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

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009

For the quarterly period ended March 31, 2008

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-52709

SINO FIBRE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada	760616470
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
The Chrysler Building 405 Lexington Ave, 26th Fl New York NY	10174
(Address of principal executive offices)	(Zip Code)
(212) 907-6522
+852-3101-7366
(Registrant's telephone number, including area code)
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

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

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

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

Indicate the number of shares outstanding of each of the issuer'’s classes of common stock, as of the latest practicable date: As of ~~May~~April 1613, ~~2008~~2009, the issuer had 3339,~~465~~555,~~145~~ 585 shares of common stock outstanding.

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SINO FIBRE COMMUNICATIONS, INC.

Quarterly Report on Form 10-Q For the Quarterly Period Ended March 31, ~~2008~~2009

FORWARD-LOOKING STATEMENTS

This Form 10-Q for the quarterly period ended March 31, ~~2008~~2009 contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this document include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve assumptions, risks and uncertainties regarding, among others, the success of our business plan, availability of funds, government regulations, operating costs, our ability to achieve significant revenues, our business model and products and other factors. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "“may"”, "“should"”, "“expect"”, "“plan"”, "“intend"”, "“anticipate"”, "“believe"”, "“estimate"”, "“predict"”, "“potential"” or "“continue"”, the negative of such terms or other comparable terminology. In evaluating these statements, you should consider various factors, including the assumptions, risks and uncertainties set forth in reports and other documents we have filed with or furnished to the SEC. These factors or any of them may cause our actual results to differ materially from any forward-looking statement made in this document. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events, our actual results will likely vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. The forward-looking statements in this document are made as of the date of this document and we do not intend or undertake to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

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~~PART~~TABLE IOF ~~- FINANCIAL INFORMATION~~CONTENTS

~~Item~~FORM ~~1. Financial Statements.~~10-Q

~~The~~QUARTER ~~following~~ENDED ~~unaudited~~MARCH ~~interim financial statements of Sino Fibre Communications~~31, ~~Inc. are included in this quarterly report on Form 10-Q:~~2009

Balance Sheets (Unaudited)	5
Statements of Operations (Unaudited)	6
Statements of Stockholders' Deficit (Unaudited)	7
Statements of Cash Flows (Unaudited)	9
Notes to the Financial Statements (Unaudited)	10

PART I

-FINANCIAL ~~4 -~~INFORMATION

Sino Fibre Communications, Inc.

Item 1. Consolidated Financial Statements (Unaudited)		Page

	Consolidated Balance Sheets as of March 31, 2009 and December 31, 2008	4

	Consolidated Statements of Operations for the three month periods ended March 31, 2009 and 2008 and for the period from inception through March 31, 3009	5

	Consolidated Statements of Stockholders’ Deficit for the period from inception through March 31, 3009	7

	Consolidated Statements of Cash Flows for the three month periods ended March 31, 2009 and 2008 and for the period from inception through March 31, 3009	9

	Selected notes to consolidated financial statements	10

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		14

Item 3. Quantitative and Qualitative Disclosures About Market Risk		15

Item 4. Controls and Procedures		16

-3-

Sino Fibre Communication, Inc.

(A Development Stage Company)

Balance Sheets

			March 31, 2008			December 31, 2007
				March 31, 2009			December 31, 2008
Assets Current:
	~~Cash~~	$Cash	~~219,596~~$	68	$	~~378,732~~$	137
	Certificate of deposit		20,000			-
Total Current Assets				68			137
Total Current Assets			239,596			378,732
Investment				700,000			700,000
License agreement			200,000			200,000
Deposit				2,000,000			2,000,000
Total Assets		$	~~439,596~~$	2,700,068	$	~~578,732~~$	2,700,137
Liabilities
Current:
Accounts payable and accrued liabilities		$	~~288,309~~$	545,522	$	~~283,662~~$	574,900
Interest payable			~~1,411~~	-		~~1,683~~	5,179
Due to related parties			~~363,920~~	268,568		~~332,384~~	253,868
Common stock to be issued for subscriptions funds received			-	-		~~50,000~~	-
Common stock to be issued for consulting services rendered			-	-		~~87,500~~	-
Convertible notes			~~34,422~~	-		~~224,896~~	30,639
Total Current Liabilities			~~688,062~~	814,090		~~980,125~~	864,586
Stockholders' Deficit
Stockholders' Equity (Deficit)
Common Share, $0.001 par value; 25,000,000 shares authorized;
Common Stock, $0.001 par value; 200,000,000 shares authorized;
	Issued and outstanding:
	39,698,172 and 35,125,660 common shares issued and outstanding
27,097,677 and 16,481,000, respectively			27,098			16,481
at March 31, 2009 and December 31, 2008				39,699			35,126
Additional paid-in capital			~~1,915,070~~	6,253,148		~~1,282,002~~	5,806,914
Deficit accumulated during the development stage			~~(2,190,634)~~	(4,406,869)		~~(1,699,876)~~	(4,006,489)
Total Stockholders' Deficit			(248,466)			(401,393)
Total Stockholders' Equity (Deficit)				1,885,978			1,835,551
Total Liabilities and Stockholders' Deficit		$	439,596		$	578,732
Total Liabilities and Stockholders' Equity (Deficit)			$	2,700,068		$	2,700,137

See accompanying notes to the financial statements.

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Sino Fibre Communications, Inc.

~~Statements~~(A ofDevelopment ~~Operations~~Stage ~~(Unaudited~~Company)

			For The Three Months Ended March 31, 2008		For The Three-Month Ended March 31, 2007		For The Period From August 19, 1999 (Inception ) Through March 31, 2008
Revenue		$	-	$	-	$	60
Operating expenses
	General and administrative		7,164		3,950		94,533
	Management fees		9,000		28,500		230,500
	Professional fees		107,447		33,500		380,091
	Travel		11,419		-		11,419
	Consulting		41,000		69,253		1,152,182
Total operating expenses			176,030		135,203		1,868,725
Loss from operations			(176,030)		(135,203)		(1,868,665)
Interest and other income (expense), net			(314,728)		-		(316,394)
Gain on settlement of debt			-		-		4,500
Loss on asset impairment			-		-		(5,500)
Loss before discontinued operations			(490,758)		(135,203)		(2,186,059)
Loss from discontinued operations			-		-		(4,575)
Net loss		$	(490,758)	$	(135,203)	$	(2,190,634)
Weighted average number
	of shares outstanding - basic and diluted		18,648,244		16,481,400
Net loss per share -
	basic and diluted	$	(0.03)	$	(0.01)

Consolidated Statements of Operations

~~See accompanying notes to the financial statements.~~(Unaudited)

- 6 -

			For The Three Months Ended March 31, 2009		For The Three Months Ended March 31, 2008		For The Period From August 19, 1999 (Inception ) Through March 31, 2009

Revenue		$	-	$	-	$	60

Operating expenses
General and administrative			21,419		18,583		143,249
Management fees			36,000		9,000		364,700
Professional fees			27,600		107,447		572,047
Consulting			246,000		41,000		2,934,908
Total operating expenses			331,019		176,030		4,014,904

Loss from operations			(331,019)		(176,030)		(4,014,904)

Interest and other income (expense), net			(69,361)		(314,728)		(386,450)
Gain on settlement of debt			-		-		4,500
Loss on asset impairment			-		-		(5,500)

Loss before discontinued operations			(400,380)		(490,758)		(4,402,294)

Loss from discontinued operations			-		-		(4,575)

Net loss		$	(400,380)	$	(490,758)	$	(4,406,869)

Weighted average number
	of shares outstanding – basic and diluted		37,784,581		18,648,244
Net loss per share -
	basic and diluted	$	(0.01)	$	(0.03)

See accompanying notes to the unaudited consolidated financial statements.

-5-

Sino Fibre Communications, Inc.

~~Statements of Stockholders' Deficit For the Period From August 19, 1999~~ (~~Inception)~~A ~~Through~~Development ~~March~~Stage ~~31, 2008 (Unaudited~~Company)

															Deficit
															Accumulated
	Common Stock			Common Stock To Be Issued			Additional Paid-in		Stock Subscriptions			Deferred			During the Development
	Shares	Amount		Shares	Amount		Capital		Receivable		Compensation			Stage			Total
Balance - August 19, 1999 (Inception)		$	-	-	$	-	$	-	$	-	$		-	$		-	$	-
Stock issued in August 1999 for organizational expenses at $0.001 per share	2,500,000	2,500		-	-		-		-		-			-			2,500
Organizational expenses incurred by a director on behalf of the Company		-		-	-		75		-		-			-			75
Stock issued in August 1999 for "The Biocatalyst License" at a fair value of $0.001 per share	2,000,000	2,000		-	-		-		-		-			-			2,000
Net loss	-	-		-	-		-		-		-			(4,575)			(4,575)
Balance - December 31, 1999	4,500,000	4,500		-	-		75		-		-			(4,575)			-
Net loss		-		-	-		-		-		-			-			-
Balance - December 31, 2000	4,500,000	4,500		-	-		75		-		-			(4,575)			-
Net loss		-		-	-		-		-		-			(4,610)			(4,610)
Balance - December 31, 2001	4,500,000	4,500		-	-		75		-		-			(9,185)			(4,610)
Stock issued in January 2002 for expenses at $0.001 per Share	4,610,000	4,610		-	-		-		-		-			-			4,610
Stock issued in July 2002 for debt settlement at $0.001 per Share	500,000	500		-	-		-		-		-			-			500
Donated rent		-		-	-		500		-		-			-			500
Net loss		-		-	-		-		-		-			(525)			(525)

Consolidated Statements of Stockholders’ Deficit

Balance - December 31, 2002	9,610,000	9,610	-	-	575	-	-	(9,710)	475
Stock issued in January and June 2003 for expenses at $0.001 per share	3,859,000	3,859	-	-	-	-	-	-	3,859
Donated rent	-	-	-	-	500	-	-	-	500
Net loss	-	-	-	-	-	-	-	(5,644)	(5,644)
Balance - December 31, 2003	13,469,000	13,469	-	-	1,075	-	-	(15,354)	(810)
Stock issued in January, July, and August 2004 for expenses at $0.01 per share	416,000	416	-	-	3,744	-	-	-	4,160
Stock issued in September 2004 for expenses at $0.10 per Share	5,000	5	-	-	495	-	-	-	500
Stock issued in July 2004 for cash at $0.01 per share	1,000,000	1,000	-	-	9,000	-	-	-	10,000
Stock issued in September and December 2004 for cash at $0.10 per share	200,100	200	-	-	19,810	-	-	-	20,010
Donated rent	-	-	-	-	500	-	-	-	500
Deferred compensation	-	-	-	-	-	-	(167)	-	(167)
Net loss	-	-	-	-	-	-	-	(38,768)	(38,768)
Balance - December 31, 2004	15,090,100	15,090	-	-	34,624	-	(167)	(54,122)	(4,575)

For the Period From August 19, 1999 (Inception) Through March 31, 2009

~~See accompanying notes to the financial statements.~~(Unaudited)

- 7 -

Deficit

Accumulated

Common Stock

To Be Issued

Additional

Paid-in

Stock Subscriptions

Deferred

During the

Development

Amount

Capital

Receivable

Compensation

Stage

Total

Balance – August 19, 1999 (Inception)

–

Stock issued in August 1999 for organizational expenses at $0.001 per share

2,500,000

2,500

–

2,500

Organizational expenses incurred by a director on behalf of the Company

–

Stock issued in August 1999 for “The Biocatalyst License” at a fair value of $0.001 per share

2,000,000

2,000

–

2,000

Net loss

–

(4,575)

Balance – December 31, 1999

4,500,000

4,500

–

(4,575)

–

Net loss

–

Balance – December 31, 2000

4,500,000

4,500

–

(4,575)

–

Net loss

–

(4,610)

Balance – December 31, 2001

4,500,000

4,500

–

(9,185)

(4,610)

Stock issued in January 2002 for expenses at $0.001 per Share

4,610,000

4,610

–

4,610

Stock issued in July 2002 for debt settlement at $0.001 per Share

500,000

500

–

500

Donated rent

–

500

–

500

Net loss

–

(525)

Balance – December 31, 2002	9,610,000	9,610	–	–	575	–	–	(9,710)	475

Stock issued in January and June 2003 for expenses at $0.001 per share	3,859,000	3,859	–	–	–	–	–	–	3,859

Donated rent	–	–	–	–	500	–	–	–	500

Net loss	–	–	–	–	–	–	–	(5,644)	(5,644)

Balance – December 31, 2003	13,469,000	13,469	–	–	1,075	–	–	(15,354)	(810)

Stock issued in January, July, and August 2004 for expenses at $0.01 per share	416,000	416	–	–	3,744	–	–	–	4,160

Stock issued in September 2004 for expenses at $0.10 per Share	5,000	5	–	–	495	–	–	–	500

Stock issued in July 2004 for cash at $0.01 per share	1,000,000	1,000	–	–	9,000	–	–	-	10,000

Stock issued in September and December 2004 for cash at $0.10 per share	200,100	200	–	–	19,810	–	–	–	20,010

Donated rent	–	–	–	–	500	–	–	–	500

Deferred compensation	–	–	–	–	–	–	(167)	–	(167)

Net loss	–	–	–	–	–	–	–	(38,768)	(38,768)

Balance – December 31, 2004	15,090,100	15,090	–	–	34,624	–	(167)	(54,122)	(4,575)

See accompanying notes to the unaudited consolidated financial statements.

-6-

2296726.2

Sino Fibre Communications, Inc.

														Deficit Accumulated
	Common Stock			Common Stock To Be Issued				Additional Paid-in		Stock Subscriptions		Deferred		During the Development
	Shares	Amount		Shares		Amount		Capital		Receivable		Compensation		Stage		Total
Stock issued in January and March 2005 for cash at $0.10 per share	11,300	$	11		-	$	-	$	1,119	$	-	$	-	$	-	$	1,130
Stock subscriptions received in cash in November 2004	-		-		40,000		40		9,960		-		-		-		10,000
Stock subscribed in December 2005	-		-		1,040,000		1,040		258,960		(260,000)		-		-		-
Donated rent	-		-		-		-		500		-		-		-		500
Deferred compensation	-		-		-		-		-		-		167		-		167
Net loss	-		-		-		-		-		-		-		(43,889)		(43,889)
Balance - December 31, 2005	15,101,400	$	15,101		1,080,000	$	1,080	$	305,163	$	(260,000)	$	-	$	(98,011)	$	(36,667)
Stock issued in March 2006 for cash at $0.25 per share (net)	1,380,000		1,380		(1,080,000)		(1,080)		74,680		260,000		-		-		334,980
Donated accounting fee	-		-		-		-		1,000		-		-		-		1,000
Net loss	-		-		-		-		-		-		-		(673,255)		(673,255)
Balance - December 31, 2006	16,481,400	$	16,481		-	$	-	$	380,843	$	-	$	-	$	(771,266)	$	(373,942)
Stock based compensation	-		-		-		-		526,055		-		-		-		526,055
Discount on benefit conversion factor	-		-		-		-		375,104		-		-		-		375,104
Net loss	-		-		-		-		-		-		-		(928,610)		(928,610)
Balance - December 31, 2007	16,481,400	$	16,481		-	$	-	$	1,282,002	$	-	$	-	$	(1,699,876)	$	(401,393)
Shares issued	492,587		493						137,007								137,500
Common shares for convertible notes	10,123,690		10,124		-		-		496,061		-		-		-		506,185
Net loss	-		-		-		-		-		-		-		(490,758)		(490,758)
Balance - March 31, 2008	27,097,677	$	27,098		-	$	-	$	1,915,070	$	-	$	-	$	(2,190,634)	$	(248,466)

(A Development Stage Company)

~~See~~Consolidated ~~accompanying~~Statements ~~notes~~of toStockholders’ ~~the financial statements.~~Deficiency

-For 8the -Period From August 19, 1999 (Inception) Through March 31,2009

~~Sino Fibre Communications, Inc.~~ (Unaudited)

			For the Three-Months Ended March 31, 2008			For the Three-Months Ended March 31, 2007			For the Period From August 19, 1999 (Inception) Through March 31, 2008
															Deficit Accumulated
Cash Flows From Operating Activities
		Common Stock			Common Stock To Be Issued				Additional Paid-in		Stock Subscriptions		Deferred		During the Development
Net loss		$	(490,758)		$	(135,203)		$	(2,190,634)
		Shares	Amount		Shares		Amount		Capital		Receivable		Compensation		Stage		Total
Adjustments to reconcile net loss to net cash used in operating activities
Stock issued in January and March 2005 for cash at $0.10 per share		11,300	$	11		–	$	–	$	1,119	$	–	$	–	$	–	$	1,130
	Discontinued operations		-			-			4,575
Stock subscriptions received in cash in November 2004		–		–		40,000		40		9,960		–		–		–		10,000
	Common stock to be issued for consulting services		-			-			87,500
Stock subscribed in December 2005		–		–		1,040,000		1,040		258,960		(260,000)		–		–		–
	Gain on settlement of debt		-			-			(4,500)
Donated rent		–		–		–		–		500		–		–		–		500
	Bad debts		-			-			60
Deferred compensation		–		–		–		–		–		–		167		–		167
	Loss on asset impairment		-			-			5,500
Net loss		–		–		–		–		–		–		–		(43,889)		(43,889)
	Donated rent and accounting fee		-			-			3,000
Balance – December 31, 2005		15,101,400	$	15,101		1,080,000	$	1,080	$	305,163	$	(260,000)	$	–	$	(98,011)	$	(36,667)
	Expense settled with issuance of common stock		-			-			11,319
Stock issued in March 2006 for cash at $0.25 per share (net)		1,380,000		1,380		(1,080,000)		(1,080)		74,680		260,000		–		–		334,980
	Stock based compensation		-			27,953			526,055
Donated accounting fee		-		–		–		–		1,000		–		–		–		1,000
	Common stock issued for interest on convertible debt		6,185			-			6,185
Net loss		–		–		–		–		–		–		–		(673,255)		(673,255)
	Amortization of debt discount		309,526						309,526
Balance – December 31, 2006		16,481,400	$	16,481		–	$	–	$	380,843	$	–	$	–	$	(771,266)	$	(373,942)
Changes in operating assets and liabilities:
Stock based compensation		-		-		-		-		526,055		-		-		-		526,055
	Due to related parties		(1,464)			49,117			300,438
Discount on benefit conversion factor		-		-		-		-		375,104		-		-		-		375,104
	Accounts receivable		-			-			(60)
Net loss		-		-		-		-		-		-		-		(928,610)		(928,610)
	Interest payable		(272)			-			1,411
Balance – December 31, 2007		16,481,400	$	16,481		–	$	–	$	1,282,002	$	–	$	–	$	(1,699,876)	$	(401,393)
	Prepaid expenses		-			5,100			-
Shares issued for cash		2,499,431		2,500						778,122								807,622
	Accounts payable and accrued liabilities		37,647			53,051			321,309
Common shares for convertible notes		10,123,690		10,124		-		-		496,061		-		-		-		506,185
Net cash used in operating activities			(139,136)			18			(618,316)
Stock based compensation Shares issued for deposit on fiber optic network		4,108,500 5,000,000		4,108 5,000						1,362,341 1,795,000								1,366,450 1,800,000
Cash Flows From Investing Activities
Shares cancelled		(3,087,361)		(3,087)						3,087								-
Purchase of license agreement			-			-			(200,000)
Options granted June 2006										90,301								90,301
Purchase of certificate of deposit			(20,000)			-			(20,000)
Net loss																(2,306,613)		(2,306,613)
Net cash used in investing activities			(20,000)			-			(220,000)
Balance- December 31, 2008		35,125,660		35,126						5,806,914						(4,006,489)		1,835,551
Cash Flows From Financing Activities
Stock issued for convertible notes		2,050,000		2,050						103,128								105,178
	Restricted cash		-			-			10,000
Stock based compensation		2,522,512		2,523						343,106								345,629
	Borrowing from related parties		-			-			31,792
Net loss		-		-		-		-		-		-		-		(400,380)		(400,380)
	Proceeds from convertible notes		-			-			600,000
Balance – March 31, 2009		39,698,172		39,699		-	$	-	$	6,253,148	$	-	$	-	$	(4,406,869)	$	1,885,978
	Proceeds from stock subscriptions		-			-			50,000
	Common stock issued for cash, net		-			-			366,120
Net cash provided by financing activities			-			-			1,057,912
Net increase/(decrease) in cash			(159,136)			18			219,596
Cash, beginning of year			378,732			5			-
Cash, end of year		$	219,596		$	23		$	219,596
Non-cash Investing and Financing Activities:
2,000,000 shares were issued at a fair value of $0.001 per share for the acquisition of a License			-			-			2,000
Debt issued for website domain name			-			-			5,000
500,000 shares were issued at a fair value of $0.001 per share in settlement of debt			-			-			500
136,000 shares were issued to settle prior period expenses			-			-			1,810
Restricted cash received for stock subscriptions and held in escrow			-			-			10,000
10,123,690 shares were issued when debt was converted			500,000						500,000

~~See accompanying notes to the financial statements.~~ -7-

~~- 9 -~~2296726.2

~~Sino~~See ~~Fibre~~accompanying ~~Communications,~~notes ~~Inc. (A Development Stage Company) Notes~~ to the ~~Condensed~~unaudited ~~Financial~~consolidated ~~Statements~~financial ~~March 31, 2008 (Unaudited)~~statements.

1. Basis of Presentation The accompanying unaudited interim financial statements of Sino Fibre Communications, Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Sino's Annual Report filed with the SEC on Form 10 -KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2007 as reported in the form 108-KSB have been omitted. Accounting Policies Stock Based Compensation On January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123R, "Share-Based Payment" ("SFAS 123R") which establishes accounting for equity instruments exchanged for employee service. The Company utilizes the Black-Scholes option pricing model to estimate the fair value of employee stock based compensation at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Further, as required under SFAS 123R, we now estimate forfeitures for options granted, which are not expected to vest. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from our historical experience with stock-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances. Certificate of Deposit Certificates of deposit are stated at estimated fair value based on publicly available market information. Intangible Assets Intangible assets with indefinite lives are not subject to amortization. At March 31, 2008 and December 31, 2007, such intangible assets consist of a license agreement. Tests for impairment are performed at least annually, or more frequently if events or circumstances indicate that the asset might be impaired. Impairment tests include a comparison of estimated undiscounted cash flows associated with the asset to the asset's carrying amount. If the fair value is less than the carrying value of the asset, an impairment charge is recorded to reduce the value of the asset to fair value.

~~- 10 -~~2296726.2

2.Sino ~~Going~~Fibre ~~Concern The Company is a development stage company. In a development stage company~~Communication, ~~management devotes most of its activities to developing a market for its products and services~~Inc. Planned principal activities have begun but the Company has not generated significant revenues to date. The Company had a net loss of $490,758 and negative cash flows from operations of $139,136 for the three months ended March 31, 2008 and had a working capital deficit of $448,466, and a stockholders' deficiency of $248,466 at March 31, 2008. These matters raise substantial doubt about the Company's ability to continue as a going concern. Continuation of the Company's existence is dependent upon its ability to obtain additional capital. Management's plans in regards to this matter include receiving continued financial support from directors and officers and raising additional equity financing in 2008. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3. (A ~~Related~~Development ~~Party~~Stage ~~Transactions a) As of March 31, 2008, the~~ Company ~~owes $363,920 to related parties. b~~) For the three months ended March 31, 2008, the Company paid a total of $9,000 as salary to the Company's CEOs. As of March 31, 2008, the Company owed its CEO and former CEO in the amount of $295,045 as expense reimbursements and unpaid salary. c) As of March 31, 2008, the Company owed the former CFO in the amount of $29,375 as unpaid salary. d) During the three months ended March 31, 2008, the Company paid consultant fees of $9,000 to one of its 10% or more ownership shareholder. As of March 31, 2008, the Company owed one of its 10% or more ownership shareholder in the amount of $39,500 as consulting fees. 4. Common Stock In March 2008, Sino issued 10,123,690 common shares for convertible notes of $500,000 and interest accrued of $6,185. In 2007, Sino recognized stock based compensation of $526,005 for options and warrants granted and discount on benefit conversion factor of $375,104 for convertible note issued. On March 28, 2006, Sino sold 1,380,000 common shares at $0.25 per share for $334,980. During 2005 and 2004, Sino sold 11,300 and 100,100 common shares, respectively, at $0.10 per share for cash of $1,130 and $10,100. In December 2005, 1,040,000 shares were sold for $260,000. The cash was collected March 2006. In September 2004, Sino established a stock option plan for issuance of up to 2,000,000 common shares. During September 2004, Sino issued 5,000 common shares for services valued at $0.10 per share to a consultant related to website development and maintenance. During 2004, Sino sold 1,100,000 common shares for $20,000 with a private company whose president became a former director. During August 2004, Sino issued 100,000 common shares at $0.01 per share for consulting services. During June 2003, Sino issued 2,000,000 common shares at $0.001 per share to a consultant in settlement of consulting fees of $2,000.

- Statements 11of -Cash Flows

During 2004, 2003, 2002 and prior years, management fees and related expenses of $4,660, $3,859 and $4,610, respectively, were charged to operations pursuant to an executive services agreement with the former president. Sino issued 416,000 at $0.01 and 5,000 at $0.10 per share for 2004, and 3,859,000 and 4,610,000 at $0.001 per share during 2003, and 2002, respectively, for these charges. During July 2002, 500,000 shares were issued at $0.001 per share to settle debt. On August 21, 1999, Sino purchased a license to market and distribute an oxygen enriched water product called Biocatalyst in British Columbia, Canada for 2,000,000 common shares with a fair value of $2,000. During August 1999, Sino issued 1,250,000 common shares at inception and valued at $0.001 per share to each of two individuals in payment of organizational expenses.

			For the Three Months Ended March 31, 2009		For the Three Months Ended March 31, 2008		For the Period From August 19, 1999 (Inception) Through March 31, 2009
Cash Flows Used in Operating Activities
Net loss		$	(400,380)	$	(490,758)	$	(4.406,869)
Adjustments to reconcile net loss to net cash used in operating activities
	Discontinued operations		-		-		4,575
	Common stock to be issued for consulting services		-		-		87,500
	Gain on settlement of debt		-		-		(4,500)
	Bad debts		-		-		60
	Loss on asset impairment		-		-		5,500
	Donated rent and accounting fee		-		-		3,000
	Expense settled with issuance of common stock		-		-		11,319
	Stock based compensation		345,628		-		2,240,933
	Common stock issued for interest on convertible debt		5,179		6,185		11,364
	Amortization of debt discount		69,361		309,526		392,063
Changes in operating assets and liabilities:
	Due to related parties		14,700		(1,464)		238,086
	Accounts receivable		-		-		(60)
	Interest payable		(5,179)		(272)		-
	Prepaid expenses and deposits		-		-		-
	Accrued liabilities		(29,378)		37,647		545,522
Net cash used in operating activities			(69)		(139,136)		(871,507)

Cash Flows Used in Investing Activities
Restricted Cash			-		-		10,000
Purchase of certificate of deposit			-		(20,000)
Investment in Joint Venture			-		-		(700,000)
Prepayment of license agreement			-		-		(200,000)
Net cash provided by (used in) investing activities			-		(20,000)		(890,000)

Cash Flows From Financing Activities
	Repayment of short term borrowings		-		-		(16,959)
	Proceeds from convertible notes		-		-		600,000
	Borrowing from related party		-		-		31,792
	Proceeds from stock subscriptions		-		-		50,000
	Common stock issued for cash, net		-		-		1,096,742
Net cash provided by financing activities			-		-		1,761,575

Net increase/(decrease) in cash			(69)		(159,136)		68
Cash, beginning of year			137		378,732		-
Cash, end of year		$	68	$	219,596	$	68

Non-cash Investing and Financing Activities:
2,000,000 shares were issued at a fair value of $0.001 per share for the acquisition of a License			-		-		2,000
Debt issued for website domain name			-		-		5,000
500,000 shares were issued at a fair value of $0.001 per share in settlement of debt			-		-		500
136,000 shares were issued to settle prior period expenses			-		-		1,810
Restricted cash received for stock subscriptions and held in escrow Shares			-		-		10,000

~~5. Commitments In March 2008, Sino committed to set up two separate business units to pursuit business development projects with Sino~~-Con/SCRC and joint venture with CAMSE. 6. Subsequent Events a) In April 2008, Sino compensated 276,000 common shares to previous investors and granted 7,700,000 common shares to officers, directors and consultants for services performed. In May 2008, 7,976,000 shares of common stock were issued in payment of such compensation and services performed. b) In April 2008, Sino granted 700,000 stock options to consultant, management, director and shareholder for services performed. c) In April 2008, Sino sold 1,671,416 units at $0.31 per unit for net proceeds of $518,138.96. Each unit consists of one common share and one warrant with an exercise price of $0.31. These warrants have a term of two years. Sino used $500,000 of the proceeds as an investment in a joint venture. d) In April 2008, Sino signed a month to month lease agreement for its shared service office space in Hong Kong at a monthly rental of $231. e) In April 2008, the Company's director, Daniel McKinney, replaced Ben Yan as the Company's CEO. f) On April 29, 2008, Sino Fibre entered into an agreement to receive capital raising and financial advisory services free of charge.9-

~~- 12 -~~2296726.2

~~Item~~Conversion ~~2. Management's~~of ~~Discussion~~debt ~~and~~to ~~Analysis~~common orstock 500,000 500, ~~Plan~~000 Stock issued for deposit on purchase of ~~Operation~~fiber optic network 2,000,000 2,000,000 Shares retired previously issued as contributed capital 3,087 3,087 Change from stock payable to equity 137.500 137,500

~~Plan~~See ofaccompanying ~~Operation~~notes to the unaudited consolidated financial statements.

We are a development stage company and have not yet generated or realized any revenues from our current business operations. We currently do not intend to buy or sell any plant or significant equipment during the next twelve months. We currently do not intend to conduct any product research or development other than as set out below. Further, we do not expect significant changes in the number of employees.-10-

~~One of our specific goals is to promote Sino-Con Telecomm Group~~2296726., Ltd., to promote and sell Sino-Con's fiber optic backbone services to foreign telecommunications carriers and corporate users and to assemble a client database. We intend to do this by completing an exclusive services agreement with Sino Con Telecomm Group as soon as is practicable and to determine the demand for such services by international companies and telecom carriers and to market these services directly to such companies and carriers. Once clients have been secured, we intend to hire at least five full time employees.2

Our other specific goal is to devote resources and continue our joint venture with China Association of Small and Medium Enterprises ("CASME"). The joint venture company, China Business Online Company Limited, will explore the Chinese market and introduce e-business and provide barter trade services to Chinese small and medium sized enterprises. CASME is administered by the Chinese National Development and Reform Commission. Sino Fibre intends to invest $6 million dollars to own 85% and will manage the joint venture company business, and CASME intends to bring in Chinese central government sanction, assistance and support, as well as its 4.5 million medium and small private business members to begin the business-to-business and barter exchange will own the remaining 15% of the joint venture.


Sino Fibre Communications, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2009
(Unaudited)


1.	Basis of Presentation

	The accompanying unaudited interim financial statements of Sino Fibre Communications, Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Sino’s Annual Report filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2008 as reported in the form 10-KSB have been omitted. Principles of Consolidation The consolidated financial statements include the accounts of Sino Fibre and its 85% owned subsidiary, China Business Online, after elimination of all significant inter-company accounts and transactions. Minority interests reflecting the 15% equity interest of outside owners has not been reflected as the only transaction has been an equity investment of $700,000 by Sino Fibre and operations have not commenced.

2.	Going Concern Sino Fibre is a development stage company. In a development stage company, management devotes most of its activities to developing a market for its products and services. Planned principal activities have begun but Sino Fibre has not generated significant revenues to date. Sino Fibre had a net loss of $400,380 and had a working capital deficit of $814,022, and a stockholders’ equity of $1,885,978 at March 31, 2009. These matters raise substantial doubt about Sino Fibre’s ability to continue as a going concern. Continuation of Sino Fibre's existence is dependent upon its ability to obtain additional capital. Management’s plans in regards to this matter include receiving continued financial support from directors and officers and raising additional equity financing in 2009. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Limited~~3. Deposit ~~Operating~~on ~~History;~~Fiber ~~Need~~Optic ~~for Additional Capital~~Network

~~There~~The isdeposit noon ~~historical~~a ~~financial~~fiber ~~information~~optic ~~about~~network usin ~~upon~~the ~~which~~amounts ~~to base an evaluation~~ of ~~our~~$2,000,000 ~~performance. We~~represents ~~have~~a ~~not~~security ~~generated~~deposit ~~any~~made ~~revenues~~by ~~from~~Sino ~~operations. We~~to ~~cannot~~Sino-Con ~~guarantee~~Management weCompany ~~will~~Limited befor ~~successful~~the inexclusive ~~our~~right ~~business operations. Our business is subject~~ to ~~risks~~sales ~~inherent~~and inleasing ~~the establishment~~ of athe ~~new~~Sino ~~business~~Con ~~enterprise~~32,000 ~~including~~km ~~limited~~China ~~capital~~nationwide ~~resources~~fiber ~~and~~optic ~~possible cost overruns due to price and cost increases in services~~backbone.

To4. ~~become~~Related ~~profitable~~Party ~~and~~Transactions ~~competitive~~a) As of March 31, we2009, ~~will~~Sino ~~have~~Fibre owes $268,568 to ~~attract~~related ~~customers~~parties. ~~who~~b) ~~will~~For ~~enter~~the ~~into~~three ~~agreements~~months ~~with~~ended ~~Sino-Con~~March ~~Telecomm~~31, ~~Group.~~2009, ~~Ltd.~~Sino toFibre ~~use~~paid ~~Sino-Con's~~$36,000 ~~fiber~~salary ~~optic~~to ~~backbone~~the ~~service~~Company’s orCEO. weAs ~~will~~of ~~have~~March to31, ~~generate~~2009, ~~revenues~~Sino ~~from~~Fibre ~~China~~owed ~~Business~~its ~~Online~~CEO ~~Company Limited~~$268,568` ~~our~~in ~~joint~~expense ~~venture~~reimbursements ~~company~~and ~~with~~unpaid ~~CASME~~salary.

We will require additional financing to cover our costs that we expect to incur over the next twelve months. We believe that debt financing will not be an alternative for funding our operations as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operations. In the absence of such financing, we will not be able to continue and our business plan will fail.-11-

~~- 13 -~~2296726.2

Results of Operations

5.	Shareholders’ Equity
	Sino issues shares of common stock for services received by certain vendors and consultants. The following table summarizes common stock issuances and retirements as of March 31, 2009:
					Common Stock
		Number of Shares			Amount
	Balance as of December 31, ,2007	16,481,400		$	16,481
	Shares issued for cash:
	Private placement at $0.35 per share	142,587			143
	Private placement at $0.31 per share	2,356,844			2,357
	Total shares issued for cash	2,499,431			2,500

	Shares issued for Convertible Notes at $0.05, March 2008	10,000,000			10,000
	Shares issued for interest on Convertible notes, March 2008	123,690			124
	Shares issued for deposit on fiber optic network	5,000,000			5,000
	Shares cancelled	(3,087,361	)		(3,087	)
	Shares issued for stock based compensation, May 2008	2,976,000			2,976
	Shares issued for stock based compensation, October 2008	600,000			600
	Shares issued for consulting fees:
	Shares issued at $0.135, July 2008	300,000			300
	Shares issued at $0.40, August 2008	25,000			25
	Shares issued at $0.40, September 2008	80,000			80
	Shares issued at $0.078, October 2008	127,500			127
	Total shares issued for consulting fees	982,500			982
	Balance as of December 31, 2008	35,125,660			35,126
	Shares issued for Convertible Notes at $0.05, January 2009	2,000,000			2,000
	Shares issued for interest on Convertible notes, January 2009	50,000			50
	Shares issued for stock based compensation, March 2009	2,522,512			2,523
	Balance as of March 31, 2009	39,698,172		$	39,699
	In March 2009, Sino issued 422,512 shares at $0.25 per share in settlement of amounts owed to two former officers and a consultant and another 2,000,000 shares fore services valued at $229,000. In May 2008, Sino cancelled 3,087,361 shares per board minutes. The Shares were retired back into the Company treasury. On March 28, 2006, Sino sold 1,380,000 common shares at $0.25 per share for $334,980. During 2005 and 2004, Sino sold 11,300 and 100,100 common shares, respectively, at $0.10 per share for cash of $1,130 and $10,100. In December 2005, 1,040,000 shares were sold for $260,000. The cash was collected March 2006. In September 2004, Sino established a stock option plan for issuance of up to 2,000,000 common shares. During September 2004, Sino issued 5,000 common shares for services valued at $0.10 per share to a consultant related to website development and maintenance. During 2004, Sino sold 1,100,000 common shares for $20,000 with a private company whose president became a former director. During August 2004, Sino issued 100,000 common shares at $0.01 per share for consulting services. During June 2003, Sino issued 2,000,000 common shares at $0.001 per share to a consultant in settlement of consulting fees of $2,000. During 2004, 2003, 2002 and prior years, management fees and related expenses of $4,660, $3,859 and $4,610, respectively, were charged to operations pursuant to an executive services agreement with the former president. Sino issued 416,000 at $0.01 and 5,000 at $0.10 per share for 2004, and 3,859,000 and 4,610,000 at $0.001 per share during 2003, and 2002, respectively, for these charges. During July 2002, 500,000 shares were issued at $0.001 per share to settle debt. On August 21, 1999, Sino purchased a license to market and distribute an oxygen enriched water product called Biocatalyst in British Columbia, Canada for 2,000,000 common shares with a fair value of $2,000. During August 1999, Sino issued 1,250,000 common shares at inception and valued at $0.001 per share to each of two individuals in payment of organizational expenses.

~~Revenues~~-12-

~~We have not generated any revenues from our operations during the three-month period ended March 31, 2008 or during last two years~~2296726.2

~~Expenses~~SUMMARY OF STOCK OPTIONS

WeIn ~~incurred~~October ~~operating expenses of $176~~2008,~~030~~ ~~for~~Sino established the ~~three-month~~2008 ~~period~~Stock ~~ended~~Incentive ~~March~~Plan ~~31,~~ (“2008, ~~as compared to $135~~Plan”),~~203~~ ~~for~~which authorized the ~~same~~issuance ~~period~~of in4,000,000 ~~2007. This~~shares ~~increase~~ of ~~$40,827~~common orstock ~~30%~~to ~~for~~certain ~~the~~employees ~~three-month~~and ~~period~~consultants ~~over~~of the ~~same~~Company. The ~~period~~2008 ~~last~~Plan ~~year~~includes ~~was~~awards ~~the~~of ~~result~~shares of ancommon ~~increase~~stock ~~in professional fees~~ and ~~travel~~options ~~expenses. Our general and administrative expenses increased to $7,164~~ for ~~the~~shares ~~three~~of ~~months ended March 31, 2008 from $3,950 for~~ the ~~three~~Company’s ~~months~~common ~~ended March 31, 2007~~stock. ~~This~~ ~~increase~~Most of ~~81%~~the ~~was~~stock ~~due~~options tovest anand ~~increase~~become inexercisable ~~business~~immediately ~~activities. Our~~and ~~management~~have ~~fees~~a ~~decreased~~contractual tolife ~~$9,000~~of ~~for~~two ~~the~~years. ~~three-month~~As ~~period~~of ~~ended~~December ~~March~~ 31, 2008 ~~from $28~~,~~500~~ ~~for the three-month period ended March 31~~2, ~~2007~~250,000 aoptions ~~decrease~~or ofshares ~~68%,~~were ~~which~~available ~~was~~for ~~due~~issuance tounder athe ~~change~~2008 ~~of management~~Plan. ~~Our~~ ~~professional~~Certain ~~fees~~options ~~increased~~under ~~to $107,447 for~~ the ~~three~~Option ~~months~~Plans ~~ended~~are ~~March~~intended ~~31, 2008 from $33,500 for the same period in 2007, an increase of 220% due~~ to aqualify ~~joint~~as ~~venture~~incentive ~~set-up~~stock inoptions ~~China. Our~~pursuant ~~travel expenses increased~~ to ~~$11,419~~Section ~~for~~422A ~~the~~of ~~three-month period ended March 31, 2008 from nil for~~ the ~~three-month~~Internal ~~period~~Revenue ~~ended~~Code. Sino ~~March~~issues ~~31,~~new ~~2007~~shares ~~and~~of ~~this~~common ~~increase~~stock ~~was due~~ to ansatisfy ~~increase in business development. Our consulting expenses decreased to $41,000 for~~ the ~~three-month~~issuance ~~period~~of ~~ended~~shares ~~March~~under ~~31,~~this ~~2008 from $69,253 for the three~~stock-~~month~~based ~~period~~compensation ~~ended March 31, 2007, a decrease of 41% due to the expiration of certain consulting agreements~~plan.

~~Liquidity~~Stock ~~and Capital Resources~~Options

AsThe atfollowing ~~March~~table ~~31,~~summarizes ~~2008,~~the westock ~~had~~option ~~cash~~activity ~~and~~under ~~certificates~~the of2008 ~~deposit of $239,596 and a working capital deficit of $448,466.~~Plan:

Cash Used in Operating Activities

					Weighted
	Outstanding and			Weighted	Average
	Exercisable			Average	Remaining
	Options			Exercise Price	Contractual Life
Balance, December 31, 2006	700,000		$	0.27	-
Options granted	1,350,000			0.25	1 year
Options expired	(200,000	)		0.25	-

Balance, December 31, 2007	1,850,000			0.26	1 year
Options cancelled and expired	(700,000	)		0.27	-

Balance, December 31, 2008	1,150,000			0.25	1 year
Options expired	(250,000)

Balance, March 31, 2009	900,000		$	0.25	1 year

~~Net~~SUMMARY ~~cash~~OF ~~used~~STOCK in operating activities was $139,136 for the three-month period ended March 31, 2008. For the same period in 2006, there was net cash of $18. For the period from August 19, 1999 (inception) to March 31, 2008, net cash used in operating activities was $618,316. These balances are mainly made up of our net losses as disclosed above.WARRANTS

~~Cash~~A ~~Used~~summary of the change in ~~Investing~~common ~~Activities~~stock purchase warrants is as follows:

Net cash used in investing activities was $20,000 for the three-month periods ended March 31, 2008 and 2007. Net cash used in investing activities was $220,000 for the period from August 19, 1999 (inception) to March 31, 2008.

			Weighted	Weighted Average
	Outstanding		Average	Remaining
	Warrants		Exercise Price	Contractual Life
Balance, December 31, 2006	0	$	-	-
Warrants issued	12,571,428		0.22	1 year
Warrants exercised	0		-
Warrants expired	0		-

Balance, December 31, 2007	12,571,428		0.22	1 year
Warrants issued	2,356,844		0.31
Warrants exercised	-		-
Warrants expired	-		-

Balance, December 31, 2008	14,928,272		0.24	1 year
Warrants issued	1,000,000		0.50	5 years
Warrants exercised	-
Warrants expired	-

Balance, March 31, 2009	15,928,272	$	0.26	3 years

- 14 -

Commitments

In June 2008, Sino signed a month to month lease agreement for its shared service office in New York at a monthly rental of $325.

In May 2008, Sino entered into an agreement with consultant for services performed at a monthly compensation of $5,000 for 24 months.

In May 2008, Sino entered into an agreement with Shenzhen Unionpay EPS Financial Service Co. Ltd. to develop online ecommerce in China.

On April 29, 2008, Sino Fibre entered into an agreement to receive capital raising and financial advisory services free of charge.

In April 2008, Sino signed a lease agreement for its shared service office space in Hong Kong at a monthly rental of $231.

In March 2008, Sino committed to set up two separate business units to pursuit business development projects with Sino-Con/SCRC and joint venture with CAMSE.

Subsequent Events

There were no material subsequent events.

~~Cash from Financing Activities~~-13-

~~We have funded our business to date primarily from sales of our common stock~~2296726. We did not obtain any cash from financing activities during the three months ended March 31, 2008. However, from our incorporation on August 19, 1999 to March 31, 2008, we have raised a total of $1,057,912 from private offerings of our securities.2

ThereItem are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing2. If weManagement’s areDiscussion unableand toAnalysis achieve the financing necessary to continue our plan of operations,Financial thenCondition we will not be able to continue our operations and ourResults businessof will failOperation.

~~Going~~We ~~Concern~~are a development stage company and have not yet generated or realized any revenues from our current business operations. We currently do not intend to buy or sell any plant or significant equipment during the next twelve months. We currently do not intend to conduct any product research or development other than as set out below. Further, we do not expect significant changes in the number of employees.

WeOne ~~are~~of aour ~~development~~specific ~~stage~~goals ~~company. In~~is ato ~~development~~promote ~~stage~~Sino-Con ~~company~~Telecomm Group., ~~management~~Ltd., ~~devotes~~to ~~most~~promote ofand ~~its~~sell ~~activities~~Sino-Con’s fiber optic backbone services to ~~developing~~foreign atelecommunications ~~market~~carriers ~~for~~and ~~its~~corporate ~~products~~users and ~~services~~to assemble a client database. ~~Planned~~ We ~~principal~~intend ~~activities~~to ~~have~~do ~~begun,~~this ~~but~~by wecompleting ~~have~~an ~~not~~exclusive ~~generated~~services ~~revenues~~agreement towith ~~date. For~~Sino ~~these~~Con ~~reasons,~~Telecomm ~~our~~Group ~~auditors~~as ~~stated~~soon inas ~~their~~is ~~report~~practicable ~~for~~and to determine the ~~period~~demand ~~from~~for ~~August~~such ~~19,~~services ~~1999~~by ~~(inception)~~international ~~through~~companies ~~December~~and ~~31,~~telecom ~~2006~~carriers ~~that~~and ~~they~~to market these services directly to such companies and carriers. Once clients have ~~substantial~~been ~~doubt~~secured, we ~~will~~intend beto ~~able~~hire toat ~~continue~~least asfive afull ~~going~~time ~~concern~~employees.

~~Future~~Our ~~Financing~~other specific goal is to devote resources and continue our joint venture with China Association of Small and Medium Enterprises (“CASME”). The joint venture company, China Business Online Company Limited, will explore the Chinese market and introduce e-business and provide barter trade services to Chinese small and medium sized enterprises. CASME is administered by the Chinese National Development and Reform Commission. Sino Fibre intends to invest $6 million dollars to own 85% and will manage the joint venture company business, and CASME intends to bring in Chinese central government sanction, assistance and support, as well as its 4.5 million medium and small private business members to begin the business-to-business and Barter Exchange will own the remaining 15% of the joint venture.

WeLimited anticipateOperating continuingHistory; toNeed rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debtAdditional or other financing to fund our planned operations.Capital

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

~~We have no 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.14-

~~Item 3~~2296726. ~~Quantitative and Qualitative Disclosures About Market Risk.~~2

~~Not~~To ~~applicable~~become profitable and competitive, we will have to attract customers who will enter into agreements with Sino-Con Telecomm Group., Ltd. to use Sino-Con’s fiber optic backbone service or we will have to generate revenues from China Business Online Company Limited, our joint venture company with CASME.

-We 15will -require additional financing to cover our costs that we expect to incur over the next twelve months. We believe that debt financing will not be an alternative for funding our operations as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operations. In the absence of such financing, we will not be able to continue and our business plan will fail.

ItemResults 4. Controlsof and Procedures.Operations

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to management, including the our Chief Executive Officer (as our chief executive officer and chief financial officer), to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As of the end of the period covered by this report, and under the supervision and with the participation of management, including our Chief Executive Officer, who is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, such persons conducted an evaluation of the effectiveness of the design and operation of these disclosure controls and procedures. Based on this evaluation and subject to the foregoing, our Chief Executive Officer concluded that these controls are not effective because there are material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over reporting such that there is a reasonable possibility that that a material misstatement our annual or interim financial statements will not be prevented or detected on a timely basis.Revenues

~~The~~We ~~material~~have ~~weakness~~not ~~relates~~generated toany ~~the~~revenues ~~monitoring~~from ~~and review of work preformed by~~ our ~~Chief~~operations ~~Executive~~during ~~Officer in~~ the ~~preparation~~three-month ofperiod ~~audit~~ended ~~and~~March ~~financial statements~~31, ~~footnotes~~2009 ~~and~~or ~~financial~~during ~~data~~last ~~provided~~two ~~to Sino Fibre's registered public accounting firm in connection with the annual audit~~years. All of our accounting functions including financial reporting are currently carried out and reviewed by our Chief Executive Officer. At this time, we do not have a Chief Financial Officer and we do not have a separate audit committee. The lack of accounting staff results in a lack of segregation of duties and technical accounting experience necessary for an effective internal control system.

We recognize the importance of internal controls. As we are currently a development stage company with limited ongoing financial operations, management is making an effort to mitigate this material weakness to the fullest extent possible. At present this is done by having the Chief Executive Officer review our financial statements, account reconciliations and accounts payable reports that have been prepared by financial consultant for reasonableness. All unexpected results are investigated. At any time, if it appears that any control can be implemented to continue to mitigate such weakness, it will be immediately implemented. As we grow in size and as our finances allow, management will hire sufficient accounting staff and implement appropriate procedures for monitoring and review of work performed by our financial consultant.Expenses

~~During~~We incurred general and administrative expenses of $21,419 for the three-month period ended March 31, ~~2008~~2009, ~~there~~as ~~have~~compared ~~not~~to ~~been~~$18,583 ~~any~~for ~~changes in~~ the ~~our~~same ~~internal~~period ~~controls~~in ~~that have materially affected or are reasonably likely to materially affect~~2008, ~~the~~an ~~our~~increase ~~internal~~of ~~control over financial reporting. However~~$2,836 ~~please~~or ~~note the discussion above~~15%.

-Our 16management fees increased to $36,000 for the three-months ended March 31, 2009 from $9,000 for the same period last year due to a change of management.

~~PART~~Our IIprofessional -fees ~~OTHER~~decreased ~~INFORMATION~~to $27,600 for the three months ended March 31, 2009 from $107,447 for the same period in 2007, a decrease of 74%, mainly due to the set up costs of the joint venture in China last year.

~~Item~~Our ~~1. Legal~~consulting ~~Proceedings~~expenses increased to $246,000 for the three-months ended March 31, 2009 from $41,000 for the three-months ended March 31, 2008, an increase of 500% due to securing of new consulting agreements.

WeLiquidity are not presently a party to any legal proceedings and, toCapital our knowledge, no such proceedings are threatened or contemplated.Resources

~~Item~~As ~~2. Unregistered~~at ~~Sales~~March of31, ~~Equity~~2009, ~~Securities~~we ~~and~~had ~~Use~~cash of ~~Proceeds~~$68.

InCash ~~March~~Used ~~2008, convertible note holders holding approximately $506,185~~ in ~~principal~~Operating and interest amount converted their convertible notes into shares of common stock of the Company. As a result of this conversion, a total of 10,123,690 shares of common stock and warrants to purchase 10,123,690 shares of common stock were issued in March 2008. We completed the private placement of these 5% convertible notes due January 1, 2009 for an aggregate principal amount of $600,000 in December 2007. The principal amount of the convertible notes, and all accrued and unpaid interest thereon, is due and payable on the maturity date. The convertible notes are pre-payable at any time without premium or penalty. The holders of these convertible notes are entitled at their option to convert all or any portion of the principal amount of their convertible note into units, with each unit consisting of one share of common stock of Sino Fibre and one warrant to purchase one share of common stock, at any time after 90 days from the issuance of their convertible note and subject to other conditions. The conversion price is $0.05 per unit. Upon conversion, the interest accrued or accruing from the date of issuance to the date of conversion will be paid in units calculated at $0.05 per unit and will constitute payment in full of any such interest on the same terms as would otherwise apply to the conversion of the principal amount. Each warrant entitles the holder to purchase one share of common stock for up to two years from the date of issuance of the warrant with an exercise price equal to $0.20 per share. The convertible notes were offered and sold to purchasers who purchased as offshore investors in compliance with Regulation S adopted under the Securities Act of 1933, as amended. The offering of the convertible notes was non-brokered. The proceeds of the convertible note offering is used to pursue potential business opportunities, including opportunities with Sino-Con Telecom Group Co., Ltd. and for general working capital.Activities

~~Item~~Net 3cash used in operating activities was $69 for the three-month period ended March 31, 2009. ~~Defaults~~ For ~~Upon~~the ~~Senior~~same ~~Securities~~period in 2008, there was net cash used of $139,136. For the period from August 19, 1999 (inception) to March 31, 2009, net cash used in operating activities was $871,507. These balances are mainly made up of our net losses as disclosed above.

~~None.~~Cash Used in Investing Activities

~~Item~~Net 4cash used in investing activities was zero for the three-month period ended March 31, 2009 and $139,136 for the three months ended March 31, 2008. ~~Submission~~ Net ofcash ~~Matters~~used toin ainvesting ~~Vote~~activities ofwas ~~Security~~$890,000 ~~Holders~~for the period from August 19, 1999 (inception) to March 31, 2009.

NoCash matters were submitted to our security holders for a vote during the three months ended March 31, 2008 other than as follows. On December 10, 2007 our Board of Directors unanimously approved the amendment to our articles of incorporation to increase our authorized stock from ~~25,000,000~~Financing shares of common stock with a par value of $0.001 to 200,000,000 shares of common stock with a par value of $0.001 per share. Subsequent to our board of directors' approval of the amendment, the holders of the majority of the outstanding shares of common stock of our company provided their written consent to the amendments to our articles of incorporation on January 11, 2008. An information statement pursuant to Regulation 14C of the Securities Exchange Act of 1934 in regard to this amendment was sent to all security holders. Following the expiration of the twenty-day period required by Rule 14c and the provisions of Chapter 78 of the Nevada Revised Statutes, our company filed articles of amendment to amend our articles of incorporation to give effect to the amendment.Activities

-We 17have -funded our business to date primarily from sales of our common stock but did not sell any common stock during the three months ended March 31, 2009. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our operations and our business will fail.

~~Item 5. Other Information.~~-15-

~~In March 2008, convertible note holders holding approximately $506,185 in principal and interest amount converted their convertible notes into shares of common stock of the Company~~2296726. ~~As a result of this conversion, a total of 10,123,690 shares of common stock and warrants to purchase 10,123,690 shares of common stock were issued in March 2008.~~2

~~Item~~Going ~~6. Exhibits.~~Concern

~~The~~We ~~following~~are ~~exhibits~~a ~~are~~development ~~attached~~stage ~~hereto:~~company. In a development stage company, management devotes most of its activities to developing a market for its products and services. Planned principal activities have begun, but we have not generated revenues to date. For these reasons, our auditors stated in their report for the period from August 19, 1999 (inception) through December 31, 2008 that they have doubt we will be able to continue as a going concern.

Exhibit No.	Description of Exhibit
31.1	Certification of principal executive officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended
31.2	Certification of principal financial officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Future Financing

-We 18anticipate -continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned operations.

~~SIGNATURES~~Off-Balance Sheet Arrangements

InWe ~~accordance~~have ~~with~~no ~~the~~off-balance ~~requirements~~sheet ofarrangements ~~the~~that ~~Exchange~~have ~~Act,~~or ~~the~~are ~~registrant~~reasonably ~~caused~~likely ~~this~~to ~~report~~have toa becurrent ~~signed~~or future effect on ~~its~~our ~~behalf~~financial bycondition, ~~the~~changes ~~undersigned~~in financial condition, ~~thereunto~~revenues ~~duly~~or ~~authorized~~expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

SINOItem FIBRE3. COMMUNICATIONS,Quantitative INCand Qualitative Disclosures About Market Risk.

~~By: /s/~~Not ~~Daniel Mckinney ______________________________________ Daniel Mckinney Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)~~applicable.

MayItem 20,4. 2008Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the our Chief Executive Officer (as our chief executive officer and chief financial officer), to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As of the end of the period covered by this report, and under the supervision and with the participation of management, including our Chief Executive Officer, who is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, such persons conducted an evaluation of the effectiveness of the design and operation of these disclosure controls and procedures. Based on this evaluation and subject to the foregoing, our Chief Executive Officer concluded that these controls are not effective because there are material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over reporting such that there is a reasonable possibility that that a material misstatement our annual or interim financial statements will not be prevented or detected on a timely basis.

Changes in Internal Control Over Financial Reporting

During the period covered by this report, there have not been any changes in the our internal controls that have materially affected or are reasonably likely to materially affect, the our internal control over financial reporting. However, please note the discussion above.

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2296726.2

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not presently a party to any legal proceedings and, to our knowledge, no such proceedings are threatened or pending.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

No stock was sold for valuable consideration during the three months ended March 31, 2009.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to our security holders for a vote during the three months ended March 31, 2009.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits are attached hereto:

Exhibit No.	Description of Exhibit
31.1	Certification of principal executive officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended, filed herewith
31.2	Certification of principal accounting officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended, filed herewith
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith

-17-

2296726.2

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SINO FIBRE COMMUNICATIONS, INC.

By:

/s/ Daniel Mckinney

______________________________________
Daniel Mckinney
Chief Executive Officer
(Principal Executive Officer and
Principal Financial Officer)

July 14, 2011

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2296726.2

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