10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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:  September 30, 2010

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  ______________   to  _______________

Commission file number 000-29219

SINOCUBATE, INC.

(Exact name of registrant as specified in its charter)

Nevada	98-0199508
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

65 Broadway, 7th Floor New York, New York	10006
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number (212) 359 4300

(Former name, former address and former fiscal year, if changed since last report)

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 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 days.

Yes x No ¨

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

Large Accelerated Filer	¨	Accelerated Filer	¨
Non Accelerated Filer	¨	Smaller Reporting Company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x No ¨

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING

THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ¨ No ¨ Not Applicable

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares of common stock outstanding as of September 30, 2010 was 995,655.

SINOCUBATE, INC.

FORM 10-Q

PART I – FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	F-1
	BALANCE SHEETS (Unaudited)	F-2
	STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)	F-3
	STATEMENT OF CASH FLOWS (Unaudited)	F-4
	STATEMENT OF STOCKHOLDERS’ DEFICIENCY (Unaudited)	F-5
	NOTES TO FINANCIAL STATEMENTS (Unaudited)	F-8
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6
ITEM 4.	CONTROLS AND PROCEDURES	6
PART II – OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	6
ITEM 1A.	RISK FACTORS	7
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	7
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	7
ITEM 5.	OTHER INFORMATION	7
ITEM 6.	EXHIBITS	7
SIGNATURES		8

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SINOCUBATE, INC. 

(A Development Stage Company)

FINANCIAL STATEMENTS

September 30, 2010

(Unaudited)

F-1

SINOCUBATE, INC.

(A Development Stage Company)

BALANCE SHEET

(Unaudited)

(Stated in US Dollars)

	September 30,			December 31,
	2010(unaudited)			2009(audited)
ASSETS	$	—		$	—
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		—			—
Capital stock		—			—
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued or outstanding as of 09/30/2010		—			—
Common stock, $0.001 par value, 100,000,000 shares authorized, 995,655 shares issued and outstanding as of 09/30/2010		996			996
Additional paid-in capital		2,346,665			2,334,665
Deficit		(1,305,454	)		(1,305,454	)
Deficit accumulated during the development stage		(1,042,207	)		(1,030,207	)
	$	—		$	—

SEE ACCOMPANYING NOTES

F-2

SINOCUBATE, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(Stated in US Dollars)

	Three months ended						Nine months ended						January 1, 2004 (Date of Inception of the Development  Stage) to
	September 30,						September 30						September 30,
	2010			2009			2010			2009			2010
General and administrative expenses
Amortization	$	-		$	-		$	-		$	-		$	27,077
Bad debt		-			-			-			-			525
Corporate promotion														13,920
Finance charges					-						-			27,397
Insurance														15,901
Interest on notes payable					-						-			34,648
Management and consultant fees					-						-			314,374
Office supplies and services		1,000			-			3,000			-			50,744
Professional fees		3,000			4,000			9,000			13,802			318,517
Rent		-			-						-			16,311
Wages														84,258
Loss before other items		(4,000	)		(4,000	)		(12,000	)		(13,802	)		(903,672	)
Other items
Loss on disposition of equipment		-			-			-			-			(15,028	)
Write-down of intangible assets		-			-			-			-			(50,001	)
Write-off of payables					-						-			73,607
Write-off of notes payable						-								14,823
Gain on settlement of lawsuit					-									44,445
Gain on sales of investment											-			31,874
Other income					-						-			42,530
Income (loss) from continuing operations		(4,000	)		(4,000	)		(12,000)			(13,802	)		(761,422	)
Operating income (loss) from discontinued Operations														(388,905	)
Gain (Loss) on sale of discontinued operations					-						-			108,120
Net income (loss)	$	(4,000	)	$	(4,000	)	$	(12,000	)	$	(13,802	)	$	(1,042,207	)
Basic and diluted income (loss) per common share	$	(0.004	)	$	(0.004	)	$	(0.01	)	$	(0.01	)
Weighted average number of common share outstanding – basic and diluted		995,655,			995,655			995,655			995,655
Comprehensive loss
Net income (loss)	$	(4,000	)	$	(4,000	)	$	(12,000	)	$	(13,802	)	$	(1,042,207	)
Foreign currency translation adjustment					-						-
Total comprehensive income(loss)	$	(4,000	)	$	(4,000	)	$	(12,000	)	$	(13,802	)	$	(1,042,207	)

SEE ACCOMPANYING NOTES

F-3

SINOCUBATE, INC.

(A Development Stage Company)

STATEMENT OF CASH FLOWS

(Unaudited)

(Stated in US Dollars)

							January 1, 2004
							(Date of Inception
							of the Development
	Nine months ended						Stage) to
	September 30,						September 30,
	2010			2009			2010
Cash flows from operating activities
Net income (loss)	$	(12,000	)	$	(13,802	)	$	(1,042,207	)
Adjustments to reconcile net loss to net cash used in operating activities:
Finance charges		-			-			27,387
Accrued interest on notes payable		-			-			31,414
Amortization		-			-			27,077
Accrued Expenses and service costs assumed by majority shareholder		12,000			13,802			89,310
Foreign exchange effect on notes payable		-			-			5,303
Issuance of common stock for services		-			-			1,000
Stock-based compensation		-			-			4,460
Loss on disposition of equipment		-			-			225,184
Write-down of intangible assets		-			-			360,001
Write-off of payables		-			-			(73,607)
Write-off of notes payable		-			-			(18,729	)
Gain on settlement of lawsuit		-			-			(44,445	)
Gain on sale of discontinued operations		-			-			(108,121	)
Gain on sale of investments		-			-			(31,874)
Other Income		-			-			(45,530)
Changes in non-cash working capital items:		-			-			-
Accounts payable and accrued liabilities		-			-			143,521
Cash used in continuing operations		-			-			(422,836	)
Discontinued operations		-				-		(171,213	)
Net cash used in operating activities		-			-			(640,784	)
Cash flows from investing activities
Proceeds from sale of subsidiary		-			-			1
Proceeds from assets disposition		-			-			5,458
Purchase of equipment		-			-			(5,808	)
Net cash used in investing activities		-			-			(349	)
Cash flows from financing activities
Settlement of notes payable		-			-			398,614
Proceeds from issuance of common stock		-			-			1,000
Net cash provided by financing activities		-						399,614
					-
Effect of exchange rate changes on cash		-			-			(14,734	)
Change in cash from continuing operations					-			(209,518	)
		-
Cash, beginning of period					-			209,518
		-
Cash, ending of period	$	-			-		$	-

Supplemental cash flow information

SEE ACCOMPANYING NOTES

F-4

SINOCUBATE, INC.

 (A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ DEFICIENCY

(Unaudited)

(Stated in US Dollars)

														Accumulated						Deficit Accumulated
								Additional						Other						During the
	Common Shares				Treasury			Paid-in			Subscriptions			Comprehensive						Development
	Number		Amount		Stock			Capital			Received			Income			Deficit			Stage		Total
May 3, 1989 (Inception) through December 31, 1997		60,022	$	600	$	-		$	9,400		$	-		$	-		$	(10,000	)	$	-	$	-
Net loss		-		-		-			-			-			-			(148,931	)		-		(148,931	)
Shares issued for cash		180,000		1,800		-			148,200			2,000			-			-			-		152,000
Balance at December 31, 1998		240,022		2,400		-			157,600			2,000			-			(158,931	)		-		3,069
Net loss		-		-		-			-			-			-			(511,587	)		-		(511,587	)
Foreign currency translation adjustment		-		-		-			-			-			(14,130	)		-			-		(14,130	)
Share issued for services		15,000		150		-			124,850			-			-			-			-		125,000
Subscription receivable		12,000		120		-			99,880			8,000			-			-			-		108,000
Share issued for intangible assets		15,000		150		-			124,850			-			-			-			-		125,000
Balance at December 31, 1999		282,022		2,820		-			507,180			10,000			(14,130	)		(670,518	)		-		(164,648	)
Net loss		-		-		-			-			-			-			(339,063	)		-		(339,063	)
Foreign currency translation adjustment		-		-		-			-			-			18,885			-			-		18,885
Shares issued for cash		21,600		216		-			259,784			-			-			-			-		260,000
Shares issued for settlement of debt		4,500		45		-			174,955			-			-			-			-		175,000
Subscription receivable		600		6		-			9,994			(200	)		-			-			-		9,800
Subscription received		30,000		300		-			499,700			(9,350	)		-			-			-		490,650
Stock option benefit		-		-		-			14,235			-			-			-			-		14,235
Balance at December 31, 2000		338,722		3,387		-			1,465,848			450			4,755			(1,009,581	)		-		464,859
Net loss		-		-		-			-			-			-			375,621			-		375,621
Foreign currency translation adjustment		-		-		-			-			-			13,629			-			-		13,629
Shares issued for cash		300		3		-			2,247			-			-			-			-		2,250
Subscription received		-		-		-			-			200			-			-			-		200
Stock option benefit		-		-		-			118,920			-			-			-			-		118,920
Repurchase of common stock for treasury		-		-		(270	)		(6,611	)		-			-			-			-		(6,881	)
Balance at December 31, 2001		339,022		3,390		(270	)		1,580,404			650			18,384			(633,960	)		-		968,598
Net loss		-		-		-			-			-						(63,864	)		-		(63,864	)
Foreign currency translation adjustment		-		-		-			-						(1,155	)					-		(1,155	)
Shares issued for cash		4,500		45		-			33,705			-			-			-			-		33,750
Balance at December 31, 2002		343,522	$	3,435	$	(270	)	$	1,614,109		$	650		$	17,229		$	(697,824	)	$	-	$	937,329

SEE ACCOMPANYING NOTES

F-5

SINOCUBATE, INC.

 (A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ DEFICIENCY

(Unaudited)

(Stated in US Dollars)

																			Deficit
													Accumulated						Accumulated
								Additional					Other						During the
	Common Shares				Treasury			Paid-in		Subscriptions			Comprehensive						Development
	Number		Amount		Stock			Capital		Received			Income			Deficit			Stage			Total
Balance at December 31, 2002		343,522		3,435		(270	)		1,614,109		650			17,229			(697,824	)		-			937,329
Net loss		-		-		-			-		-			-			(607,630	)		-			(607,630	)
Foreign currency translation adjustment		-		-		-			-		-			1,752			-			-			1,752
Stock option benefit		-		-		-			11,800					-			-			-			11,800
Cancellation of agreement		-		-		-					(650	)		-			-			-			(650	)
Share issues for cash on exercise of options		12,000		120		-			11,880		-			-			-			-			12,000
Share issues for consulting services		45,000		450		-			49,675		-			-			-			-			50,125
Share issues for intangible assets		60,000		600		-			104,400		-			-			-			-			105,000
Share issued for software		60,000		600		-			53,400		-			-			-			-			54,000
Balance at December 31, 2003		520,522		5,205		(270	)		1,845,264		-			18,981			(1,305,454	)		-			563,726
Net loss		-		-		-			-		-			-			-			(795,364	)		(795,364	)
Foreign currency translation adjustment		-		-		-			-		-			(238	)		-			-			(238	)
Stock-based compensation		-		-		-			4,460		-			-			-			-			4,460
Shares issued for cash on exercise of options		1,000		10		-			990		-			-			-			-			1,000
Share issued for debt		140,000		1,400		-			68,600		-			-			-			-			70,000
Share issued for consulting services		2,000		20		-			980		-			-			-			-			1,000
Balance at December 31, 2004		663,522		6,635		(270	)		1,920,294		-			18,743			(1,305,454	)		(795,364	)		(155,416	)
Net loss		-		-		-			-		-			-			-			(54,416	)		(54,416	)
Foreign currency translation adjustment		-		-		-			-		-			(702	)		-			-			(702	)
Share issues for consulting services		18,000		180		-			8,820		-			-			-			-			9,000
Balance at December 31, 2005		681,522		6,815		(270	)		1,929,114		-			18,041			(1,305,454	)		(849,780	)		(201,534	)
Net loss		-		-		-			-		-			-			-			(36,575	)		(36,575	)
Foreign currency translation adjustment		-		-		-			-		-			563			-			-			563
Share issues for debt		50,000		500		-			24,500		-			-			-			-			25,000
Balance at December 31, 2006		731,522	$	7,315	$	(270	)	$	1,953,614	$	-		$	18,604		$	(1,305,454	)	$	(886,355	)	$	(212,546	)

SEE ACCOMPANYING NOTES

F-6

SINOCUBATE, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

(Unaudited)

(Stated in US Dollars)

																					Deficit
															Accumulated						Accumulated
										Additional					Other						During the
	Common Shares						Treasury			Paid-in			Subscriptions		Comprehensive						Development
	Number			Amount			Stock			Capital			Received		Income			Deficit			Stage			Total
Balance at December 31, 2006		731,522		$	7,315		$	(270	)	$	1,953,614		$	-	$	18,604		$	(1,305,454	)	$	(886,355	)	$	(212,546	)
Net loss		-			-			-			-			-		-			-			(170,950	)		(170,950	)
Discount on notes payable		-			-			-			20,573			-		-			-			-			20,573
Foreign currency translation adjustment		-			-			-			-			-		(13,391	)		-			-			(13,391	)
Balance at December 31, 2007		731,522			7,315			(270	)		1,974,187			-		5,213			(1,305,454	)		(1,057,305	)		(376,314	)
Issuance of new shares		284,637			2,846						267,559														270,405
Cancellation of shares		(20,504	)		(205	)		270			(65	)													-
Service costs assumed by majority stockholder											32,000														32,000
Change in par value of common share from $0.01 per share to $0.001 per share					(8,960	)					8,960
Net income		-			-			-			-			-		-			-			79,122			79,122
Foreign currency translation adjustment		-			-			-			-			-		(5,213	)		-						(5,213	)
Balance at December 31, 2008		995,655		$	996		$	—		$	2,282,641		$	—	$	—		$	(1,305,454	)	$	(978,183	)	$	—
Service costs assumed by majority shareholders											28,004														28,004
Stock-based compensation											24,020														24,020
Net loss																						(52,024)			(52,024	)
Balance at December 31, 2009 (audited)		995,655			996		$	—			2,334,665			—		—			(1,305,454	)	$	(1,030,207	)		—
Service costs assumed by majority stockholder											12,000								—						12,000
Net Loss																			—			(12,000)			(12,000)
Balance at September 30, 2010(unaudited)		995,655		$	996		$	—		$	2,346,665		$	—	$	—		$	(1,305,454	)		(1,042,207	)	$	-

F-7

SINOCUBATE, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2010

(Unaudited)

Note 1          Interim Financial Statements

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles or GAAP for interim financial information and with the instructions to Form 10-Q as promulgated by the Securities and Exchange Commission or the SEC.  Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. The accompanying unaudited financial statements and related notes should be read in conjunction with the audited financial statements and the Form 10-K of the Company for the year ended December 31, 2009.  In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

Note 2          Nature of business and going concern

Since November 2008, the Company has sought to enter into contractual arrangements with entities that allow the Company to either purchase outright the assets and/or business operations of such entities or to enter into business arrangements, such as joint ventures or similar combinations with such entities to manage and operate such entities.  The Company is a development stage company as defined by the Financial Accounting Standards Board Accounting Standards Codification, or FASB ASC 915, “Development Stage Entities.”

The Company was incorporated under the laws of the State of Florida on May 3, 1989 as Sparta Ventures Corp. and remained inactive until June 27, 1998.  The name of the Company was changed to Thermal Ablation Technologies Corporation on October 8, 1998 and then to Poker.com, Inc. on August 10, 1999.  On September 15, 2003, the Company changed its name to LegalPlay Entertainment Inc. and on November 8, 2006, the name of the Company was changed to Synthenol Inc.  Effective November 3, 2008, the Company merged with and into a wholly-owned subsidiary, SinoCubate, Inc., which remained the surviving entity of the merger.  SinoCubate was formed in the State of Nevada on September 11, 2008.  The merger resulted in a change of name of the Company from Synthenol Inc. to SinoCubate, Inc. and a change in the state of incorporation of the Company from Florida to Nevada.  

On December 19, 2009, Viking Investments, LLC, an entity controlled and managed by Tom Simeo, the Company’s chairman, chief executive officer and president, announced a strategic partnership with Viking, whereby Viking, in exchange for a fee, and SinoCubate will work together and assist various business entities in the Peoples Republic of China or the PRC in their endeavors to become publicly listed companies in the United States.  In connection with the strategic agreement, the Company was to newly issue 4,750,000 shares of the Company’s common stock to Viking in exchange for One Hundred Thousand (100,000) shares of common stock of Renhuang Pharmaceuticals, Inc. or Renhuang owned by Viking, and newly issue 15,000,000 shares of the Company’s common stock to Viking in exchange for entry into the strategic partnership agreement.  In connection with the foregoing transactions, Philip Wan and Yung Kong Chin were appointed directors and officers of the Company and were each granted warrants to purchase 50,000 shares of common stock of the Company at an exercise price of $0.26 per share exercisable in whole or in part at any time during the 3 years after issuance.  Effective, March 26, 2010, the parties elected to terminate the strategic partnership agreement and the directors and officers appointed thereby, Messrs. Wan and Chin, resigned as directors and officers of the Company and agreed not to exercise their warrants to purchase the Company’s shares. The Company has subsequently cancelled the warrants.  No shares were issued to Viking and neither the Company nor Viking has monetary or other demand on the other related to the cancellation.

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available.

F-8

SINOCUBATE, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2010

(Unaudited)

As of the date of this Report, the Company has not entered into an agreement with any entity and there can be no assurance that the Company will ever be able to identify and enter into an agreement with an entity or whether, if the Company successful enters into an agreement with a suitable entity, such combination may become successful and/or profitable.

Note 3          Summary of Significant Accounting Policies

a)      Basis of Presentation and Going Concern Assumption

The financial statements of the Company have been prepared in accordance with GAAP and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31.

These financial statements have been prepared in accordance with GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At September 30, 2010, the Company has accumulated losses of $2,347,661 since its inception and expects to incur further losses in the development of its business, both of which casts substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s current business plan is to seek, investigate, and, if warranted, enter into contractual arrangements with entities that enables the Company to either purchase outright the assets and and/or business operations of such entities or to enter into business arrangements, such as joint ventures or similar combinations with such entities to manage and operate such entities as affiliated entities of the Company.

b)      Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities. The Company’s actual results could vary materially from management’s estimates and assumptions. Significant areas requiring the use of management estimates relate to the determination expected tax rates for future income tax recoveries and the warrants.

c)      Income Taxes

The Company uses the asset and liability method of accounting for income taxes pursuant to FASB ASC 740 "Income Taxes".  Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

F-9

SINOCUBATE, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2010

(Unaudited)

d)      Stock-Based Compensation

The Company may issue stock options to employees and stock options or warrants to non-employees in non-capital raising transactions for services and for financing costs. The Company has adopted ASC Topic 718 (formerly SFAS 123R), “Accounting for Stock-Based Compensation”, which establishes a fair value method of accounting for stock-based compensation plans. In accordance with guidance now incorporated in ASC Topic 718, the cost of stock options and warrants issued to employees and non-employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

The fair value of stock warrants was determined at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield. The expected term represents the period of time that stock-based compensation awards granted are expected to be outstanding and is estimated based on considerations including the vesting period, contractual term and anticipated employee exercise patterns. Expected volatility is based on the historical volatility of the Company’s stock. The risk-free rate is based on the U.S. Treasury yield curve in relation to the contractual life of stock-based compensation instrument. The dividend yield assumption is based on historical patterns and future expectations for the Company dividends.

Assumption used to estimate the fair values of stock warrants on the grant date are as follows:

Issuance Date	Expected volatility			Risk-free rate			Expected term (years)		Dividend yield
December 16, 2009		204.70	%		0.11	%		3		0.00	%

The stock warrants granted during 2009 were exercisable immediately, the fair value on the grant date using the Black-Scholes option pricing model was $24,020, and have been recorded as compensation costs.

e)      Recent Accounting Pronouncements

In October 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-13 Revenue Recognition (ASC 605): Multiple-Deliverable Revenue Arrangement, which changes the requirements for establishing separate units of accounting in a multiple element arrangement and requires the allocation of arrangement consideration to each deliverable based on the relative selling price. The selling price for each deliverable is based on vendor-specific objective evidence (VSOE) if available, third-party evidence if VSOE is not available, or estimated selling price if neither VSOE or third-party evidence is available. ASU 2009-13 is effective for revenue arrangements entered into in fiscal years beginning on or after June 15, 2010. The Company does not expect the provisions of ASU No. 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued new standards in the ASC 820, Fair Value Measurements and Disclosures. These standard required new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. The standards also require disclosure of activities, including purchases, sales, issuances, and settlements within the Level 3 fair value measurements. The standard also clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. The new disclosures regarding Level 1 and 2 fair value measurements and clarification of existing disclosures are effective for the Company beginning with its first interim filing in 2010. The disclosures about the roll forward of information in Level 3 are required for the Company with its first interim filing in 2011. The Company does not expect the provisions of ASU No. 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

F-10

SINOCUBATE, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2010

(Unaudited)

In January 2010, the FASB issued ASU No. 2010-01, Equity (ASC 505): Accounting for distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to ASC 505 clarifies the stock portion of a distribution to shareholders that allow them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying ASC 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU No. 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB issued ASU 2010-09, Subsequent Event (Topic 855) which removed the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. The Company has adopted the amendment and did not disclose the date through which subsequent events have been evaluated.

Note 4          Related Party Transactions

On April 3, 2009, the Company entered into an agreement with Viking, providing that effective August 15, 2008, Viking will pay for any services performed on behalf of the Company by third parties until such time that Viking is no longer the majority shareholder of the Company.

For the nine months ended September 30, 2010, Viking assumed professional and other service fee in the aggregate amount of $12,000as its own.  For the nine months ended September 30, 2009, Viking assumed professional and other service fee in the aggregate amount of $13,802 as its own.

On December 19, 2009, the Company announced a strategic partnership with Viking, whereby Viking, in exchange for a fee, and SinoCubate will work together and assist various business entities in the Peoples Republic of China or the PRC in their endeavors to become publicly listed companies in the United States.  In connection with the strategic agreement, the Company was to newly issue 4,750,000 shares of the Company’s common stock to Viking in exchange for One Hundred Thousand (100,000) shares of common stock of Renhuang Pharmaceutical, Inc. or Renhuang owned by Viking, and newly issue 15,000,000 shares of the Company’s common stock to Viking in exchange for entry into the strategic partnership agreement.  In connection with the foregoing transactions, Philip Wan and Yung Kong Chin were appointed directors and officers of the Company and were each granted warrants to purchase 50,000 shares of common stock of the Company at an exercise price of $0.26 per share exercisable in whole or in part at any time during the 3 years after issuance.  Effective, March 26, 2010, the parties elected to terminate the strategic partnership agreement and the directors and officers appointed thereby, Messrs. Wan and Chin, resigned as directors and officers of the Company and agreed not to exercise their warrants to purchase the Company’s shares. The Company has subsequently cancelled the warrants.  No shares were issued to Viking and neither the Company nor Viking has monetary or other demand on the other related to the cancellation.

F-11

SINOCUBATE, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2010

(Unaudited)

Note 5          Supplemental Cash Flow Information

	Nine months ended  September 30,				January 1, 2004 (Date of Inception of the Development Stage) to September 30,
	2010		2009		2010
Cash paid for:
Interest	$	-	$	-	$	-
Income taxes (recovery)	$	-	$	-	$	(3,934	)
Common shares issued to settle notes payable	$	-	$	-	$	295,405
Expenses assumed by principal stockholders	$	12,000	$	9,802	$	72,004

F-12

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In preparing the management’s discussion and analysis, the registrant presumes that you have read or have access to the discussion and analysis for the preceding fiscal year.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 or the Reform Act.   All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earning, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions of performance; and statements of belief; and any statements of assumptions underlying any of the foregoing.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: our ability to raise capital and the terms thereof; ability to gain an adequate player base to generate the expected revenue; competition with established gaming websites; adverse changes in government regulations or polices; and other factors referenced in this Form 10-Q.

The use in this Form 10-Q of such words as “believes”, “plans”, “anticipates”, “expects”, “intends”, and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements present the Company’s estimates and assumptions only as of the date of this Report.  Except for the Company’s ongoing obligation to disclose material information as required by the federal securities laws, the Company does not intend, and undertakes no obligation, to update any forward-looking statements.

3

Although the Company believes that the expectations reflected in any of the forward-looking statements are reasonable, actual results could differ materially from those projected or assumed or any of the Company’s forward-looking statements.  The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

PLAN OF OPERATIONS

Overview

The Company’s current business plan is to seek, investigate, and, if warranted, enter into contractual arrangements with entities that enables the Company to either purchase outright the assets and and/or business operations of such entities or to enter into business arrangements, such as joint ventures or similar combinations with such entities to manage and operate such entities as affiliated entities of the Company.

As of the date of this Report, the Company has not entered into an agreement with any such entity and there can be no assurance that the Company will ever be able to identify and enter into an agreement with an entity or whether, if the Company successful enters into an agreement with an entity, such combination may become successful and/or profitable.

The Company is in immediate need of further working capital and options are being explored with respect to financing in the form of debt, equity or a combination thereof.

Investigation and Selection of Business Opportunities

To a large extent, a decision to participate in a specific contractual arrangement may be made upon the principal shareholders’ analysis of the quality of the other company’s management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes, the perceived benefit the Company will derive from entering into such an arrangement, and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria. In many instances, it is anticipated that the historical operations of a specific business opportunity may not necessarily be indicative of the potential for the future because of the possible need to access capital, shift marketing approaches substantially, expand significantly, change product emphasis, change or substantially augment management, or make other changes. The Company will be dependent upon the owners of a business opportunity to identify any such problems which may exist and to implement, or be primarily responsible for the implementation of, required changes. Because the Company may participate in a business opportunity with a newly organized firm or with a firm which is entering a new phase of growth, it should be emphasized that the Company will incur further risks, because management in many instances will not have proved its abilities or effectiveness, the eventual market for such company’s products or services will likely not be established, and such company may not be profitable when acquired.

It is emphasized that the Company may effect transactions having a potentially adverse impact upon the Company’s shareholders pursuant to the authority and discretion of the Company’s management and board of directors without submitting any proposal to the stockholders for their consideration. Holders of the Company’s securities should not anticipate that the Company will necessarily furnish such holders, prior to any contractual arrangement or combination, with financial statements, or any other documentation, concerning a target company or its business. In some instances, however, a proposed arrangement may be submitted to the stockholders for their consideration, either voluntarily by such directors to seek the stockholders’ advice and consent or because federal and/or state law so requires.

The Company is unable to predict when it may participate in a business opportunity. Prior to making a decision to participate in a business opportunity, the Company will generally request that it be provided with written materials regarding the business opportunity containing such items as a description of products, services and company history; management resumes; financial information; available projections, with related assumptions upon which they are based; an explanation of proprietary products and services; evidence of existing patents, trademarks, or services marks, or rights thereto; present and proposed forms of compensation to management; a description of transactions between such company and its affiliates during relevant periods; a description of present and required facilities; an analysis of risks and competitive conditions; a financial plan of operation and estimated capital requirements; audited financial statements, or if they are not available, unaudited financial statements, together with reasonable assurances that audited financial statements would be able to be produced within a reasonable period of time following completion of a merger transaction; and other information deemed relevant.

4

As part of the Company’s investigation, the Company’s officers may meet personally with management and key personnel of the target entity, may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent allowed by the Company’s limited financial resources.

There are no loan arrangements or arrangements for any financing whatsoever relating to any business opportunities is currently available.

Going Concern Qualification

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available.

RESULTS OF CONTINUING OPERATIONS

The following discussion of the financial condition and results of operation of the Company should be read in conjunction with the Financial Statements and the related Notes included elsewhere in this Report.

Nine months ended September 30, 2010 compared to the nine months ended September 30, 2009

Liquidity and Capital Resources

At September 30, 2010 and September 30, 2009, the Company had no cash holding or working capital.  The Company is in immediate need of further working capital and options may be considered with respect to financing in the form of debt, equity or a combination thereof.

The ability of the Company to continue as a going concern and fund its operations through the remainder of 2010 is contingent upon being able to raise funds through either equity or debt financing or a combination of both.  

Revenue

The Company had no net sales at September 30, 2010 or September 30, 2009.

Expenses

The operating expenses decreased by $1,802 to $12,000 in the current nine month period ended September 30, 2010, from $13,802 in the corresponding period in 2009.  The decrease was mainly due to lower consulting fees for the Company’s quarterly filings with the SEC.

Net Loss

The Company incurred a net loss of $12,000 at September 30, 2010 compared with net loss of $13,802 at September 30, 2009.  The decrease in net loss was mainly due to less consulting fees in the current nine month period ended September 30, 2010 compared to the same period of 2009.

5

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company has adopted various accounting policies that govern the application of accounting principles generally accepted in the United States of America in the preparation of the Company’s financial statements which requires it to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Although these estimates are based on management’s knowledge of current events and actions the Company may undertake in the future, the final results may ultimately differ from actual results. Certain accounting policies involve significant judgments and assumptions, which have a material impact on the Company’s financial condition and results.  Management believes its critical accounting policies reflect its most significant estimates and assumptions used in the presentation of the Company’s financial statements.  The Company’s critical accounting policies include debt management and accounting for stock-based compensation.  The Company does not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities”.

ITEM 3.                 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information under this item.

ITEM 4.                 CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company does not currently maintain controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified by the Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of management, including the Company’s Chief Executive Officer, the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2010 have been evaluated, and, based upon this evaluation, the Company’s Chief Executive Officer has concluded that these controls and procedures are effective in providing reasonable assurance of compliance.

Changes in Internal Control over Financial Reporting

Management and directors will continue to monitor and evaluate the effectiveness of the Company's internal controls and procedures and the Company's internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

PART II—OTHER INFORMATION

ITEM 1.          LEGAL PROCEEDINGS

None.

6

ITEM 1A.       RISK FACTORS

As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information under this item.

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

None.

ITEM 3.          DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.          OTHER INFORMATION

None.

ITEM 6.          EXHIBITS

Exhibit Number	Description
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer
32.1	Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

7

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

SINOCUBATE, INC.

(Registrant)

/s/ Tom Simeo	Date: October 27, 2010
Tom Simeo
Chief Executive Officer, Treasurer
Director and Secretary

8

EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION

I, Tom Simeo, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SINOCUBATE, INC.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statement, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the annual report is being prepared;

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

(c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weakness in internal controls; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ Tom Simeo	Date: October 27, 2010
Tom Simeo Chief Executive Officer, Treasurer Director and Secretary

 

EX-32.1

EXHIBIT 32.1

 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that this Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of SINOCUBATE, INC.

/s/ Tom Simeo	Date: October 27, 2010
Tom Simeo Chief Executive Officer, Treasurer Director and Secretary