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:  March 31, 2009




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




For the
transition period from  ______________  
to  _______________




Commission
file number 000-29219




SINOCUBATE,
      INC.(Exact
      name of registrant as specified in its
charter)





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





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





Issuer’s
      telephone number
                  
                  (212)
      359 4300





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




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.




Yes
            x
            No
            o




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
            o
            Accelerated
      Filer
            oNon
      Accelerated Filer
            o
            Smaller
      Reporting Company
            x




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




Yes
            x
            No   o




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
            o
            No           o    Not
      Applicable




APPLICABLE
ONLY TO CORPORATE ISSUERS




The
number of shares of common stock outstanding as of March 31, 2009 was
995,655.







SINOCUBATE,
INC.




FORM
10-Q




PART
      I – FINANCIAL INFORMATIONITEM
      1. FINANCIAL STATEMENTSBalance
      Sheets
                F-2Statement
      of Operations and Comprehensive Loss
                F-3Statement
      of Cash Flows
                F-4Statement
      of Stockholders’ Deficiency
                F-5
      - F-7Notes
      to Financial Statements
                F-8


F-1


PART
I – FINANCIAL INFORMATION




ITEM
      1.
              FINANCIAL
      STATEMENTS






SINOCUBATE,
INC.


(A
Development Stage Company)


BALANCE
SHEETS(Unaudited)




March
      31,
                          
                          
                          December
      31,2009(unaudited)
                          
                          
                          2008(audited)ASSETS
                          
                          $
                          —
                          
                          
                          $
                          —LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCY
                          
                          
                          —
                          
                          
                          
                          —Capital
      stockPreferred
      stock, $0.001 par value, 5,000,000 shares authorized, no shares issued or
      outstanding as of 03/31/2009Common
      stock, $0.001 par value, 100,000,000 shares authorized, 995,655 shares
      issued and outstanding as of 03/31/2009
                          
                          
                          996
                          
                          
                          
                          996Additional
      paid-in capital
                          
                          
                          2,288,443
                          
                          
                          
                          2,282,641Deficit
                          
                          
                          (1,305,454
                          )
                          
                          
                          (1,305,454
                          )Deficit
      accumulated during the development stage
                          
                          
                          (983,985
                          )
                          
                          
                          (978,183
                          )$
                          —
                          
                          
                          $
                          —


SEE
ACCOMPANYING NOTES


F-2


SINOCUBATE,
INC.


(A
Development Stage Company)


STATEMENT
OF OPERATIONS AND COMPREHENSIVE LOSS


(Unaudited)


Three
      months ended
                    
                    
                    January
      1, 2004 (Date of
                      Inception
      of the
                      Development
      Stage) toMarch
      31,
                    
                    
                    March
      31,2009
                    
                    
                    2008
                    
                    
                    2009General
      and administrative expensesAmortization
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    27,077Bad
      debt
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    525Corporate
      promotion
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    13,920Finance
      charges
                    
                    
                    -
                    
                    
                    
                    4,051
                    
                    
                    
                    27,397Insurance
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    15,901Interest
      on notes payable
                    
                    
                    -
                    
                    
                    
                    4,907
                    
                    
                    
                    34,648Management
      and consultant fees
                    
                    
                    -
                    
                    
                    
                    24,356
                    
                    
                    
                    290,354Office
      supplies and services
                    
                    
                    -
                    
                    
                    
                    709
                    
                    
                    
                    43,240Professional
      fees
                    
                    
                    5,802
                    
                    
                    
                    6,000
                    
                    
                    
                    291,819Rent
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    16,311Wages
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    84,258Loss
      before other items
                    
                    
                    (5,802
                    )
                    
                    
                    (40,022
                    )
                    
                    
                    (845,450
                    )Other
      itemsLoss
      on disposition of equipment
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (15,028
                    )Write-down
      of intangible assets
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (50,001
                    )Write-off
      of payables
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    73,607Write-off
      of notes payable
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    14,823Gain
      on settlement of lawsuit
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    44,445Gain
      on sale of investment
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    31,874Other
      income
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    42,530Income
      (loss) from continuing operations
                    
                    
                    (5,802
                    )
                    
                    
                    (40,022
                    )
                    
                    
                    (703,200
                    )Operating
      loss from discontinued operations
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (388,905
                    )Gain
      on sales of discontinued operations
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    108,120Net
      income (loss)
                    
                    $
                    (5,802
                    )
                    
                    $
                    (40,022
                    )
                    
                    $
                    (983,985
                    )Basic
      and diluted income (loss) perCommon
      share – continuing operations
                    
                    
                    (0.01
                    )
                    
                    
                    (0.05
                    )Weighted
      average number of common share outstanding – basic and
      diluted
                    
                    
                    995,655
                    
                    
                    
                    731,522Comprehensive
      income (loss)Net
      income (loss)
                    
                    $
                    (5,802
                    )
                    
                    $
                    (40,022
                    )
                    
                    $
                    (983,985
                    )Foreign
      currency translation adjustment
                    
                    
                    -
                    
                    
                    
                    (622
                    )
                    
                    
                    -Total
      comprehensive income (loss)
                    
                    $
                    (5,802
                    )
                    
                    $
                    (40,644
                    )
                    
                    $
                    (983,985
                    )


SEE
ACCOMPANYING NOTES


F-3





SINOCUBATE,
INC.


(A
Development Stage Company)


STATEMENT
OF CASH FLOWS


(Unaudited)




Three
      months ended
                      
                      
                      January 1, 2004
      (Date
                        of Inception of the
                        Development Stage)
      toMarch
      31,
                      
                      
                      March
      31,2009
                      
                      
                      2008
                      
                      
                      2009Cash
      flows from operating activitiesNet
      income (loss)
                      
                      $
                      (5,802
                      )
                      
                      $
                      (40,022
                      )
                      
                      $
                      (983,985
                      )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Finance
      charges
                      
                      
                      —
                      
                      
                      
                      4,051
                      
                      
                      
                      27,387Accrued
      interest on notes payable
                      
                      
                      —
                      
                      
                      
                      4,907
                      
                      
                      
                      31,414Amortization
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      27,077Accrued
      expenses
                      
                      
                      5,802
                      
                      
                      
                      
                      
                      
                      
                      55,108Foreign
      exchange effect on notes payable
                      
                      
                      —
                      
                      
                      
                      (2,056
                      )
                      
                      
                      5,303Issuance
      of common stock for services
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      1,000Stock-based
      compensation
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      4,460Loss
      on disposition of equipment
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      225,184Write-down
      of intangible assets
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      360,001Write-off
      of payables
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (73,607
                      )Write-off
      of notes payable
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (18,729
                      )Gain
      on settlement of lawsuit
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (44,445
                      )Gain
      on sales of discontinued operations
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (108,121
                      )Gain
      on sale of investments
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (31,874
                      )Other
      income
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (42,530
                      )Changes
      in non-cash working capital items:Accounts
      payable and accrued liabilities
                      
                      
                      —
                      
                      
                      
                      6,054
                      
                      
                      
                      143,521Cash
      used in continuing operations
                      
                      
                      —
                      
                      
                      
                      (118,798
                      )
                      
                      
                      (422,836
                      )Discontinued
      operations
                      
                      
                      —
                      
                      
                      
                      -
                      
                      
                      
                      (171,213
                      )Net
      cash used in operating activities
                      
                      
                      —
                      
                      
                      
                      (27,066
                      )
                      
                      
                      (594,049
                      )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
                      
                      
                      —
                      
                      
                      
                      -
                      
                      
                      
                      399,614Effect
      of exchange rate changes on cash
                      
                      
                      —
                      
                      
                      
                      (622
                      )
                      
                      
                      (14,734
                      )Change
      in cash
                      
                      
                      —
                      
                      
                      
                      (27,688
                      )
                      
                      
                      (209,518
                      )Cash,
      beginning of period
                      
                      
                      —
                      
                      
                      
                      13,462
                      
                      
                      
                      209,518Cash,
      ending of period
                      
                      $
                      —
                      
                      
                      $
                      2,907
                      
                      
                      $
                      —


F-4





SINOCUBATE,
INC.


(A
Development Stage Company)


STATEMENT
OF STOCKHOLDERS’ DEFICIENCY


Accumulated
                      
                      
                      
                      
                      
                      DeficitAdditional
                      
                      
                      
                      
                      
                      Other
                      
                      
                      
                      
                      
                      AccumulatedCommon
      Shares
                      
                      
                      Treasury
                      
                      
                      Paid-in
                      
                      
                      Subscriptions
                      
                      
                      Comprehensive
                      
                      
                      
                      
                      
                      During
      theNumber
                      
                      
                      Amount
                      
                      
                      Stock
                      
                      
                      Capital
                      
                      
                      Received
                      
                      
                      Income
                      
                      
                      Deficit
                      
                      
                      Development
      Stage
                      
                      
                      TotalMay
      3, 1989 (Inception) through December 31, 1997
                      
                      
                      60,022
                      
                      
                      $
                      600
                      
                      
                      $
                      -
                      
                      
                      $
                      9,400
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      (10,000
                      )
                      
                      $
                      -
                      
                      
                      $
                      -Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (148,931
                      )
                      
                      
                      -
                      
                      
                      
                      (148,931
                      )Shares
      issued for cash
                      
                      
                      180,000
                      
                      
                      
                      1,800
                      
                      
                      
                      -
                      
                      
                      
                      148,200
                      
                      
                      
                      2,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      152,000Balance
      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
      at December 31, 2002
                      
                      
                      343,522
                      
                      
                      
                      3,435
                      
                      
                      
                      (270
                      )
                      
                      
                      1,614,109
                      
                      
                      
                      650
                      
                      
                      
                      17,229
                      
                      
                      
                      (697,824
                      )
                      
                      
                      -
                      
                      
                      
                      937,329Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (607,630
                      )
                      
                      
                      -
                      
                      
                      
                      (607,630
                      )Foreign
      currency translation adjustment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,752
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,752Stock
      option benefit
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      11,800
                      
                      
                      
                      
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      11,800Cancellation
      of agreement
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      (650
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (650
                      )Share
      issues for cash on exercise of options
                      
                      
                      12,000
                      
                      
                      
                      120
                      
                      
                      
                      -
                      
                      
                      
                      11,880
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      12,000Share
      issues for consulting services
                      
                      
                      45,000
                      
                      
                      
                      450
                      
                      
                      
                      -
                      
                      
                      
                      49,675
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      50,125Share
      issues for intangible assets
                      
                      
                      60,000
                      
                      
                      
                      600
                      
                      
                      
                      -
                      
                      
                      
                      104,400
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      105,000Share
      issued for software
                      
                      
                      60,000
                      
                      
                      
                      600
                      
                      
                      
                      -
                      
                      
                      
                      53,400
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      54,000Balance
      at December 31, 2003
                      
                      
                      520,522
                      
                      
                      
                      5,205
                      
                      
                      
                      (270
                      )
                      
                      
                      1,845,264
                      
                      
                      
                      -
                      
                      
                      
                      18,981
                      
                      
                      
                      (1,305,454
                      )
                      
                      
                      -
                      
                      
                      
                      563,726Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (795,364
                      )
                      
                      
                      (795,364
                      )Foreign
      currency translation adjustment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (238
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (238
                      )Stock-based
      compensation
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,460
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,460Shares
      issued for cash on exercise of options
                      
                      
                      1,000
                      
                      
                      
                      10
                      
                      
                      
                      -
                      
                      
                      
                      990
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,000Share
      issued for debt
                      
                      
                      140,000
                      
                      
                      
                      1,400
                      
                      
                      
                      -
                      
                      
                      
                      68,600
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      70,000Share
      issued for consulting services
                      
                      
                      2,000
                      
                      
                      
                      20
                      
                      
                      
                      -
                      
                      
                      
                      980
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,000Balance
      at December 31, 2004
                      
                      
                      663,522
                      
                      
                      
                      6,635
                      
                      
                      
                      (270
                      )
                      
                      
                      1,920,294
                      
                      
                      
                      -
                      
                      
                      
                      18,743
                      
                      
                      
                      (1,305,454
                      )
                      
                      
                      (795,364
                      )
                      
                      
                      (155,416
                      )Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (54,416
                      )
                      
                      
                      (54,416
                      )Foreign
      currency translation adjustment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (702
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (702
                      )Share
      issues for consulting services
                      
                      
                      18,000
                      
                      
                      
                      180
                      
                      
                      
                      -
                      
                      
                      
                      8,820
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      9,000Balance
      at December 31, 2005
                      
                      
                      681,522
                      
                      
                      
                      6,815
                      
                      
                      
                      (270
                      )
                      
                      
                      1,929,114
                      
                      
                      
                      -
                      
                      
                      
                      18,041
                      
                      
                      
                      (1,305,454
                      )
                      
                      
                      (849,780
                      )
                      
                      
                      (201,534
                      )Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (36,575
                      )
                      
                      
                      (36,575
                      )Foreign
      currency translation adjustment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      563
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      563Share
      issues for debt
                      
                      
                      50,000
                      
                      
                      
                      500
                      
                      
                      
                      -
                      
                      
                      
                      24,500
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      25,000Balance
      at December 31, 2006
                      
                      
                      731,522
                      
                      
                      $
                      7,315
                      
                      
                      $
                      (270
                      )
                      
                      $
                      1,953,614
                      
                      
                      $
                      -
                      
                      
                      $
                      18,604
                      
                      
                      $
                      (1,305,454
                      )
                      
                      $
                      (886,355
                      )
                      
                      $
                      (212,546
                      )


SEE
ACCOMPANYING NOTES


F-6


SINOCUBATE,
INC.


(A Development Stage
Company)


CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ DEFICIENCY





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
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      5,802
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      5,802Net
      loss
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (5,802
                      )
                      
                      
                      (5,802
                      )Balance
      at March 31, 2009(unaudited)
                      
                      
                      995,655
                      
                      
                      $
                      996
                      
                      
                      
                      —
                      
                      
                      $
                      2,288,443
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (1,305,454
                      )
                      
                      
                      (983,985
                      )
                      
                      
                      —




SEE
ACCOMPANYING NOTES


F-7


SINOCUBATE,
INC.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


March 31,
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
              Nature of business and going
      concern




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 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 the operations of online gaming.  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 Statement of Financial Accounting Standards or SFAS No. 7,
“Development Stage Enterprises.”





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.





On
September 29, 2008, the Board of Directors of the Company ratified the
cancellation of shares previously held by the Company in its treasury under
certificate numbers 2057 (5,000 shares) and 2075 (15,504 shares) under the names
of LegalPlay Entertainment and Poker.Com Corp., respectively, the two
predecessor entities of the Company.  The cancellation of the shares,
which were effective on September 23, 2008, has 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.


F-8


SINOCUBATE,
INC.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


March 31,
2009


(Unaudited)





Effective
November 3, 2008, the Company merged with and into its 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 has 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.  Pursuant to the
terms of an agreement and plan of merger dated September 29, 2008 (attached as
exhibit to a Definitive Information Statement on Schedule 14C filed with the SEC
on October 14, 2008) and effective as of November 3, 2008, SinoCubate possesses
all the rights, privileges, powers of the Company, and the Company’s debts and
liabilities are now debts and liabilities of SinoCubate.  In addition,
all the issued and outstanding shares of common stock of the Company will be
automatically converted into shares of SinoCubate common stock at the rate of
one share of SinoCubate common stock, par value $0.001 per share, for one share
of common stock, par value $0.01 per share, of the Company.  The
articles of incorporation and bylaws of SinoCubate now govern the
Company.





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. The new management of the Company decided to focus on a new
business strategy pursuant to which the Company will seek to enter into
contractual arrangements with entities that enables the Company to either
purchase outright the assets and/or business operations of such entities or to
enter into business arrangements, such as joint ventures or similar combinations
with such entities to manage and operate such entities.





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





Note
      3
              Summary of Significant Accounting
      Policiesa)
              Basis
      of Presentation and Going Concern
Assumption





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





These
financial statements have been prepared in accordance with GAAP applicable to a
going concern, which assumes that the Company will be able to meet its
obligations and continue its operations for its next fiscal
year.  Realization values may be substantially different from carrying
values as shown and these financial statements do not give effect to adjustments
that would be necessary to the carrying values and classification of assets and
liabilities should the Company be unable to continue as a going
concern.  At March 31, 2009, the Company has accumulated losses of
$2,289,439 since its inception and expects to incur further losses in the
development of its business, both of which casts substantial doubt about the
Company’s ability to continue as a going concern.  The Company’s
ability to continue as a going concern is dependent upon its ability to generate
future profitable operations and/or to obtain the necessary financing to meet
its obligations and repay its liabilities arising from normal business
operations when they come due. The Company’s current business plan is to seek,
investigate, and, if warranted, enter into contractual arrangements with
entities that enables the Company to either purchase outright the assets and
and/or business operations of such entities or to enter into business
arrangements, such as joint ventures or similar combinations with such entities
to manage and operate such entities as affiliated entities of the
Company.


F-9


SINOCUBATE,
INC.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


March 31,
2009


(Unaudited)





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 March 31, 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.





d)
            Other
      Comprehensive Income





SFAS No.
130 “Reporting Comprehensive Income,” establishes standards for the reporting
and display of comprehensive income and its components in the financial
statements. For the quarters ended March 31, 2008 and 2009,
comprehensive loss was $40,644 and $5,802, respectively.





e)
            Income
      Taxes





The
Company uses the asset and liability method of accounting for income taxes
pursuant to SFAS No. 109 "Accounting for 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
      4
              Related Party
  Transactions





During Q1
2009, Viking, the majority stockholder of the Company, would pay the
professional fee in the amount of $5,802, for the Company and assumed the
expenses on its own.




Note
      5
              Supplemental Cash Flow
      Information




Three
      months ended
                    March
      31,
                  
                  
                  January
      1,
                    2004
      (Date of
                    Inception
      of
                    the
                    Development
                    Stage)
      to
                    March
      31,2009
                  
                  
                  2008
                  
                  
                  2009Cash
      paid for:Interest
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Income
      taxes (recovery)
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  (3,934
                  )Common
      shares issued to settle notes payable
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  295,405Expenses assumed
      by principal stockholders
                  
                  $
                  5,802
                  
                  
                  $
                  -
                  
                  
                  $
                  37,802


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




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


1





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





Investigation
and Selection of Business Opportunities





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





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





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





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 of 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.


2





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.




Three
months ended March 31, 2009 compared to the Three months ended March 31,
2008




Liquidity
and Capital Resources





At March
31, 2009, the Company had no cash holding compared to $2,907at March 31,
2008.  The decrease in cash was mainly due to payments of G&A
expenses and the discharge of liabilities.





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





The
ability of the Company to continue as a going concern and fund its operations
through the remainder of 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 at March 31, 2009 or March 31, 2008.





Expenses





Operating
expenses at March 31, 2009 were $5,802compared to $40,022at March 31, 2008, a
decrease due mainly to lower management and consulting fees.





Net
Loss





The
Company incurred a net loss of $5,802 at March 31, 2009 compared with net loss
of $40,022 at March 31, 2008.  The decrease in net loss was mainly due
to less management activities in the first quarter of 2009 compared to the same
period of 2008.





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”.


3




ITEM
      3.
                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




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




ITEM
      4.
                CONTROLS
      AND PROCEDURES




Disclosure
Controls and Procedures




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




Under the
supervision and with the participation of management, including the Company’s
Chief Executive Officer, the effectiveness of the Company’s disclosure controls
and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under
the Exchange Act) as of March 31, 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 three months ended March 31, 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.


4




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




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:
      May 14, 2009Tom
      Simeo
                  Chief
      Executive Officer, Treasurer
                  Director
      and Secretary


5