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,
2009





 ̈
            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, 2009 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
                    5ITEM
      4.
                    CONTROLS
      AND PROCEDURES
                    5PART
      II – OTHER INFORMATIONITEM
      1.
                    LEGAL
      PROCEEDINGS
                    6ITEM
      1A.
                    RISK
      FACTORS
                    6ITEM
      2.
                    UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
                    6ITEM
      3.
                    DEFAULTS
      UPON SENIOR SECURITIES
                    6ITEM
      4.
                    SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                    6ITEM
      5.
                    OTHER
      INFORMATION
                    6ITEM
      6.
                    EXHIBITS
                    6SIGNATURES
                    7


2





PART
I – FINANCIAL INFORMATION





ITEM
      1.
            FINANCIAL
      STATEMENTS





SINOCUBATE,
INC.


(A
Development Stage Company)


FINANCIAL
STATEMENTS


September
30, 2009


(Unaudited)


F-1


SINOCUBATE,
INC.


(A
Development Stage Company)


BALANCE
SHEET


(Unaudited)





September30,
                                            
                                            
                                            December 31,2009
                                            
                                            
                                            2008UnauditedASSETSCurrentCash
                                            
                                            $
                                            —
                                            
                                            
                                            $LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrentAccounts
      payable and accrued liabilities
                                            
                                            $
                                            —
                                            
                                            
                                            $Notes
      payable
                                            
                                            
                                            ——Capital
      stockPreferred
      stock, $0.01 par value, 5,000,000 shares authorized, no shares issued or
      outstanding as of September 30, 2009Common
      stock, $0.01 par value, 100,000,000 shares authorized 995,655 shares
      issued and outstanding as of September 30, 2009
                                            
                                            
                                            996
                                            
                                            
                                            
                                            996Additional
      paid-in capital
                                            
                                            
                                            2,296,443
                                            
                                            
                                            
                                            2,282,641Deficit
                                            
                                            
                                            (1,305,454
                                            )
                                            
                                            
                                            (1,305,454)Deficit
      accumulated during the development stage
                                            
                                            
                                            (991,985
                                            )
                                            
                                            
                                            (978,183)—$
                                            —
                                            
                                            
                                            $





SEE
ACCOMPANYING NOTE




F-2




SINOCUBATE,
INC.


(A
Development Stage Company)


STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS


(Unaudited)





Three months ended
                                                          
                                                          
                                                          Nine months ended
                                                          
                                                          
                                                          January 1, 2004
                                                            (Date of Inception of
                                                            the Development
                                                            Stage) toSeptember 30,
                                                          
                                                          
                                                          September 30
                                                          
                                                          
                                                          September 30,2009
                                                          
                                                          
                                                          2008
                                                          
                                                          
                                                          2009
                                                          
                                                          
                                                          2008
                                                          
                                                          
                                                          2009General
      and administrativeexpensesAmortization
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          27,077Bad
      debt
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          525Corporate
      promotion
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          13,920Finance
      charges
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          10
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          16,112
                                                          
                                                          
                                                          
                                                          27,397Insurance
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          15,901Interest
      on notes payable
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          3,234
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          11,220
                                                          
                                                          
                                                          
                                                          34,648Management
      and consultant fees
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          14,774
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          65,755
                                                          
                                                          
                                                          
                                                          290,354Office
      supplies and services
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          91
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          3,428
                                                          
                                                          
                                                          
                                                          43,240Professional
      fees
                                                          
                                                          
                                                          4,000
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          13,802
                                                          
                                                          
                                                          
                                                          18,810
                                                          
                                                          
                                                          
                                                          299,819Rent
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          16311Wages
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          84,258Loss
      before other items
                                                          
                                                          
                                                          (4,000
                                                          )
                                                          
                                                          
                                                          (18,109
                                                          )
                                                          
                                                          
                                                          (13,802
                                                          )
                                                          
                                                          
                                                          (130,325
                                                          )
                                                          
                                                          
                                                          (853,450
                                                          )Other
      itemsLoss
      on disposition of equipment
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (15,028
                                                          )Write-down
      of intangible assets
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (50,001
                                                          )Write-off
      of payables
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          37,040
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          73,607
                                                          
                                                          
                                                          
                                                          73,607Write-off
      of notes payable
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          14,823Gain
      on settlement of lawsuit
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          31,874
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          44,445Gain
      on sales of investment
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          31,874
                                                          
                                                          
                                                          
                                                          31,874Other
      income
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          36,512
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          36,512
                                                          
                                                          
                                                          
                                                          42,530Income
      (loss) from continuing operations
                                                          
                                                          
                                                          (4,000
                                                          )
                                                          
                                                          
                                                          87,317
                                                          
                                                          
                                                          
                                                          (13,802)
                                                          
                                                          
                                                          
                                                          26,668
                                                          
                                                          
                                                          
                                                          (711,200
                                                          )Operating
      income (loss) from discontinuedOperations
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          (388,905
                                                          )Gain
      (Loss) on sale of discontinued operations
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          78,436
                                                          
                                                          
                                                          
                                                          108,120Net
      income (loss)
                                                          
                                                          $
                                                          (4,000
                                                          )
                                                          
                                                          $
                                                          87,317
                                                          
                                                          
                                                          $
                                                          (13,802
                                                          )
                                                          
                                                          $
                                                          105,104
                                                          
                                                          
                                                          $
                                                          (991,985
                                                          )Basic
      and diluted income (loss) per common share
                                                          
                                                          $
                                                          (0.004
                                                          )
                                                          
                                                          $
                                                          0.12
                                                          
                                                          
                                                          $
                                                          (0.01
                                                          )
                                                          
                                                          $
                                                          0.15Weighted
      average number of common share outstanding – basic and
    diluted
                                                          
                                                          
                                                          995,655,
                                                          
                                                          
                                                          
                                                          752,039
                                                          
                                                          
                                                          
                                                          995,655
                                                          
                                                          
                                                          
                                                          709,866Comprehensive
      lossNet
      income (loss)
                                                          
                                                          $
                                                          (4,000
                                                          )
                                                          
                                                          $
                                                          87,317
                                                          
                                                          
                                                          $
                                                          (13,802
                                                          )
                                                          
                                                          $
                                                          105,104
                                                          
                                                          
                                                          $
                                                          (991,985
                                                          )Foreign
      currency translation adjustment
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          (15
                                                          )
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          805Total
      comprehensive income(loss)
                                                          
                                                          $
                                                          (4,000
                                                          )
                                                          
                                                          $
                                                          87,302
                                                          
                                                          
                                                          $
                                                          (13,802
                                                          )
                                                          
                                                          $
                                                          105,909
                                                          
                                                          
                                                          $
                                                          (991,985
                                                          )





SEE
ACCOMPANYING NOTES


F-3





SINOCUBATE,
INC.


(A
Development Stage Company)


STATEMENT
OF CASH FLOWS


(Unaudited)





January 1, 2004(Date of
                                          Inceptionof the
                                          DevelopmentNine months ended
                                        
                                        
                                        Stage) toSeptember 30,
                                        
                                        
                                        September 30,2009
                                        
                                        
                                        2008
                                        
                                        
                                        2009Cash
      flows from operating activitiesNet
      income (loss)
                                        
                                        $
                                        (13,802
                                        )
                                        
                                        $
                                        (105,104
                                        )
                                        
                                        $
                                        (991,985
                                        )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Finance
      charges
                                        
                                        
                                        -
                                        
                                        
                                        
                                        16,102
                                        
                                        
                                        
                                        27,387Accrued
      interest on notes payable
                                        
                                        
                                        -
                                        
                                        
                                        
                                        7,986
                                        
                                        
                                        
                                        31,414Amortization
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        27,077Accrued
      Expenses
                                        
                                        
                                        13,802
                                        
                                        
                                        
                                        (17,306
                                        )
                                        
                                        
                                        63,108Foreign
      exchange effect on notes payable
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (2,798
                                        )
                                        
                                        
                                        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
                                        )
                                        
                                        
                                        (73,607)Write-off
      of notes payable
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (18,729
                                        )Gain
      on settlement of lawsuit
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (44,445
                                        )Gain
      on sale of subsidiaries
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (78,436
                                        )
                                        
                                        
                                        (108,121
                                        )Gain
      on Sale of investment
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (31,874
                                        )
                                        
                                        
                                        -Other
      Income
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (36,512
                                        )
                                        
                                        
                                        -Changes
      in non-cash working capital items:
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Prepaid
      expenses and deposits
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Accounts
      payable and accrued liabilities
                                        
                                        
                                        -
                                        
                                        
                                        
                                        10,013
                                        
                                        
                                        
                                        143,521Cash
      used in continuing operations
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (66,716
                                        )
                                        
                                        
                                        (422,836
                                        )Discontinued
      operations
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (362
                                        )
                                        
                                        
                                        (171,213
                                        )Net
      cash used in operating activities
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (67,078
                                        )
                                        
                                        
                                        (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
                                        
                                        
                                        -
                                        
                                        
                                        
                                        805
                                        
                                        
                                        
                                        (14,734
                                        )Change
      in cash from continuing operations
                                        
                                        
                                        
                                        
                                        
                                        
                                        (67,078
                                        )
                                        
                                        
                                        (209,518
                                        )-Cash,
      beginning
                                        
                                        
                                        
                                        
                                        
                                        
                                        66,273
                                        
                                        
                                        
                                        209,518-Cash,
      ending
                                        
                                        $
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        $
                                        -




Supplemental
cash flow information





SEE
ACCOMPANYING NOTES


F-4


SINOCUBATE, INC.


(A
Development Stage Company)


STATEMENT
OF STOCKHOLDERS’ DEFICIENCY




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




DeficitAccumulated
                                
                                
                                
                                
                                
                                AccumulatedAdditional
                                
                                
                                
                                
                                
                                Other
                                
                                
                                
                                
                                
                                During theCommon Shares
                                
                                
                                Treasury
                                
                                
                                Paid-in
                                
                                
                                Subscriptions
                                
                                
                                Comprehensive
                                
                                
                                
                                
                                
                                DevelopmentNumber
                                
                                
                                Amount
                                
                                
                                Stock
                                
                                
                                Capital
                                
                                
                                Received
                                
                                
                                Income
                                
                                
                                Deficit
                                
                                
                                Stage
                                
                                
                                TotalBalance
      atDecember31,
      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





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
                                )
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                -Donation
      from 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 (audited)
                                
                                
                                995,655
                                
                                
                                $
                                996
                                
                                
                                $
                                —
                                
                                
                                $
                                2,282,641
                                
                                
                                $
                                —
                                
                                
                                $
                                —
                                
                                
                                $
                                (1,305,454
                                )
                                
                                $
                                (978,183
                                )
                                
                                $
                                —Donation
      from majority shareholders
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                13,802
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                13,802Net
      loss
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (13,802)
                                
                                
                                
                                (18,802
                                )Balance
      at September 30, 2009(unaudited)
                                
                                
                                995,655
                                
                                
                                $
                                996
                                
                                
                                
                                —
                                
                                
                                $
                                2,296,443
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                (1,305,454
                                )
                                
                                
                                (991,985
                                )




F-7




SINOCUBATE,
INC.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


September
30, 2009


(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, 2008.  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
            Going Concern
      Assumption





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, 2009, the Company has accumulated losses of
$2,297,439since
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.  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 becoming available.





Note
      3
            Nature of
      business




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.  The Company’s business through December
31, 2003 was primarily related to online gaming operations.  In 2004,
the Company discontinued the online gaming operations and redirected its
business strategy to acquisition and marketing of new poker software to on-line
gaming websites worldwide.  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.”





On August
15, 2008, pursuant to a stock purchase agreement, Viking Investments Group LLC
or Viking acquired 366,520 shares of the Company’s common stock from certain of
the Company’s stockholders for $350,000 in cash.  In connection with
the acquisition of the shares, certain promissory notes and debt in the
aggregate principal amount of $243,500 owed to the selling stockholders by the
Company were assigned by the stockholders to Viking as reported on a Current
Report on Form 8-K filed with the SEC on August 21, 2008.  The shares
acquired by Viking represented approximately 50.1% of the Company’s then issued
and outstanding capital stock calculated on a diluted basis and the sale of the
shares represented a change of control of the Company.


F-8


SINOCUBATE,
INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 September
30, 2009
 (Unaudited)


On
September 29, 2008, the Board of Directors of the Company ratified the
cancellation of certain shares (aggregate of 20,504 shares) of common stock
previously held by the Company in its treasury.  The cancellation of
the shares, which were effective on September 23, 2008, reduced the number of
issued and outstanding shares of common stock of the Company from 1,016,159 to
995,655 shares as of the date of this Report.





Effective
November 3, 2008, the Company merged with and into a wholly-owned subsidiary,
SinoCubate, Inc., a newly formed Nevada corporation, which remains 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.





Prior
to August 15, 2008, the Company disposed of its subsidiaries and made
settlements with its creditors, leaving the company with no significant assets
and liabilities.  Management of the Company is investigating potential
opportunities to enter into contractual arrangements with other companies that
either allows the Company to purchase outright the assets and and/or business
operations of such companies or to seek to enter into business arrangements,
such as joint ventures with such companies to develop new business
opportunities.





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
      4
            Summary of Significant
      Accounting Policies





a)
              Basis of
      Presentation





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.





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 determining the fair values of financial
instruments.





c)
              Foreign
      Currency Translation




For the
year ended December 31, 2008 and the quarter ended September 30, 2009, the
Company’s functional currency and the reporting currency are the United States
dollar. Monetary assets and liabilities denominated in foreign currencies are
translated into United States dollar equivalents at rates of exchange in effect
at the balance sheet date. Non-Monetary items are translated at historical
rates. Average rates for the year are used to translate revenues and expenses.
The gains and losses arising from foreign currency translations are included in
results of operations.


F-9


SINOCUBATE,
INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 September
30, 2009
 (Unaudited)


d)
              Other
      Comprehensive Income





FASB ASC
220 “Comprehensive Income,” establishes standards for the reporting and display
of comprehensive income and its components in the financial statements. For
the nine months ended September 30, 2008 and 2009, comprehensive income
(loss) was ($13,802) and $105,909, respectively.





e)
              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.





Note
      5
            Related Party
      Transactions





For the
nine months ended September 30, 2009, Viking, the majority stockholder of the
Company, would pay the professional fee in the amount of $13,802, for the
Company and assumed the expenses on its own.





Note
      6
            Supplemental Cash Flow
      Information




January
      1,2004
      (DateofInception
      oftheDevelopmentNine
      months ended
                    
                    
                    Stage)
      toSeptember
      30,
                    
                    
                    September
      30,2009
                    
                    
                    2008
                    
                    
                    2009Cash
      paid for:Interest
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Income
      taxes (recovery)
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    (3,934
                    )Common
      shares issued to settle notes payable
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    295,405Expenses assumed
      by principal stockholders
                    
                    $
                    13,802
                    
                    
                    $
                    -
                    
                    
                    $
                    45,802


F-10


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 proceeding
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.




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 business plan is to seek 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.


3





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.





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, 2009 compared to the nine months ended September 30,
2008




Liquidity
and Capital Resources





The
Company had no cash holding at September 30, 2009 or September 30,
2008.





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.


4





The
ability of the Company to continue as a going concern and fund its operations
through the remainder of 2009 is contingent upon being able to raise funds
through either equity or debt financing or a combination of both.  The
Company is not currently pursuing or negotiating either financing option;
however we believe, but cannot provide assurance, that the Company should be
able to obtain financing to fund its liabilities as they come due.





Revenue





The
Company had no net sales for the nine months ended September 30, 2009 or
September 30, 2008.





Expenses





Operating
expenses for the nine months ended September 30, 2009 were $13,802compared to $130,325 for
the nine months ended September 30, 2008, a decrease of $116,523 due mainly to
higher finance charges, management and consulting fees resulting from disposal
of assets and liabilities in 2008.





Net
Loss





The
Company incurred a net loss of $13,802 for the nine months ended September 30,
2009 compared with net income of $105,104 for the nine months ended September
30, 2008.  The increase in net loss was mainly due to that the Company
realized gains on assets and liabilities disposal in the nine months ended
September 30, 2008.  There were no such gains in the same period of
2009.





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.


5





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, 2009 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




During
the nine months ended September 30, 2009, management took steps to improve the
internal controls over financial reporting by (1) searching for outside
directors to establish an effective audit committee, (2) utilizing existing
office staff in order to remedy the segregation of duties deficiencies, (3)
writing accounting and financial reporting procedures to comply with the
requirements of GAAP and SEC disclosures, and (4) following the newly written
accounting and financial reporting procedures in (3) which tightens the control
over the period ends.




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.




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




6





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:
      November 12, 2009Tom
      SimeoChief
      Executive Officer, TreasurerDirector
      and Secretary


7