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 xNo  ̈





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 xNo  ̈




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 INFORMATIONITEM
      1.
                FINANCIAL
      STATEMENTS
                
                F-1BALANCE
      SHEETS (Unaudited)
                
                F-2STATEMENT
      OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
                
                F-3STATEMENT
      OF CASH FLOWS (Unaudited)
                
                F-4STATEMENT
      OF STOCKHOLDERS’ DEFICIENCY (Unaudited)
                
                F-5NOTES
      TO FINANCIAL STATEMENTS (Unaudited)
                
                F-8ITEM
      2.
                MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                
                3ITEM
      3.
                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                
                6ITEM
      4.
                CONTROLS
      AND PROCEDURES
                
                6PART
      II – OTHER INFORMATIONITEM
      1.
                LEGAL
      PROCEEDINGS
                
                6ITEM
      1A.
                RISK
      FACTORS
                
                7ITEM
      2.
                UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
                
                7ITEM
      3.
                DEFAULTS
      UPON SENIOR SECURITIES
                
                7ITEM
      4.
                SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                
                7ITEM
      5.
                OTHER
      INFORMATION
                
                7ITEM
      6.
                EXHIBITS
                
                7SIGNATURES
                
                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
                
                
                
                996Additional
      paid-in capital
                
                
                2,346,665
                
                
                
                2,334,665Deficit
                
                
                (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) toSeptember 30,
                
                
                September 30
                
                
                September 30,2010
                
                
                2009
                
                
                2010
                
                
                2009
                
                
                2010General
      and administrative expensesAmortization
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                27,077Bad
      debt
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                525Corporate
      promotion
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                13,920Finance
      charges
                
                
                
                
                
                
                -
                
                
                
                
                
                
                
                -
                
                
                
                27,397Insurance
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                15,901Interest
      on notes payable
                
                
                
                
                
                
                -
                
                
                
                
                
                
                
                -
                
                
                
                34,648Management
      and consultant fees
                
                
                
                
                
                
                -
                
                
                
                
                
                
                
                -
                
                
                
                314,374Office
      supplies and services
                
                
                1,000
                
                
                
                -
                
                
                
                3,000
                
                
                
                -
                
                
                
                50,744Professional
      fees
                
                
                3,000
                
                
                
                4,000
                
                
                
                9,000
                
                
                
                13,802
                
                
                
                318,517Rent
                
                
                -
                
                
                
                -
                
                
                
                
                
                
                
                -
                
                
                
                16,311Wages
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                84,258Loss
      before other items
                
                
                (4,000
                )
                
                
                (4,000
                )
                
                
                (12,000
                )
                
                
                (13,802
                )
                
                
                (903,672
                )Other
      itemsLoss
      on disposition of equipment
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (15,028
                )Write-down
      of intangible assets
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (50,001
                )Write-off
      of payables
                
                
                
                
                
                
                -
                
                
                
                
                
                
                
                -
                
                
                
                73,607Write-off
      of notes payable
                
                
                
                
                
                
                
                -
                
                
                
                
                
                
                
                
                
                
                14,823Gain
      on settlement of lawsuit
                
                
                
                
                
                
                -
                
                
                
                
                
                
                
                
                
                
                
                44,445Gain
      on sales of investment
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                -
                
                
                
                31,874Other
      income
                
                
                
                
                
                
                -
                
                
                
                
                
                
                
                -
                
                
                
                42,530Income
      (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
                
                
                
                
                
                
                -
                
                
                
                
                
                
                
                -
                
                
                
                108,120Net
      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
                
                
                
                995,655Comprehensive
      lossNet
      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
                  Inceptionof the
                  DevelopmentNine months ended
                
                
                Stage) toSeptember 30,
                
                
                September 30,2010
                
                
                2009
                
                
                2010Cash
      flows from operating activitiesNet
      income (loss)
                
                $
                (12,000
                )
                
                $
                (13,802
                )
                
                $
                (1,042,207
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Finance
      charges
                
                
                -
                
                
                
                -
                
                
                
                27,387Accrued
      interest on notes payable
                
                
                -
                
                
                
                -
                
                
                
                31,414Amortization
                
                
                -
                
                
                
                -
                
                
                
                27,077Accrued
      Expenses and service costs assumed by majority shareholder
                
                
                12,000
                
                
                
                13,802
                
                
                
                89,310Foreign
      exchange effect on notes payable
                
                
                -
                
                
                
                -
                
                
                
                5,303Issuance
      of common stock for services
                
                
                -
                
                
                
                -
                
                
                
                1,000Stock-based
      compensation
                
                
                -
                
                
                
                -
                
                
                
                4,460Loss
      on disposition of equipment
                
                
                -
                
                
                
                -
                
                
                
                225,184Write-down
      of intangible assets
                
                
                -
                
                
                
                -
                
                
                
                360,001Write-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
                
                
                -
                
                
                
                -
                
                
                
                143,521Cash
      used in continuing operations
                
                
                -
                
                
                
                -
                
                
                
                (422,836
                )Discontinued
      operations
                
                
                -
                
                
                
                
                -
                
                
                (171,213
                )Net
      cash used in operating activities
                
                
                -
                
                
                
                -
                
                
                
                (640,784
                )Cash
      flows from investing activitiesProceeds
      from sale of subsidiary
                
                
                -
                
                
                
                -
                
                
                
                1Proceeds
      from assets disposition
                
                
                -
                
                
                
                -
                
                
                
                5,458Purchase
      of equipment
                
                
                -
                
                
                
                -
                
                
                
                (5,808
                )Net
      cash used in investing activities
                
                
                -
                
                
                
                -
                
                
                
                (349
                )Cash
      flows from financing activitiesSettlement
      of notes payable
                
                
                -
                
                
                
                -
                
                
                
                398,614Proceeds
      from issuance of common stock
                
                
                -
                
                
                
                -
                
                
                
                1,000Net
      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
                    AccumulatedAdditional
                  
                  
                  
                  
                  
                  Other
                  
                  
                  
                  
                  
                  During theCommon Shares
                  
                  
                  Treasury
                  
                  
                  Paid-in
                  
                  
                  Subscriptions
                  
                  
                  Comprehensive
                  
                  
                  
                  
                  
                  DevelopmentNumber
                  
                  
                  Amount
                  
                  
                  Stock
                  
                  
                  Capital
                  
                  
                  Received
                  
                  
                  Income
                  
                  
                  Deficit
                  
                  
                  Stage
                  
                  
                  TotalMay
      3, 1989 (Inception) throughDecember
      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
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  152,000Balance
      at December 31, 1998
                  
                  
                  240,022
                  
                  
                  
                  2,400
                  
                  
                  
                  -
                  
                  
                  
                  157,600
                  
                  
                  
                  2,000
                  
                  
                  
                  -
                  
                  
                  
                  (158,931
                  )
                  
                  
                  -
                  
                  
                  
                  3,069Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (511,587
                  )
                  
                  
                  -
                  
                  
                  
                  (511,587
                  )Foreign
      currency translation adjustment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (14,130
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (14,130
                  )Share
      issued for services
                  
                  
                  15,000
                  
                  
                  
                  150
                  
                  
                  
                  -
                  
                  
                  
                  124,850
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  125,000Subscription
      receivable
                  
                  
                  12,000
                  
                  
                  
                  120
                  
                  
                  
                  -
                  
                  
                  
                  99,880
                  
                  
                  
                  8,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  108,000Share
      issued for intangible assets
                  
                  
                  15,000
                  
                  
                  
                  150
                  
                  
                  
                  -
                  
                  
                  
                  124,850
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  125,000Balance
      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
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  18,885Shares
      issued for cash
                  
                  
                  21,600
                  
                  
                  
                  216
                  
                  
                  
                  -
                  
                  
                  
                  259,784
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  260,000Shares
      issued for settlement of debt
                  
                  
                  4,500
                  
                  
                  
                  45
                  
                  
                  
                  -
                  
                  
                  
                  174,955
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  175,000Subscription
      receivable
                  
                  
                  600
                  
                  
                  
                  6
                  
                  
                  
                  -
                  
                  
                  
                  9,994
                  
                  
                  
                  (200
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  9,800Subscription
      received
                  
                  
                  30,000
                  
                  
                  
                  300
                  
                  
                  
                  -
                  
                  
                  
                  499,700
                  
                  
                  
                  (9,350
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  490,650Stock
      option benefit
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  14,235
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  14,235Balance
      at December 31, 2000
                  
                  
                  338,722
                  
                  
                  
                  3,387
                  
                  
                  
                  -
                  
                  
                  
                  1,465,848
                  
                  
                  
                  450
                  
                  
                  
                  4,755
                  
                  
                  
                  (1,009,581
                  )
                  
                  
                  -
                  
                  
                  
                  464,859Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  375,621
                  
                  
                  
                  -
                  
                  
                  
                  375,621Foreign
      currency translation adjustment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  13,629
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  13,629Shares
      issued for cash
                  
                  
                  300
                  
                  
                  
                  3
                  
                  
                  
                  -
                  
                  
                  
                  2,247
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,250Subscription
      received
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  200
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  200Stock
      option benefit
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  118,920
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  118,920Repurchase
      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
                  )
                  
                  
                  -
                  
                  
                  
                  968,598Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  (63,864
                  )
                  
                  
                  -
                  
                  
                  
                  (63,864
                  )Foreign
      currency translation adjustment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  (1,155
                  )
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  (1,155
                  )Shares
      issued for cash
                  
                  
                  4,500
                  
                  
                  
                  45
                  
                  
                  
                  -
                  
                  
                  
                  33,705
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  33,750Balance
      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)




DeficitAccumulated
                  
                  
                  
                  
                  
                  AccumulatedAdditional
                  
                  
                  
                  
                  
                  Other
                  
                  
                  
                  
                  
                  During theCommon Shares
                  
                  
                  Treasury
                  
                  
                  Paid-in
                  
                  
                  Subscriptions
                  
                  
                  Comprehensive
                  
                  
                  
                  
                  
                  DevelopmentNumber
                  
                  
                  Amount
                  
                  
                  Stock
                  
                  
                  Capital
                  
                  
                  Received
                  
                  
                  Income
                  
                  
                  Deficit
                  
                  
                  Stage
                  
                  
                  TotalBalance
      at December 31, 2002
                  
                  
                  343,522
                  
                  
                  
                  3,435
                  
                  
                  
                  (270
                  )
                  
                  
                  1,614,109
                  
                  
                  
                  650
                  
                  
                  
                  17,229
                  
                  
                  
                  (697,824
                  )
                  
                  
                  -
                  
                  
                  
                  937,329Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (607,630
                  )
                  
                  
                  -
                  
                  
                  
                  (607,630
                  )Foreign
      currency translation adjustment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,752
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,752Stock
      option benefit
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  11,800
                  
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  11,800Cancellation
      of agreement
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  (650
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (650
                  )Share
      issues for cash on exercise of options
                  
                  
                  12,000
                  
                  
                  
                  120
                  
                  
                  
                  -
                  
                  
                  
                  11,880
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  12,000Share
      issues for consulting services
                  
                  
                  45,000
                  
                  
                  
                  450
                  
                  
                  
                  -
                  
                  
                  
                  49,675
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  50,125Share
      issues for intangible assets
                  
                  
                  60,000
                  
                  
                  
                  600
                  
                  
                  
                  -
                  
                  
                  
                  104,400
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  105,000Share
      issued for software
                  
                  
                  60,000
                  
                  
                  
                  600
                  
                  
                  
                  -
                  
                  
                  
                  53,400
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  54,000Balance
      at December 31, 2003
                  
                  
                  520,522
                  
                  
                  
                  5,205
                  
                  
                  
                  (270
                  )
                  
                  
                  1,845,264
                  
                  
                  
                  -
                  
                  
                  
                  18,981
                  
                  
                  
                  (1,305,454
                  )
                  
                  
                  -
                  
                  
                  
                  563,726Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (795,364
                  )
                  
                  
                  (795,364
                  )Foreign
      currency translation adjustment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (238
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (238
                  )Stock-based
      compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,460
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,460Shares
      issued for cash on exercise of options
                  
                  
                  1,000
                  
                  
                  
                  10
                  
                  
                  
                  -
                  
                  
                  
                  990
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,000Share
      issued for debt
                  
                  
                  140,000
                  
                  
                  
                  1,400
                  
                  
                  
                  -
                  
                  
                  
                  68,600
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  70,000Share
      issued for consulting services
                  
                  
                  2,000
                  
                  
                  
                  20
                  
                  
                  
                  -
                  
                  
                  
                  980
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,000Balance
      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
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  9,000Balance
      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
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  563Share
      issues for debt
                  
                  
                  50,000
                  
                  
                  
                  500
                  
                  
                  
                  -
                  
                  
                  
                  24,500
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  25,000Balance
      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)





DeficitAccumulated
                  
                  
                  
                  
                  
                  AccumulatedAdditional
                  
                  
                  
                  
                  
                  Other
                  
                  
                  
                  
                  
                  During theCommon Shares
                  
                  
                  Treasury
                  
                  
                  Paid-in
                  
                  
                  Subscriptions
                  
                  
                  Comprehensive
                  
                  
                  
                  
                  
                  DevelopmentNumber
                  
                  
                  Amount
                  
                  
                  Stock
                  
                  
                  Capital
                  
                  
                  Received
                  
                  
                  Income
                  
                  
                  Deficit
                  
                  
                  Stage
                  
                  
                  TotalBalance
      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
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  20,573Foreign
      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
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  270,405Cancellation
      of shares
                  
                  
                  (20,504
                  )
                  
                  
                  (205
                  )
                  
                  
                  270
                  
                  
                  
                  (65
                  )
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  -Service
      costs assumed by majority stockholder
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  32,000
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  32,000Change
      in par value of common share from $0.01 per share to $0.001 per
      share
                  
                  
                  
                  
                  
                  
                  (8,960
                  )
                  
                  
                  
                  
                  
                  
                  8,960Net
      income
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  79,122
                  
                  
                  
                  79,122Foreign
      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
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  28,004Stock-based
      compensation
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  24,020
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  24,020Net
      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
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  —
                  
                  
                  
                  
                  
                  
                  
                  12,000Net
      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
businessentities 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 concernbut 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 yieldDecember
      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
businessentities 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
                
                
                2010Cash
      paid for:Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Income
      taxes (recovery)
                
                $
                -
                
                
                $
                -
                
                
                $
                (3,934
                )Common
      shares issued to settle notes payable
                
                $
                -
                
                
                $
                -
                
                
                $
                295,405Expenses 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
              
              Description31.1
              
              Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief
      Financial Officer32.1
              
              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, 2010Tom
      SimeoChief
      Executive Officer, TreasurerDirector
      and Secretary


8