to the code. A copy of the
code of ethics is attached hereto.




Disclosure
Committee and Charter




We have a
disclosure committee and disclosure committee charter. Our disclosure committee
is comprised of our sole officer and director. The purpose of the committee is
to provide assistance to the Chief Executive Officer in fulfilling their
responsibilities regarding the identification and disclosure of material
information about us and the accuracy, completeness and timeliness of our
financial reports.




15




Section
16(a) of the Securities Exchange Act of 1934




As of the
date of this report, we are not subject to section 16(a) of the Securities
Exchange Act of 1934.




Conflicts
of Interest




There are
no conflicts of interest. Further, we have not established any policies to deal
with possible future conflicts of interest.




ITEM
11.      EXECUTIVE COMPENSATION




The
following table sets forth information with respect to compensation paid by us
to our officers and directors during the three most recent fiscal years. This
information includes the dollar value of base salaries, bonus awards and number
of stock options granted, and certain other compensation, if any.




Summary
Compensation Table


Long
      Term CompensationAnnual
      Compensation
                            
                            
                            Awards
                            
                            
                            Payouts(a)
                            
                            (b)
                            
                            (c)
                            
                            
                            (d)
                            
                            
                            (e)
                            
                            
                            (f)
                            
                            
                            (g)
                            
                            
                            (h)
                            
                            
                            (i)OtherAnnual
                            
                            
                            Restricted
                            
                            
                            SecuritiesCompen
                            
                            
                            Stock
                            
                            
                            Underlying
                            
                            
                            LTIP
                            
                            
                            All
      OtherName and
      Principal
                            
                            
                            
                            Salary        
      Bonus
                            
                            
                            sation
                            
                            
                            Award(s)
                            
                            
                            Options
      /
                            
                            
                            Payouts
                            
                            
                            CompensPosition
      [1]
                            
                            Year
                            
                            ($)
                            
                            
                            ($)
                            
                            
                            ($)
                            
                            
                            ($)
                            
                            
                            SARs
      (#)
                            
                            
                            ($)
                            
                            
                            ation
      ($)Matthew
      Hayden
                            
                            2008
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0PresidentBradley
      W. Miller
                            
                            2008
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0President
                            
                            2007
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            02006
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0




16




The
following table sets forth information with respect to compensation paid by us
to our directors during the last completed fiscal year. Our fiscal year end is
November 30, 2008.




Director
Compensation Table




(a)
                                                        
                                                        (b)
                                                        
                                                        
                                                        (c)
                                                        
                                                        
                                                        (d)
                                                        
                                                        
                                                        (e)
                                                        
                                                        
                                                        (f)
                                                        
                                                        
                                                        (g)
                                                        
                                                        
                                                        (h)Change
      inPensionFees
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        Value
      andEarned
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        Non-Equity
                                                        
                                                        
                                                        Nonqualified
                                                        
                                                        
                                                        Allor
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        Incentive
                                                        
                                                        
                                                        Deferred
                                                        
                                                        
                                                        OtherPaid
      in
                                                        
                                                        
                                                        Stock
                                                        
                                                        
                                                        Option
                                                        
                                                        
                                                        Plan
                                                        
                                                        
                                                        Compensation
                                                        
                                                        
                                                        Compen-Cash
                                                        
                                                        
                                                        Awards
                                                        
                                                        
                                                        Awards
                                                        
                                                        
                                                        Compensation
                                                        
                                                        
                                                        Earnings
                                                        
                                                        
                                                        sation
                                                        
                                                        
                                                        TotalName
                                                        
                                                        ($)
                                                        
                                                        
                                                        ($)
                                                        
                                                        
                                                        ($)
                                                        
                                                        
                                                        ($)
                                                        
                                                        
                                                        ($)
                                                        
                                                        
                                                        ($)
                                                        
                                                        
                                                        ($)Matthew
      Hayden
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        0Bradley
      W. Miller
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        0




Our
directors do not receive any compensation for serving as a member of the board
of directors.




There are
no other stock option plans, retirement, pension, or profit sharing plans for
the benefit of our officers and directors other than as described
herein.


17




Long-Term
Incentive Plan Awards




We not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance.




As of the
date hereof, we have not entered into employment contracts with any of our
officers and do not intend to enter into any employment contracts until such
time as it profitable to do so.




Indemnification




Under our
Bylaws, we may indemnify an officer or director who is made a party to any
proceeding, including a law suit, because of his position, if he acted in good
faith and in a manner he reasonably believed to be in our best interest. We may
advance expenses incurred in defending a proceeding. To the extent that the
officer or director is successful on the merits in a proceeding as to which he
is to be indemnified, we must indemnify him against all expenses incurred,
including attorney's fees. With respect to a derivative action, indemnity may be
made only for expenses actually and reasonably incurred in defending the
proceeding, and if the officer or director is judged liable, only by a court
order. The indemnification is intended to be to the fullest extent permitted by
the laws of the State of Nevada.




Regarding
indemnification for liabilities arising under the Securities Act of 1933, which
may be permitted to directors or officers under Nevada law, we are informed
that, in the opinion of the Securities and Exchange Commission, indemnification
is against public policy, as expressed in the Act and is, therefore,
unenforceable.


18


ITEM
12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT




The
following table sets forth, as of the date of this annual report, the total
number of shares owned beneficially by our directors, officers and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares. The stockholders listed below have direct
ownership of their shares and possesses sole voting and dispositive power with
respect to the shares.




Name and
      Address
                    
                    Number
of
                    
                    
                    Percentage
      ofBeneficial
      Owner
                    
                    Shares
    Owned
                    
                    
                    Ownership
      (1)Matt
      Hayden
                    
                    
                    122,800
                    
                    
                    
                    .76
                    %Bestgrain
      Limited
                    
                    
                    9,596,496
                    
                    
                    
                    60.0
                    %All
      Officers and Directors
                    
                    
                    122,800
                    
                    
                    
                    .76
                    %as
      a Group (1 person)





[1]    
The person named above may be deemed to be a "parent" and "promoter" of our
company, within the meaning of such terms under the Securities Act of 1933, as
amended, by virtue of his direct and indirect stock holdings. Mr. Miller is the
only "promoter" of our company.




19




ITEM
13.      CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS




None




ITEM
14.      PRINCIPAL ACCOUNTING FEES AND
SERVICES




(1)
Audit Fees




The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our quarterly
reports or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years were:




2008
                    $
                    9,500
                    Malone
      and Bailey, P.C2007
                    $
                    18,379
                    Williams
      & Webster, P.S.,
C.P.A.




(2)
Audit-Related Fees




The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph:




2008
                    $
                    -0-
                    Malone
      and Bailey, P.C2007
                    $
                    -0-
                    Williams
      & Webster, P.S.,
C.P.A.




(3)
Tax Fees




The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning were:




2008
                  $
                  -0-
                  Malone
      and Bailey P.C2007
                  $
                  -0-
                  Williams
      & Webster, P.S.,
C.P.A.





20




(4)
All Other Fees




The
aggregate fees billed in each of the last tow fiscal yeas for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:




2008
                    $
                    -0-
                    Malone
      and Bailey, P.C2007
                    $
                    -0-
                    Williams
      & Webster, P.S.,
C.P.A.




Our audit
committee’s pre-approval policies and procedures described in paragraph
(c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
pre-approve all accounting related activities prior to the performance of any
services by any accountant or auditor.




The
percentage of hours expended on the principal accountant’s engagement to audit
our financial statements for the most recent fiscal year that were attributed to
work performed by persons other than the principal accountant’s full time,
permanent employees was 0%.




21




ITEM
15.      EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.




Incorporated by
      referenceFiledExhibit
                                      
                                      Document
      Description
                                      
                                      Form
                                      
                                      Date
                                      
                                      Number
                                      
                                      herewith3.1
                                      
                                      Articles
      of Incorporation.
                                      
                                      SB-2
                                      
                                      02-09-07
                                      
                                      3.13.2
                                      
                                      Certificate
      of Amendment to Articles of Incorporation
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      X3.3
                                      
                                      Bylaws.
                                      
                                      SB-2
                                      
                                      02-09-07
                                      
                                      3.24.1
                                      
                                      Specimen
      Stock Certificate.
                                      
                                      SB-2
                                      
                                      02-09-07
                                      
                                      4.114.1
                                      
                                      Code
      of Ethics.
                                      
                                      10-K
                                      
                                      03-07-08
                                      
                                      14.131.1
                                      
                                      Certification
      of Principal Executive Officer and Principal
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      XFinancial
      Officer pursuant to 15d-15(e), promulgatedunder
      the Securities and Exchange Act of 1934, asamended.32.1
                                      
                                      Certification
      pursuant to 18 U.S.C. Section 1350, as
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      Xadopted
      pursuant to Section 906 of the Sarbanes-OxleyAct
      of 2002 (Chief Executive Office and Chief FinancialOfficer).99.1
                                      
                                      Audit
      Committee Charter.
                                      
                                      10-K
                                      
                                      03-07-08
                                      
                                      99.199.2
                                      
                                      Disclosure
      Committee Charter.
                                      
                                      10-K
                                      
                                      03-07-08
                                      
                                      99.2




22




SIGNATURES




Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing of this Form 10-K and has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on this 20th day of
February, 2009.




SINO CHARTER,
      INC.BY:
                      /s/ Matthew HaydenMatthew
      Hayden, President, Principal ExecutiveOfficer,
      Secretary/Treasurer, Principal FinancialOfficer,
      Principal Accounting Officer and a memberof
      the Board of Directors.




23