UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
 
 x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the fiscal year ended December 31, 2009
 
 OR
 
 o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the transition period from_____________ to _____________.
 
 Commission file number 000-49933
 
 POLLEX, INC.
 (Exact name of registrant as specified in its charter)
 
 Nevada

(State or other jurisdiction of

incorporation or organization)
95-4886472

(I.R.S. Employer

Identification No.)3000 Scott Boulevard, Suite 206

Santa Clara, CA

(Address of principal executive offices)
95054

(Zip Code)
 
 Registrant’s telephone number, including area code (408) 970-8050
 
 Securities registered pursuant to Section 12(b) of the Act:
 
 Title of each class

Name of each exchange on which registeredNone

None
 
 Securities registered pursuant to Section 12(g) of the Act:
 
 Common Stock, par value $0.001
 (Title of class)
 
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
 
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes x No o
 
 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). □ Yes □ No.
 
 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 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 Act). Yes o   No x
 
 Aggregate market value of the voting stock held by non-affiliates: $25,767 as based on last reported sales price of such stock. The voting stock held by non-affiliates on that date consisted of 1,288,355shares of common stock.
 
 Applicable Only to Registrants 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 Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o
 
 Applicable Only to Corporate Registrants
 
 Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of April 13, 2010, there were 5,121,689 shares of common stock, par value $0.001, issued and outstanding.
 
 Documents Incorporated by Reference
 
 List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.
 
 
 
 
 
 
 
  
 Pollex, Inc.
 
 TABLE OF CONTENTS
 
 PagesPART IITEM 1 - BUSINESS
1ITEM 1A - RISK FACTORS
2ITEM 1B - UNRESOLVED STAFF COMMENTS
5ITEM 2 - PROPERTIES
5ITEM 3 - LEGAL PROCEEDINGS
5ITEM 4 - RESERVED
5PART IIITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
5ITEM 6 - SELECTED FINANCIAL DATA
6ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
6ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
9ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
F-1ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
10ITEM 9A - CONTROLS AND PROCEDURES
10ITEM 9A(T) - CONTROLS AND PROCEDURES
10ITEM 9B - OTHER INFORMATION
10PART IIIITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNACE
11ITEM 11 - EXECUTIVE COMPENSATION
13ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AN D RELATED STOCKHOLDER MATTERS
15ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
16ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES
16PART IVITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
17
 
 
 
 
 
 
  
 PART I
 
 Explanatory Note
 
 This Annual Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading “Management's Discussion and Analysis of Financial Condition or Plan of Operation.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.
 
 Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The Company's future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.
 
 ITEM 1 – BUSINESS
 
 Business Overview
 
 Overview
 
 Pollex, Inc., formerly Joytoto USA, Inc., formerly BioStem, Inc. (the “Company,” “we,” and “us”) was incorporated on November 2, 2001, in the State of Nevada, as Web Views Corporation.
 
 We are a majority owned subsidiary of Joytoto Korea. We have one wholly-owned subsidiary, JEI, and two sub-subsidiaries, Joytoto Technologies, Inc., a Nevada corporation (“JTI”) and Joytoto America, Inc., a California corporation (“JAI”), both of which are wholly-owned subsidiaries of JEI.
 
 On October 31, 2007, we divested our two subsidiaries and acquired JEI., and its two wholly-owned subsidiaries, JAI and JTI The discussion below concerns the business operations of our new subsidiaries, which are engaged in the business of providing online gaming services and MP3 and other technical products.
 
 Our business is conducted through our two sub-subsidiaries, JTI and JAI. Both were acquired by JEI, in the second quarter of 2007.  Both entities were formed in the third quarter of 2006.  We generated a revenue of $60,000 in the 1st quarter of 2009 primarily throught the sales of MP3 components. Even though we had revenue in the year 2009, we have operated at a loss for the year of 2009.
 
 Through our sub-subsidiary, JTI, we are a virtual, original equipment manufacturer (“OEM”) of consumer electronics for retailers located throughout the world. JTI entered into an Exclusive Distributorship Agreement with Joytoto Korea, whereby JTI was appointed as the exclusive worldwide distributor of Joytoto Korea’s MP3 products and other consumer electronic devices. Joytoto Korea will complete all purchase orders existing or pending as of the date of the Exclusive Distributorship Agreement. Joytoto Korea has transferred all of its MP3 products business as described in the Exclusive Distributorship Agreement to fulfill all new purchase orders for such products. We have entered into direct contractual relationships with Joytoto Korea’s primary customers.
 
 JAI has acquired an exclusive license to operate an online game service, using four online games developed by the Licensors, in the United States, for a period of ten years . The title, “The Great Merchant” has entered into closed beta service in December of 2008.
 
 Products and Services
 
 Our operations are organized into two business segments: Consumer Electronics and Online Games. Neither of our business segments has generated any revenues.
 
 Consumer Electronics
 
 Through our sub-subsidiary, JTI, we are a virtual, original equipment manufacturer (“OEM”) of consumer electronics for retailers located throughout the world. JTI is outsourcing it’s Hardware Development to a third party to distribute JTI’s products to Major Retailers such as Best Buy.
 
 In addition to the relationship with Best Buy, we are actively seeking partnerships with other leading retailers and consumer electronics brands globally. We intend to expand our product offerings to include Bluetooth devices and other digital multimedia peripherals.
 
 As of December 31, 2009, we generated revenue of $60,000.
  1
 
 Online Games
 
 Through our sub-subsidiary, JAI, we plan to operate an online game service in North America.
 
 On April 18, 2007, JAI entered into a Master License Agreement with Joytoto Korea, and Joyon Entertainment Co., Ltd., a Korean company (collectively, the “Licensors”), whereby JAI acquired an exclusive license to operate an online game service, using four online games developed by the Licensors, in the United States, for a period of ten years . In addition, JAI has the option to enter into an exclusive license to provide an additional twenty online games through its online game service. A national appraisal firm, valued the online game license at more than $36,000,000.
 
 Of the Licensors games, JAI is licensed to operate the MMORPG(Massively Multiplayer Online Role-Playing Game), “The Great Merchant” in the United States. The game is currently in open beta service since December of 2009. The game will be operating commercially in the first half of 2010.
 
 Competition
 
 Our business is extremely competitive, particularly with respect to prices, and, in certain instances, product availability. In addition, the market for the products we develop is subject to rapid technological change. We intend to compete with numerous OEM’s, many of which have significantly greater financial, technical, and marketing resources than we do.
 
 Employees
 
 We have five employees, all of which are full time.
  ITEM 1A - RISK FACTORS
 
 As a smaller reporting company we are not required to provide a statement of risk factors. However, since our operations are fairly new to us we believe this information may be valuable to our shareholders for this filing. We reserve the right to not provide risk factors in our future filings. Our primary risk factors and other considerations include:
 
 We have a limited operating history and limited historical financial information upon which you may evaluate our performance.
 
 We are in our early stages of development and face risks associated with a new company in a growth industry. We may not successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it could materially harm our business to the point of having to cease operations and could impair the value of our common stock to the point investors may lose their entire investment. Even if we accomplish these objectives, we may not generate positive cash flows or the profits we anticipate in the future.
 
 If we are unable to maintain relationships with our suppliers, our business could be materially adversely affected.
 
 Substantially all of our products are going to be manufactured by Joytoto Korea’s contract manufacturing partner. To the extent that the manufacturer is unwilling to do business with us, or to continue to do business with us once we enter into formal agreements with it, our business could be materially adversely affected. In addition, to the extent that the manufacturer modifies the terms of any contract it may enter into with us (including, without limitation, the terms regarding price, rights of return, or other terms that are favorable to us), or extend lead times, limit supplies due to capacity constraints, or other factors, there could be a material adverse effect on our business.
 
 JTI has taken over the contractual arrangements from Joytoto Korea. Currently there is only one customer with which business is being conducted. If we are unable continue this contractual arrangement, or future ones, either due to an inability to or if we lose these customer accounts before they generate any revenue over our losses, our business would substantially suffer.
 
 We operate in a competitive industry and continue to be under the pressure of eroding gross profit margins, which could have a material adverse effect on our business.
 
 The market for the products we intend to develop is very competitive and subject to rapid technological change. The prices for our intended products tend to decrease over their life cycle, which can result in decreased gross profit margins for us. There is also substantial and continuing pressure from customers to reduce their total cost for products. We expend substantial amounts on the value creation services required to remain competitive, retain existing business, and gain new customers, and we must evaluate the expense of those efforts against the impact of price and margin reductions. Further, our margins will be lower in certain geographic markets and certain parts of our business than in others. For example, the products we intend to sell in the Asian markets tend to have lower profit margins than in the United States. If we are unable to effectively compete in our industry or are unable to maintain acceptable gross profit margins, our business could be materially adversely affected.
  2
 
 Products developed by us may be found to be defective and, as a result, warranty and/or product liability claims may be asserted against us, which may have a material adverse effect on the company.
 
 We may face claims for damages as a result of defects or failures in the products we intend to develop, or which Joytoto Korea has developed for value-added resellers. Our ability to avoid liabilities, including consequential damages, may be limited as a result of differing factors, such as the inability to exclude such damages due to the laws of some of the countries where we do business. Our business could be materially adversely affected as a result of a significant quality or performance issue in the products developed by us, if we are required to pay for the damages that result.
 
 Our share ownership is concentrated.
 
 Joytoto Co. Ltd., a Korean company, beneficially owns approximately 42.3% of our voting shares (including shares owned by its wholly-owned subsidiary, Joyon Entertainment Co., Ltd.). As a result, this stockholder can exert significant influence over all matters requiring stockholder approval, including the election and removal of directors, any merger, consolidation or sale of all or substantially all of assets, as well as any charter amendment and other matters requiring stockholder approval. In addition, this stockholder may dictate the day to day management of the business. This concentration of ownership may delay or prevent a change in control and may have a negative impact on the market price of our common stock by discouraging third party investors. In addition, the interests of this stockholder may not always coincide with the interests of our other stockholders.
 
 Our non-U.S. locations may represent a significant portion of our sales, and consequently, we may be exposed to risks associated with operating internationally.
 
 As a result of our intended foreign sales and locations, and our relationships with foreign suppliers and potential foreign customers, our operations may be subject to a variety of risks that are specific to international operations, including the following:
  
 ·
import and export regulations that could erode profit margins or restrict exports;·
the burden and cost of compliance with foreign laws, treaties, and technical standards and changes in those regulations;·
potential restrictions on transfers of funds;·
foreign currency fluctuations;·
import and export duties and value-added taxes;·
transportation delays and interruptions;·
uncertainties arising from local business practices and cultural considerations; and·
potential military conflicts and political risks.
 
 While we intend to adopt measures to reduce the potential impact of losses resulting from the risks of doing business abroad, we cannot ensure that such measures will be adequate.
 
 When we make acquisitions, we may not be able to successfully integrate them or attain the anticipated benefits.
 
 We intend to acquire other businesses that are synergistic with ours. If we are unsuccessful in integrating our acquisitions, or if integration is more difficult than anticipated, we may experience disruptions that could have a material adverse effect on our business. In addition, we may not realize all of the anticipated benefits from our acquisitions, which could result in an impairment of goodwill or other intangible assets.
 
 If we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls over financial reporting, we may not be able to report our financial results accurately or timely or detect fraud, which could have a material adverse effect on our business.
 
 An effective internal control environment is necessary for us to produce reliable financial reports and is an important part of our effort to prevent financial fraud. We are required to periodically evaluate the effectiveness of the design and operation of our internal controls over financial reporting. Based on these evaluations, we may conclude that enhancements, modifications or changes to internal controls are necessary or desirable. While management evaluates the effectiveness of our internal controls on a regular basis, these controls may not always be effective. There are inherent limitations on the effectiveness of internal controls, including collusion, management override, and failure of human judgment. In addition, control procedures are designed to reduce rather than eliminate business risks. If we fail to maintain an effective system of internal controls, or if management or our independent registered public accounting firm discovers material weaknesses in our internal controls, we may be unable to produce reliable financial reports or prevent fraud, which could have a material adverse effect on our business. In addition, we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. Any such actions could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements, which could cause the market price of our common stock to decline or limit our access to capital.
  3
 
 We will rely on third-party suppliers and manufacturers to provide raw materials for and to produce our products, and we will have limited control over these suppliers and manufacturers and may not be able to obtain quality products on a timely basis or in sufficient quantity.
 
 Substantially all of our products will be manufactured by unaffiliated manufacturers. We may not have any long-term contracts with our suppliers or manufacturing sources, and we expect to compete with other companies for raw materials, production and import quota capacity.
 
 There can be no assurance that there will not be a significant disruption in the supply of raw materials from our intended sources or, in the event of a disruption, that we would be able to locate alternative suppliers of materials of comparable quality at an acceptable price, or at all. In addition, we cannot be certain that our unaffiliated manufacturers will be able to fill our orders in a timely manner. If we experience significant increased demand, or need to replace an existing manufacturer, there can be no assurance that additional supplies of raw materials or additional manufacturing capacity will be available when required on terms that are acceptable to us, or at all, or that any supplier or manufacturer would allocate sufficient capacity to us in order to meet our requirements. In addition, even if we are able to expand existing or find new manufacturing or raw material sources, we may encounter delays in production and added costs as a result of the time it takes to train our suppliers and manufacturers in our methods, products and quality control standards. Any delays, interruption or increased costs in the supply of raw materials or manufacture of our products could have an adverse effect on our ability to meet retail customer and consumer demand for our products and result in lower revenues and net income both in the short and long-term.
 
 In addition, there can be no assurance that our suppliers and manufacturers will continue to provide raw materials and to manufacture products that are consistent with our standards. We may receive shipments of product that fail to conform to our quality control standards. In that event, unless we are able to obtain replacement products in a timely manner, we risk the loss of revenues resulting from the inability to sell those products and related increased administrative and shipping costs. In addition, because we do not control our manufacturers, products that fail to meet our standards or other unauthorized products could end up in the marketplace without our knowledge, which could harm our reputation in the marketplace.
  The Chinese government could change its policies toward, or even nationalize, private enterprise, which could harm our operations.
 
 The majority of our manufacturing will be conducted in China. Accordingly, our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in China. Over the past several years, the Chinese government has pursued economic reform policies, including the encouragement of private economic activities and decentralization of economic regulation. The Chinese government may not continue to pursue these policies or may significantly alter them to our detriment from time to time without notice. Changes in policies by the Chinese government resulting in changes in laws or regulations, our interpretation of laws or regulations, or the imposition of confiscatory taxation, restrictions on currency conversion or imports and sources of supply could materially and adversely affect our business and operating results.
 
 Our common stock may be affected by limited trading volume and may fluctuate significantly.
 
 There has been a limited public market for our common stock and there can be no assurance an active trading market for our common stock will develop. This could adversely affect our shareholders’ ability to sell our common stock in short time periods or possibly at all. Our common stock has experienced and is likely to experience significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance. Our stock price could fluctuate significantly in the future based upon any number of factors such as: general stock market trends; announcements of developments related to our business; fluctuations in our operating results; announcements of technological innovations, new products or enhancements by us or our competitors; general conditions in the markets we serve; general conditions in the U.S. economy; developments in patents or other intellectual property rights; the performance of our eligible portfolio companies; and developments in our relationships with our customers and suppliers. Substantial fluctuations in our stock price could significantly reduce the price of our stock.
 
 Our common stock is traded on the "Over-the-Counter Bulletin Board," which may make it more difficult for investors to resell their shares due to suitability requirements.
 
 Our common stock is currently traded on the Over the Counter Bulletin Board (OTCBB) where we expect it to remain in the foreseeable future. Broker-dealers often decline to trade in OTCBB stocks given the market for such securities are often limited, the stocks are more volatile, and the risk to investors is greater. These factors may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of their shares. This could cause our stock price to decline.
  4
 
 There is substantial doubt about our ability to continue as a going concern.
 
 Our independent registered public accounting firm has issued an opinion on our consolidated financial statements that states that the consolidated financial statements were prepared assuming we will continue as a going concern and further states that our net losses of $30,440,852 and $36,212,363 in 2009 and 2008 and accumulated deficit of $117,564,388 at December 31, 2009 raise substantial doubt about our ability to continue as a going concern. Our plans concerning these matters include raising capital through the equity markets to fund future operations and generating revenue through our license agreements.  Additionally, even we do raise sufficient capital to support our operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable us to develop business to a level where it will generate profits and cash flows from operations.
 
 ITEM 1B - UNRESOLVED STAFF COMMENTS
 
 This Item is not applicable to us as we are not an accelerated filer, a large accelerated filer, or a well-seasoned issuer; however, we have not received written comments from the Commission staff regarding our periodic or current reports under the Securities Exchange Act of 1934 within the last 180 days before the end of our last fiscal year that have not been resolved.
 
 ITEM 2 - PROPERTIES
 
 Pollex, Inc., leases approximately 560 square feet of office space in Santa Clara, California, for $756 per month pursuant to the terms of a one (1) year lease agreement commencing March 1, 2010 and ending February 28, 2011.
  ITEM 3 - LEGAL PROCEEDINGS
 
 Consumer Protection Corporation v. Neo-Tech News, a fictitiously named Defendant whose true legal identity is not known by Plaintiff, Joytoto USA, Inc., Joyon Entertainment, Inc., ABC Defendants 1-50, United States District Court for the District of Arizona, Case No. 08-1953-PHX-JAT
 
 Plaintiff commenced this action on or about September 24, 2008, by the filing of a Complaint.  Plaintiff asserts claims arising from an alleged unsolicited facsimile concerning the Company.  Plaintiff alleges that the Company paid Neo-Tech News to broadcast the facsimile to Plaintiff as well as other members of the proposed class.  Based upon these allegations, Plaintiff asserts claims for violations of the Telephone Consumer Protection Act, declaratory judgment, civil conspiracy, and aiding and abetting.  Plaintiff seeks class certification, injunctive relief, damages in accordance with the Telephone Consumer Protection Act, costs, attorneys’ fees, and costs.
  
 On January 5, 2010, the action was dismissed with prejudice.
 
 ITEM 4 –Reserved.
 
 PART II
 
 ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
 Market Information
 
 Our common stock is currently quoted on the OTC Bulletin Board.  Our common stock has traded under the symbol PLLX since October 24, 2008.
 
 The following table sets forth the high and low bid information for each quarter within the two most recent fiscal years, plus the first quarter of 2010, as provided by the Nasdaq Stock Markets, Inc. The information reflects prices between dealers, and does not include retail markup, markdown, or commission, and may not represent actual transactions.
 
 Fiscal Year

Ended



Bid PricesDecember 31,

Period

High


Low2010

First Quarter

$
0.10


$
0.022009

First Quarter

$
0.10


$
0.02Second Quarter

$
0.24


$
0.02Third Quarter

$
0.13


$
0.04Fourth Quarter

$
0.16


$
0.042008

First Quarter

$
0.95


$
0.30Second Quarter

$
0.68


$
0.30Third Quarter

$
9.90


$
0.285Fourth Quarter

$
0.51


$
0.04
 
 The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to a few exceptions which we do not meet. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.
 
 There are currently warrants outstanding to acquire an aggregate of 700,000shares of our common stock at an exercise price of $3.00 per share which were issued to the holders of our Junior Convertible Debentures as part of the acquisition of JEI. There are also currently warrants outstanding to acquire an aggregate of 246,666shares of our common stock at an exercise price of $10.50per share which were issued to three consultants as part of the acquisition of JEI.
 
 
 5
 
 The number of holders of record of shares of our common stock is 40.
 
 There have been no cash dividends declared on our common stock. Dividends are declared at the sole discretion of our Board of Directors.
 
 ITEM 6 - SELECTED FINANCIAL DATA
 
 As a smaller reporting company we are not required to provide the information required by this Item.
 
 ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 
 Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
 
 Although the forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
 
 Results of Operations
 
 Introduction
 
 Our business is conducted through our two sub-subsidiaries, Joytoto America and Joytoto Technologies. Both were acquired by Joyon Entertainment, Inc., in the second quarter of 2007, and both were formed in the third quarter of 2006, and thus we have no operations, other than some simple formation activities, for comparison purposes in prior periods. We have revenue of $60,000for first quarter of 2009 There can be no assurance, however, that we will achieve all or any part of our anticipated revenue goals..
 
 Year ended December 31, 2009 compared to the Year ended December 31, 2008
 
 Revenues, Expenses and Loss from Operations
 
 Our revenues, selling, general and administrative expenses, depreciation, amortization, total costs and expenses, and net loss for the year ended December 31, 2009 and for the year ended December 31, 2008 are as follows:
 
 Year Ended

December 31,

2009


Year Ended

December 31,

2008Revenue

$
60,000


$
732,239Cost of goods sold


54,000



667,142Selling, general and administrative


25,513,811



25,489,864Impairment of license agreements


4,227,975



9,095,226Impairment of goodwill


52,912Depreciation and Amortization


625,929



1,468,939Allowance for bad debts


-



200,000Research and development


-



15,426Total costs and expenses


30,474,627



36,936,597Net Loss

$
(30,440,852)


$
(36,212,363
)
 
 
 6
  Revenue
 
 Total revenue for the year ended December 31, 2009 was $60,000, compared to $732,239 for the year ended December 31, 2008.  The decrease of $672,239 or 91.8% was primarily due to no revenue generated from our sales in our MP3 contracts from JTI.
 
 Selling, General and Administrative
 
 General and Administrative expenses for the year ended December 31, 2009 was $25,513,604, compared to $25,489,864 for the year ended December 31, 2008.  The increase of $23,740 or 0.1% was primarily due to stock based compensation due to the shares granted to our executive officers under their employment agreements.
 
 Impairment of license agreements
 
 Impairment for the year ended December 31, 2009 was $4,227,975, compared to $9,095,226 for the year ended December 31, 2008.  The decrease of $4,867,251 or 53.5% was primarily due to reducing Company cash flow projections.
 
 Depreciation
 
 Depreciation for the year ended December 31, 2009 was $8,309, compared to $8,309 for the year ended December 31, 2008.  There was no change in depreciation due to no depreciation of the Company’s fixed assets.
 
 Amortization
 
 Amortization for the year ended December 31, 2009 was $617,620, compared to $1,460,630 for the year ended December 31, 2008.  The decrease of $843,010 or 57.7% was primarily due to reduced amortization in 2009 due to previous impairment.
 
 Allowance for bad debts
 
 At December 31, 2008, an allowance for potential uncollectibility of $200,000 was established against a Deposit made with a supplier in Korea.  The Company initially deposited $400,000, of which $200,000 was returned.  The Company has demanded payment from the supplier and filed suit in Korea to recover this remaining amount.  The Company has also obtained the right to collect receivables of this supplier to be used to pay off the deposit.  Since ultimate collectibility of this amount is not certain, the Company has established this allowance.
 
 Net Loss
 
 Our Net Loss for the year ended December 31, 2009 was $30,440,852, compared to $36,212,363 for the year ended December 31, 2008.  The decrease of $5,771,511 or 16% was primarily due to decrease in amortization expense and less revenue generated for 2009.
 
 Liquidity and Capital Resources
 
 Introduction
 
 Our primary assets are the two online game license agreements and the Exclusive Distributorship Agreement. We have not begun to generate revenue from the two online game license agreements, and as a result we have very few current assets. Our cash requirements have been relatively small up to this point, but as a result of the acquisition of JEI and the fact that we are now a public, reporting company, we anticipate that our cash needs will increase dramatically. We anticipate satisfying these cash needs through the sale of our common stock until we not only begin to generate revenue, but until we can generate enough revenue to sustain our operations.
 
 7
 
 Cash Requirements
 
 As stated above, we anticipate that our cash requirements will increase substantially as a result of the fact that we are now a public, reporting company and as we begin to increase operations to generate revenue from our license and distributorship agreements.
 
 Sources and Uses of Cash
 
 Operations
 
 Net loss for the year ended December 31, 2009 was $30,440,852, compared to $36,212,363 for the year ended December 31, 2008.  The decrease of $5,771,511 or 16% was primarily due to decrease in impairment of Company’s license agreements. This was offset by depreciation and amortization of $625,929, stock based compensation of $25,000,000, an impairment on the Company’s license agreements of $4,227,975, an increase in accrued expenses of $218,563, for total cash used in operating activities of $315,473.
 
 Revenue for the year ended December 31, 2009 was $60,000, compared to $732,239 for the year ended December 31, 2008.  The decrease of $672,239 or 92% was primarily due to less sales generated from our Hardware Division..
 
 Investments
 
 For the year ended December 31, 2009, there was no cash increase from investing activities.
 
 Financing
 
 For the year ended December 31, 2009, our cash flows from financing activities totaled $312,252, from $346,671 in loan proceeds offset by the repayment of $34,419 in loans..
 
 For the year ended December 31, 2008, our cash flows from financing activities totaled $244,705, from $296,400 in loan proceeds offset by the repayment of $50,000 in loans and $1.695 from our bank overdraft account.
 
 Critical Accounting Policies
 
 The discussion and analysis of the Company’s financial condition and results of operations are based upon its financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with its Board of Directors, the Company has identified the following accounting policies that it believes are key to an understanding of its financial statements. These are important accounting policies that require management’s most difficult, subjective judgments.
 
 Valuation of License Agreements
 
 The company accounts for goodwill and license agreements in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and other Intangible Assets.” Under SFAS 142, goodwill and intangibles with indefinite lives are not amortized; rather they are tested for impairment at least annually.  Intangible assets and license agreements, other than goodwill, with definite lives will be amortized over their useful lives ranging from 3 to 10 years. The company periodically evaluates the reasonableness of the useful lives of these intangible assets.  The license agreements were valued on our balance sheet as follows:
 
 A.   Upon execution of the Master License Agreement the Company issued Joyon Korea thirty million (30,000,000) common shares as consideration. Prior to the acquisition of the Master License Agreement the Company had an independent business valuation performed whereby the Company’s enterprise value was calculated to be $0.1799 per share. Accordingly, the shares issued for the license were valued at $0.1799 per share.
 
 B.   Prior to the acquisition of the Exclusive Distributorship Agreement the Company had an independent business valuation performed whereby the Company’s enterprise value was calculated to be $0.3562 per share. Accordingly, the shares issued for the license agreement were valued at $0.3562 per share.
 
 
 8
 
 
 C.The Company reviewed its license agreements for impairment again at December 31, 2009 and determined that the license agreements were completely impaired and should be reduced to zero.  Accordingly, the Company recognized an impairment loss of $4,227,975 in 2009.  The Company reached this conclusion due to its’ inability to generate the revenues originally anticipated as well the difficulty in raising the necessary funds to develop and utilize the licenses due to the current difficult credit environment.
 
 D.   License agreements are comprised of the following:
 
 December 31,

Estimated2008


2009

Useful LifePang Pang License

$
279,373


$
-

3 yearsNorth American Master License


2,419,444



-

10 yearsExclusive Distributorship


4,688,957



-

10 years7,387,774Less: accumulated amortization


(2,542,178
)


-$
4,845,596


$
-
 
 Revenue Recognition
 
 The Company recognizes revenue from the sale of products and services in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 “Revenue Recognition in Financial Statements” (“SAB No. 104”).  Revenues are recognized when all of the following criteria have been met: persuasive evidence for an arrangement exists; delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectibility is reasonably assured.
 
 Equipment and Depreciation
 
 Equipment is stated at cost and is depreciated using the straight line method over the estimated useful lives of the respective assets. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized.  When equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations.
 
 Stock-Based Compensation
 
 The Company accounts for employee stock based compensation and stock issued for services using the fair value method. The Company accounts for stock issued for services using the fair value method. In accordance with Emerging Issues Task Force (“EITF”) 96-18, the measurement date of shares issued for services is the date at which the counterparty’s performance is complete.
 
 Off-balance Sheet Arrangements
 
 We have no off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be material to investors.
 
 ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 As a smaller reporting company we are not required to provide the information required by this Item.
 
 
 9
 
 ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 POLLEX, INC. AND SUBSIDIARY
 
 AUDITED FINANCIAL STATEMENTS
 FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
 
 [Missing Graphic Reference]
 
 
 CONTENTS

PageReport of Independent Registered Public Accounting Firm

F-2Consolidated Balance Sheets

F-3Consolidated Statements of Operations

F-4Consolidated Statement of Stockholders’ Equity (Deficit)

F-5Consolidated Statements of Cash Flows

F-6Notes to Consolidated Financial Statements

F-7
 
 
 F - 1
 
 
 
 
 MEYLER & COMPANY, LLC
 CERTIFIED PUBLIC ACCOUNTANTS
 ONE ARIN PARK
 1715 HIGHWAY 35
 MIDDLETOWN, NJ 07748
 
 
 
 Report of Independent Registered Public Accounting Firm
 
 
 To the Board of Directors
 Pollex, Inc.
 Santa Clara, CA
 
 We have audited the accompanying consolidated balance sheets of Pollex, Inc. as of December 31, 2009 and 2008 and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2009.  These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Pollex, Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note B to the consolidated financial statements, the Company incurred net losses of $30,440,852 and $36,212,363 in 2009 and 2008 and had an accumulated deficit of$117,564,388 at December 31, 2009.  These conditions raise substantial doubt about its ability to continue as a going concern.  Management’s plans regarding these matters are also described in Note B.  The consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.
 
 /s/ Meyler & Company, LLC
 
 Middletown, NJ
 April 13, 2010
 
 
 F - 2
 
 
 POLLEX, INC. AND SUBSIDIARYCONSOLIDATED BALANCE SHEETSDecember 31,2009


2008ASSETSCURRENT ASSETCash

$
5,438


$
8,659Total current asset


5,438



8,659PROPERTY AND EQUIPMENT, net of accumulated depreciationof $23,541 and $15,233


3,287



11,595OTHER ASSETSLicense Agreements, net of accumulated amortizationof $0 and $2,542,178


-



4,845,596Goodwill


-



52,912Deposits


3,090



3,090Total other assets


3,090



4,901,598TOTAL ASSETS

$
11,815


$
4,921,852LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESAccrued expenses and accounts payable

$
743,514


$
524,951Due to affiliate


194,056



194,056Loans payable


608,652



296,400Total Current Liabilities


1,546,222



1,015,407STOCKHOLDERS’ EQUITY (DEFICIT)Common stock, authorized 300,000,000 shares;par value $0.001; 5,121,689 issued and outstanding


5,120



5,120Additional paid-in-capital


116,024,861



91,024,861Accumulated deficit


(117,564,388
)


(87,123,536
)Total Stockholders’ Equity (Deficit)


(1,534,407
)


3,906,445TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

$
11,815


$
4,921,852See accompanying notes to consolidated financial statements.
 
 
 F - 3
 POLLEX, INC. AND SUBSIDIARYCONSOLIDATED STATEMENTS OF OPERATIONSFor the years endedDecember 31,2009


2008REVENUES

$
60,000


$
732,239COSTS AND  EXPENSESCost of goods sold


54,000



667,142Selling, general and administrative


25,513,811



25,489,864Impairment of license agreements


4,227,975



9,095,226Impairment of goodwill


52,912



-Depreciation and amortization


625,929



1,468,939Allowance for bad debts


-



200,000Research and development


-



15,426Total Costs and Expenses


30,474,627



36,936,597OPERATING LOSS


(30,414,627
)


(36,204,358
)OTHER EXPENSEInterest expense


(26,225
)


(6,346
)Total Other Expense


(26,225
)


(6,346
)LOSS BEFORE INCOME TAXES


(30,440,852
)


(36,210,704
)PROVISION FOR INCOME TAXES


-



(1,659
)NET LOSS

$
(30,440,852
)

$
(36,212,363
)NET LOSS PER COMMON SHARE (Basic and Diluted)

$
(5.94
)

$
(7.07
)WEIGHTED AVERAGE SHARES OUTSTANDING


5,120,417



5,120,417See accompanying notes to consolidated financial statements.
 
 
 F - 4
 
 
 
 
 POLLEX, INC. AND SUBSIDIARYCONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)For the years ended December 31, 2008 and 2009TotalAdditional





Stockholders'Common Stock


Paid-in


Accumulated


EquityShares


Amount


Capital


Deficit


(Deficit)Balance, December 31, 2007


5,121,689



5,120



66,024,861



(50,911,173
)


15,118,808Stock based compensation


-



-



25,000,000



-



25,000,000Net loss for the year ended December 31, 2008


-



-



-



(36,212,363
)


(36,212,363
)Balance, December 31, 2008


5,121,689



5,120



91,024,861



(87,123,536
)


3,906,445Stock based compensation


-



-



25,000,000



-



25,000,000Net loss for the year ended December 31, 2009


-



-



-



(30,440,852
)


(30,440,852
)Balance, December 31, 2009


5,121,689


$
5,120


$
116,024,861


$
(117,564,388
)

$
(1,534,407
)See accompanying notes to consolidated financial statements.
 
 F - 5
 
 
 POLLEX, INC. AND SUBSIDIARYCONSOLIDATED STATEMENTS OF CASH FLOWSFor the years endedDecember 31,2009


2008CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(30,440,852
)

$
(36,212,363
)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization


625,929



1,468,939Stock based compensation


25,000,000



25,000,000Impairment of license agreements


4,227,975



9,095,226Impairment of goodwill


52,912



-Changes in assets and liabilities:Decrease in prepaid expenses


-



3,527Increase in deposits


-



(18
)Increase in accrued expenses


218,563



319,648Increase in due to affiliate


-



88,995Net cash used in operating activities


(315,473
)


(236,046
)CASH FLOWS FROM FINANCING ACTIVITIESLoan proceeds


346,671



296,400Repayment of loan


(34,419
)


(50,000
)Bank overdraft


-



(1,695
)Net cash provided by financing activities


312,252



244,705Net increase (decrease) in cash


(3,221
)


8,659CASH AT BEGINNING OF YEAR


8,659



-CASH AT END OF YEAR

$
5,438


$
8,659SUPPLEMENTAL CASH FLOW DISCLOSURESCash paid for interest

$
-


$
-Cash paid for taxes


-



1,659See accompanying notes to consolidated financial statements.
 
 
 F - 6
 
 
 
 POLLEX, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2009
 
 
 NOTE A – ORGANIZATION AND DESCRIPTION OF BUSINESS
 
 Pollex, Inc. provides online gaming services and MP3 and other technical products through its wholly-owned subsidiary, Joyon Entertainment, Inc. (“JEI”).
 
 JEI was incorporated on December 6, 2006 under the laws of the State of Delaware. JEI manages the business of its two wholly-owned subsidiaries, Joytoto America, Inc (“JAI”), and Joytoto Technologies, Inc (“JTI”).
 
 JAI was formed on July 7, 2006 under the laws of the State of California.  JAI is engaged in the business of providing online games via the internet.  It was acquired by JEI on April 18, 2007 for 5,000,000 shares of JEI’s common stock.
 
 JTI was formed on September 1, 2006 under the laws of the State of Nevada.  JTI’s business is to engage in the sales and distribution of MP3 and other technical devices.  It was acquired by JEI on June 11, 2007 for $1.00 prior to acquiring a license agreement.  JTI had no assets or liabilities prior to its acquisition by JEI and to date, has had no operating activity.
 
 NOTE B – GOING CONCERN
 
 As indicated in the accompanying consolidated financial statements, the Company incurred net losses of $30,440,852 and $36,212,363 for the years ended December 31, 2009 and 2008 and has an accumulated deficit of $117,564,388 at December 31, 2009. Management’s plans include raising capital through the equity markets to fund future operations and generating revenue through its license agreements.  Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations.  Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations.  These matters raise substantial doubt about the Company’s ability to continue as a going concern.  However, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
 
 NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Consolidated Financial Statements
 
 The consolidated financial statements include the accounts of Pollex, Inc. and its wholly owned subsidiary.  All significant intercompany balances and transactions have been eliminated in consolidation.
 
 Use of Estimates
 
 The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
 F - 7
 
 POLLEX, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2009
 
 
 NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Cash Equivalents
 
 The Company considers all highly-liquid investments with an original maturity of three months or less to be cash equivalents. There were no cash equivalents at December 31, 2009 or 2008.
 
 Equipment and Depreciation
 
 Equipment is stated at cost and is depreciated using the straight line method over the estimated useful lives of the respective assets. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized.  When equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations.
 
 Revenue Recognition
 
 The Company recognizes revenue from the sale of products and services in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 “Revenue Recognition in Financial Statements” (“SAB No. 104”).  Revenues are recognized when all of the following criteria have been met: persuasive evidence for an arrangement exists; delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectibility is reasonably assured.
 
 Intangible Assets, Goodwill and License Agreements
 
 Goodwill and intangibles with indefinite lives are not amortized; rather they are tested for impairment at least annually.
 
 Intangible assets and license agreements, other than goodwill, with definite lives are amortized over their useful lives ranging from 3 to 10 years.  The company periodically evaluates the reasonableness of the useful lives of these intangible assets.
 
 In order to test goodwill and other intangible assets with indefinite lives for impairment, a determination of the fair value of the Company’s reporting units for its goodwill valuation and its other intangible assets with indefinite lives is required and is based upon, among other things, estimates of future operating performance of the reporting unit being valued.  Changes in market conditions, among other factors may have an impact on these estimates.
 
 The Company reviews long-lived assets, including intangibles with definite useful lives, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset.  If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
 
 See Notes E and F as to impairment of license agreements and goodwill.
 
 
 F - 8
 
 
 POLLEX, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2009
 
 
 NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Advertising Expense
 
 Advertising expenses are included in Selling, general and administrative expenses in the Statement of Operations and are expensed as incurred.  The Company incurred $1,546 and $2,285 in advertising expenses for the years ended December 31, 2009 and 2008, respectively.
 
 Fair Values of Financial Instruments
 
 The Company uses financial instruments in the normal course of business. The carrying values of accrued expenses and accounts payable, due to affiliate and loans payable approximate their fair value due to the short-term maturities of these assets and liabilities.
 
 Income Taxes
 
 Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
 
 Net Loss Per Common Share
 
 Basic earnings per share (“EPS”) is computed by dividing the income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period.  Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods. There are no potential dilutive common shares at December 31, 2009.
 
 Stock-Based Compensation
 
 The Company accounts for employee stock based compensation and stock issued for services using the fair value method.
 
 The Company accounts for stock issued for services using the fair value method.  The measurement date of shares issued for services is the date at which the counterparty’s performance is complete.
 
 Development Stage Company
 
 The Company was a development stage company as defined by SFAS No. 7.  The Company was dedicating substantially all of its efforts to establishing its online gaming services and MP3 business.  In 2008, the Company ceased to be a development stage company as it began operating and generating revenues from its MP3 business.
 
 Recent Accounting Pronouncements
 
 In June 2009, the FASB issued ASC Topic 105, "Generally Accepted Accounting Principles" ("ASC 105").  ASC 105 establishes the FASB Accounting Standards CodificationTM ("Codification") as the single official source of authoritative GAAP (other than guidance issued by the SEC) recognized by the FASB to be applied by nongovernmental entities.  ASC 105 was effective for interim or annual financial periods ending after September 15, 2009. The adoption of ASC 105 had no impact on the Company's
 
 F - 9
 POLLEX, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2009
 
 
 NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Recent Accounting Pronouncements (Continued)
 
 financial position or results of operations. The Company has referred to the relevant parts of the Codification in this Annual Report on Form 10-K and will apply the new presentation prospectively.
 
 In May 2009, the FASB issued ASC Topic 855, "Subsequent Events" ("ASC 855"), which establishes general standards of accounting for the disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. ASC 855 is effective for interim or annual financial periods ending after June 15, 2009 and is applied prospectively. The Company adopted the provisions of ASC 855 effective August 1, 2009, with no material impact on its financial position or results of operations. In February 2010, the FASB issued ASU 2010-09, "Subsequent Events" ("ASU 2010-09"), which amends certain provisions of ASC 855 by removing the requirement for SEC filers to disclose the date through which subsequent events have been evaluated. ASU 2010-09 is effective upon its issuance in February 2010, and its provisions have been adopted by the Company by the removal of the date subsequent events were evaluated in the footnotes to the Company's consolidated financial statements. The adoption of ASU 2010-09 did not have any impact on the Company's financial position and results of operations.
 
 NOTE D – FIXED ASSETS
 
 Fixed Assets are comprised of the following:
 
 December 31,

Estimated2009


2008

Useful LifeComputers

$
23,500


$
23,500

3 yearsFurniture and equipment


3,328



3,328

7 years26,828



26,828Less: accumulated depreciation


(23,541
)


(15,233
)$
3,287


$
11,595
 
 Depreciation expense was $8,309 and $8,309 for the years ended December 31, 2009 and 2008, respectively.
 
 NOTE E – LICENSE AGREEMENTS
 
 On February 23, 2007, JAI entered into a license agreement with Joytoto Korea, for one game, Pang Pang Terrible, for consideration of $400,000.  The license is for the United States of America territory and is for a term of 3 years.  The agreement provides for a 30% of net sales royalty fee payable to the licensor.  Net sales are defined as gross sales less 15%.
 
 On April 18, 2007, JAI entered into an exclusive North American Master License Agreement with Joytoto Korea and Joyon Korea.  The license gives JAI the exclusive right to the use and commercialization of 4 game titles immediately, and the right to acquire no less than 20 additional game title licenses for no additional consideration.  Each game license provides for a 25% of net sales royalty fee payable to the licensor.  Net sales are defined as gross sales less 15%.  The term of the agreement is 10 years and allows for two 5 year extensions for additional consideration of $10,000.  Upon execution of the Master License Agreement, JEI issued Joyon Korea 30,000,000 common shares as consideration.  Prior to the acquisition
 
 F - 10
 POLLEX, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2009
 
 
 NOTE E – LICENSE AGREEMENTS (CONTINUED)
 
 of the Master License Agreement, JEI had an independent business valuation performed whereby the Company’s enterprise value was calculated to be $0.1799 per share.  Accordingly, the shares issued for the license were valued at this amount.
 
 On June 11, 2007, JTI entered into an Exclusive Distributorship Agreement with Joytoto Korea.  The agreement provides that JTI has the worldwide, exclusive right to distribute, market, promote and sell Joytoto Korea’s current and future model MP3 player devices.  As consideration for the Exclusive Distributorship Agreement, JEI issued Joytoto Korea 30,000,000 common shares.  Prior to the acquisition of the Exclusive Distributorship Agreement the Company had an independent business valuation performed whereby the Company’s enterprise value was calculated to be $0.3562 per share.  Accordingly, the shares issued for the license agreement were valued at this amount.
 
 At September 30, 2008, the Company reviewed its license agreements for impairment due to the deteriorating market for consumer goods in the US.  At that time, the Company reviewed and adjusted its discounted cash flow projections. As a result of this assessment, the Company determined that the value of its license agreements was $5,000,000. As such, an impairment charge of $9,095,227 was recorded to reduce the carrying amount of the license agreements to this amount.
 
 The Company reviewed its license agreements for impairment again at December 31, 2009 and determined that the license agreements were completely impaired and should be reduced to zero.  Accordingly, the Company recognized an impairment loss of $4,227,975 in 2009.  The Company reached this conclusion due to its’ inability to generate the revenues originally anticipated as well the difficulty in raising the necessary funds to develop and utilize the licenses due to the current difficult credit environment.
 
 The license agreements are comprised of the following:
 
 December 31,2009


2008Pang Pang License

$
-


$
279,373North American Master License


-



2,419,444Exclusive Distributorship


-



4,688,957-



7,387,774Less: accumulated amortization


-



(2,542,178
)-



4,845,596
 
 Amortization expense was $617,620 and $1,460,630 for the years ended December 31, 2009 and 2008, respectively.
 
 NOTE F – GOODWILL
 
 In connection with the Company’s acquisition of JAI on April 18, 2007, the Company recognized Goodwill of $52,912, which represented the excess of the purchase price over the fair value of the net assets of JAI.
 
 The Company reviewed tested Goodwill for impairment at December 31, 2009 and concluded that the Goodwill was completely impaired and should be reduced to zero.  Accordingly, the Company recognized an impairment loss of $52,912 in 2009.  This plus the impairment of the license agreements discussed in Note E resulted in the fair value of JAI being reduced to zero.
 
 F - 11
 
 POLLEX, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2009
 
 
 NOTE G – DUE TO AFFILIATE
 
 Certain expenses have been paid on behalf of the Company by Joytoto Korea. The Company has recognized the expenses and corresponding payable to Joytoto Korea as due to affiliate. The advances are non-interest bearing and have no specific repayment date.
 
 NOTE H – LOAN PAYABLE
 
 On September 26, 2007 the Company signed a promissory note with a principal amount of $50,000.  The term of the promissory note is one year and bears interest at an annual rate of 6%.  The note may be repaid at any time prior to its due date without a prepayment penalty, however if any amount of the principal plus accrued interest remains unpaid after the note’s due date then the annual rate of interest increases to 10% per annum.  This amount was repaid in 2008.
 
 During 2008, the Company signed promissory notes with two individuals totaling $296,400.  The terms of the promissory notes are one year and bears interest at an annual rate of 6%.  The notes may be repaid at any time prior to its due date without a prepayment penalty, however if any amount of the principal plus accrued interest remains unpaid after the note’s due date then the annual rate of interest increases to 10% per annum.
 
 During 2009, the Company repaid $34,419 of these notes and received additional proceeds of $346,671 from additional promissory notes.  The remaining $608,652 in notes is with one individual.
 
 NOTE I - INCOME TAXES
 
 The Company files a consolidated income tax return on a calendar year basis.  At December 31, 2009, the Company had an unused net operating loss carryforward of approximately $4,286,000 for income tax purposes, which expires at various dates imposed by the rules and regulations of the Internal Revenue Service.  This net operating loss carryforward may result in future income tax benefits of approximately $1,286,000; however because realization is uncertain at this time, a valuation reserve in the same amount has been established.  Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
 
 Significant components of the Company’s deferred tax liabilities and assets as of December 31, 2009 and 2008 are as follows:
 
 December 31,2009


2008Deferred tax liabilities

$
-


$
-Deferred tax asset-Net operating loss carryforward


1,286,000



937,000Valuation allowance


(1,286,000
)


(937,000
)Net deferred tax asset


-



-
 
 F - 12
 
 POLLEX, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2009
 
 
 NOTE J – WARRANTS
 
 In connection with the acquisition of JEI, 700,000 warrants with an exercise of $3.00 were issued to the debenture holders. The warrants were valued at $42.78 per warrant or $29,943,900. The warrants vested immediately and expire October 31, 2014. The warrants were valued using a Black-Scholes valuation model and were recorded in selling, general and administrative expense.
 
 In connection with the acquisition of JEI, the company issued 133,333 warrants with an exercise price of $37.71 to consultants on October 31, 2007.  The warrants were valued at $37.71 per warrant or $5,028,000. The warrants vested immediately and expire October 31, 2014. The warrants were valued using a Black- Scholes valuation model and were recorded in selling, general and administrative expense.
 
 The Company entered into a consulting agreement with London Finance Group, Ltd. (“LFG”) on October 12, 2007 with an effective date of October 1, 2007 and is for a period of two years.  In connection with this agreement, the Company gave LFG warrants to purchase 113,333 shares of common stock at an exercise price of $10.50 per share. The warrants vested immediately and expire October 31, 2014.  The value of the warrants was determined to be $37.71 per warrant or $4,273,800 using a Black-Scholes valuation model.  Accordingly, this amount was recorded in selling, general and administrative expense.
 
 The following are the assumptions used in determining the above fair values using the Black-Scholes option pricing model:
 
 Expected life

7 yearsRisk free rate

4.20%Volatility

43.50%Dividend yield

0%
 
 The following summarizes warrant activity during 2008 and 2009:
 
 Shares


Weighted

Average

Grant Date

Fair ValueOutstanding, January 1, 2008


946,667


$
41.46Granted


-



-Forfeited


-



-Expired


-



-Exercised


-



-Outstanding, December 31, 2008


946,667


$
41.46Granted


-



-Forfeited


-



-Expired


-



-Exercised


-



-Outstanding, December 31, 2009


946,667


$
41.46
 
 F - 13
 
 
 POLLEX, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2009
 
 
 NOTE J – WARRANTS (CONTINUED)
 
 The weighted average remaining contractual life and exercise price of the warrants outstanding and exercisable at December 31, 2009 was 4.84 years and $4.95, respectively.  The intrinsic value of the warrants outstanding and exercisable at December 31, 2009 was $0 as the stock price exceeded the exercise price.
 
 The weighted average remaining contractual life and exercise price of the warrants outstanding and exercisable at December 31, 2008 was 5.84 years and $4.95, respectively.  The intrinsic value of the warrants outstanding and exercisable at December 31, 2008 was $0 as the stock price exceeded the exercise price.
 
 NOTE K – COMMITMENTS AND CONTINGENCIES
 
 Property Leases:
 
 During 2008 and 2009, the Company leased office facilities in Santa Clara, California. The lease commenced on March 1, 2007 and is for a term of one year.  The lease was renewed on March 1, 2008 and ended on March 1, 2009.  The Company’s rent payments were $1,536 per month.
 
 On April 1, 2009, the Company signed a one year lease on office space in Santa Clara, California.  This lease was not renewed on April 1, 2010.  The Company’ rent payments were $1,864 per month.  The Company’s rental payments in 2010 prior to the termination of the lease were $5,592.
 
 On March 1, 2010, the Company signed a one year lease on office space in Santa Clara, California.  This lease term is through February 28, 2011.  The Company’ rent payments were $756 per month.
 
 The Company was leasing an apartment in Santa Clara, California for use of its President.  The lease is for a term of one year commencing November 1, 2007 and ended October 31, 2008. The lease payments were $2,415 per month on this apartment.
 
 The Company is leasing an apartment in Santa Clara, California for use of its President.  The lease is for a term of one year commencing November 1, 2008 and was renewed October 26, 2009.  The lease term is through December 25, 2010.  The lease payments were $2,775 per month on the original lease and are $3,300 per month on the current lease.
 
 The minimum future lease commitment on the above leases is as follows:
 
 2010

$
52,7522011


1,512$
54,264
 
 Rent expense for the years ended December 31, 2009 and 2008 was $53,442 and $61,387, respectively.
 
 Auto Leases:
 
 The Company signed a lease in October 2006 to lease an automobile for the former CEO of its subsidiary.  The vehicle was returned and the lease ended September 23, 2008.  The lease payments were $817 per month.
 
 F - 14
 
 POLLEX, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2009
 
 
 NOTE K – COMMITMENTS AND CONTINGENCIES (Continued)
 
 Auto Leases (Continued):
 
 The Company signed a lease in December 2008 to lease an automobile for its’ CEO.  The lease runs through December 14, 2012.  The lease payments are $578 per month.  The minimum future lease commitment on these leases is as follows:
 
 2010

$
6,9332011


6,9332012


6,356$
20,222
 
 Employment Agreements:
 
 Through its subsidiary, JEI, the Company has employment agreements with all three of the Company’s executives.  These employment agreements are all dated October 31, 2007 and run through October 31, 2010, unless terminated earlier.
 
 Under the employment agreement, Seong Yong Cho serves as President and Chief Executive Officer, Seong Sam Cho serves as Chief Financial Officer, and Doo Ho Choi serves as Chief Operating Officer.   In exchange for their services, each of the three executives will receive $12,000 per annum, which was increased to $60,000 per annum starting April 1, 2009.  They will be eligible for a bonus, not to exceed one half of annual compensation, if approved by JEI’s Board of Directors.
 
 Seong Yong Cho and Seong Sam Cho were each issued 700,000 shares (post splits) and Doo Ho Choi was issued 266,667 shares (post splits) under their employment agreements.  However, those shares are subject to a repurchase right by the Company over the next 36 months beginning November 1, 2007, at a purchase price of $0.03 per share (post splits).  The repurchase right expires as to 1/36th of the shares for every month the executives are employed.  Therefore, if each of the executives remains employed over the next 36 months, they will each own the shares free and clear of the Company’s repurchase right.  These shares are also subject to a one year lock-up period during which they cannot be sold or otherwise transferred without restrictive legend.
 
 The Company valued the total shares issued at the grant date fair value of $45.00 per share (post splits), or $75,000,000.  The Company is recognizing this expense over the life of the employment agreements.  The total future commitments under these employment contracts, net of repurchase provisions, are as follows:
 
 2010


20,819,444$
20,819,444
 
 
 Litigation:
 
 On or about September 24, 2008, an action was commenced alleging the Company was sending unsolicited facsimiles concerning the Company.   Based upon the allegations, the plaintiff asserted claims for violations of the Telephone Consumer Protection Act, declaratory judgment, civil conspiracy, and aiding and abetting.  Plaintiff sought class certification, injunctive relief, damages in accordance with the Telephone Consumer Protection Act, costs, attorneys’ fees, and costs.
 
 F - 15
 POLLEX, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2009
 
 
 NOTE K – COMMITMENTS AND CONTINGENCIES (Continued)
 
 Litigation (Continued)
  On January 5, 2010, the action was dismissed with prejudice.
 
 NOTE L – CONSULTING AGREEMENT
 
 The Company, on January 5, 2005, entered into a 2 year consulting agreement with LFG for services relating to mergers, acquisitions, and the establishment of investment banking relationships.  Under the terms of the consulting arrangement, the Company is to a) pay a non-refundable retainer of $5,000 per month, b) issue 100,000 shares (post splits) of the Company’s common stock to be registered as promptly as possible but no later than the date the Company files its first registration statement, c) pay a fee of 10% of the consideration paid for any acquisition or sale by the Company and d) reimburse London for reasonable travel expenses.  Additionally, the Company would issue to London a warrant to purchase up to 133,333 shares of the Company’s common stock at an exercise price of $0.75 per share (post splits).  The common stock issuable upon exercise will be registered at the Company’s expense. The warrants vest immediately.
 
 On November 23, 2005, the Company amended the LFG agreement to reduce the number of warrants to be issued from 133,333 shares to 50,000 shares (post splits), and increased the exercise price of those warrants from $0.025 to $30.00 per share (post splits).
 
 As part of the JEI acquisition, these warrants were cancelled. Additionally, the fee was increased to $20,000 per month and the expiration date extended to January 31, 2009.  As of December 31, 2007, the Company has accrued $40,000 as consulting expense related to this agreement. $20,000 in consulting fees were waived as part of the JEI acquisition.
 
 On June 1, 2008, LFG waived its current and future monthly cash consulting fees.
 
 NOTE M – SALES CONCENTRATION
 
 The revenues in 2008 represent one sale to Best Buy under the Company’s Exclusive Distributorship Agreement.
 
 The revenues in 2009 represent one sale of components parts.
 
 NOTE N – ALLOWANCE FOR POTENTIAL UNCOLLECTIBILITY
 
 At December 31, 2008, an allowance for potential uncollectibility of $200,000 was established against a Deposit made with a supplier in Korea.  The Company initially deposited $400,000, of which $200,000 was returned.  The Company has demanded payment from the supplier and filed suit in Korea to recover this remaining amount.  The Company has also obtained the right to collect receivables of this supplier to be used to pay off the deposit.  Since ultimate collectibility of this amount is not certain, the Company has established this allowance.
 
 F - 16
 
 POLLEX, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2009
 
 NOTE O – SUBSEQUENT EVENTS
 
 In January of 2010, the Company received $20,000 in proceeds from a promissory note.  Although the note has not yet been executed, it is expected to bear interest at 6% and is due January 13, 2011.
 
 F - 17
 
 ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
 There are no events required to be disclosed under the Item.
 
 ITEM 9A - CONTROLS AND PROCEDURES
 
 We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of December 31, 2009, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2009, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.
 
 In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
 
 A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following three material weaknesses that have caused management to conclude that, as of December 31, 2009, our disclosure controls and procedures were not effective at the reasonable assurance level:
 
 1.   We do not have formalized documentation related to our internal control policies and procedures; however, there are informal policies and procedures that cover the recording and reporting of financial transactions. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act and will be applicable to us for the year ending December 31, 2008. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
 
 2.   We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
 
 3.   We do not have sufficient personnel working on our accounting functions to ensure we can timely file our quarterly and annual reports, as indicated by the filing of this annual report after the original due date (but within the extension period). Management evaluated the impact of our lack of internal accounting personnel to ensure we can timely file our required quarterly and annual reports and has concluded that the control deficiency that resulted represented a material weakness.
 
 To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.
 
 Remediation of Material Weaknesses
 
 To remediate the material weaknesses in our disclosure controls and procedures identified above, we have continued to refine our internal procedures to begin to implement segregation of duties and to seek additional internal accounting personnel.
 
 Changes in Internal Control over Financial Reporting
 
 Except as noted above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting .
 
 ITEM 9B - OTHER INFORMATION
 
 There are no events required to be disclosed by the Item.
 
 10
 
 PART III
 
 ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNACE
 
 Directors and Executive Officers
 
 The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person, and the date such person became a director or executive officer. Our executive officers are elected annually by the Board of Directors. The directors serve one year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors. Unless described below, there are no family relationships among any of the directors and officers.
 
 Name

Age

Position(s)Seong Yong Cho

41

Chief Executive Officer, President, and Director (2007)Seong Sam Cho

44

Chief Financial Officer, Secretary, and Director (2007)Doo Ho Choi

44

Chief Operating Officer and Director (2007)
  Seong Yong Cho (Michael Cho) , 41, has been the Chief Executive Officer and a Director since the acquisition of JEI on October 31, 2007. He has served as the Chief Executive Officer of Joyon Entertainment Co., Ltd. since December 1999 and has been a director of Joytoto Co., Ltd. since December 2005. He served as the CEO of Joytoto Co., Ltd. from December 2005 to November 2006, and has been the COO of Joytoto Co., Ltd. from December 2006 to March 2008.
 
 Prior to joining Joyon, Mr. Cho was a director of Sam Electronics from 1988 to 1996 and the CEO of Korea Licensing from September 1996 to March 2002. He has provided consulting services related to game development for EA/Accolade/Inforgrams, Samsung, SSangyong, Diamond Ads and other companies since 1988. In recognition of his services, he received the prize of the Ministry of Information and Communications for the Software Industry Development on December 2000 and the prize of the Prime Minister for the Software Industry Development on December 2001. Mr Cho’s qualification to serve as a director of the Company is based on his having served and founded several private and public companies in Korea involved in the computer software and hardware industry.
 
 Seong Sam Cho (Sam Cho) , 44, has been the Chief Financial Officer, Secretary, and a Director since the acquisition of JEI on October 31, 2007. He has been the CEO of Joytoto Co., Ltd. since December 2006, and has been a director of Joytoto Co. Ltd. since December 2005. He served as the COO of Joytoto Co., Ltd. from December 2005 to November 2006. He has been the Chairman of the Board of Joyon Entertainment Co. Ltd., which is a subsidiary of Joytoto Co., since December 1999. Mr. Cho lectures on digital content and culture at the faculty of Sookmyung Women's University as a professor. He also participates actively as a member of the committee for Ministry of Information & Communication and Ministry of Culture & Tourism of the Korean government. Mr. Cho is a subcommittee member of the Federation of Korean Industries and Mirae Forum division of the game department. He has been engaged in the IT industry for approximately 20 years. He founded Sam Electronics Co., Ltd. in 1988. He received the prize of the Ministry of Information and Communication for the Software Industry Development on December 2001. Based on the foregoing, Mr. Cho is qualified to be a director of the Company.
 
 Doo Ho Choi (David Choi) , 44, has been the Chief Operating Officer and a Director since the acquisition of JEI on October 31, 2007. He has been the internal auditor of Joytoto Co., Ltd. since December 2005. Prior to joining Joytoto Co., Ltd., Mr. Choi was a director of Imine Co., Ltd. and was responsible for their global business division. He was involved with an electronic government business in Vietnam. He took office as the CEO and CTO until April 2002 after he established Webtrol Interactive Co., Ltd. in March 2000, and he developed a remote control system through the Internet for industrial boilers. He served as the CEO and CTO of Nextware Corporation until June 1999 after he established Nextware Corporation in August 1997, and he developed a three-dimensional graphic system and ran a distribution business for computer systems. Since June 1985, he served in the Korean army as an officer and an official in the field of communication and security until August 1994. Mr. Choi’s qualification to serve as a director of the Company is based on his having worked in the information and communication field for 22 years.
 
 Family Relationships
 
 Seong Yong Cho and Seong Sam Cho are brothers. There are no other family relationships between or among any of the current directors, executive officers or persons nominated or charged by the Company to become directors or executive officers.
  11
 
 Involvement in Certain Legal Proceedings
 
 None of our directors or executive officers has, during the past ten years:
 
 ·
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
 
 ·
had any bankruptcy petition filed by or against any business of which he was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time;
 
 ·
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities; or
 
 ·
been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
 
 Other Directorships
 
 None of our officers and directors are directors of any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.
 
 Director Independence
 
 Our board of directors has determined that currently none of it members  qualify as “independent” as the term is used in Item 407 of Regulation S-K as promulgated by the SEC and in the listing standards of The Nasdaq Stock Market, Inc. - Marketplace Rule 4200.
 
 Company Leadership Structure
 
 Our Chief Executive Officer, Seong Yong Cho, is also the chairman of our board of directors.  Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its shareholders to partially combine these roles.  Due to the small size and early stage of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions partially combined
  Board Role in Risk Oversight
  Our Board of Directors focus on the most significant risks facing our Company and our Company’s general risk management strategy, and also ensure that risks undertaken by our Company are consistent with the Board’s appetite for risk. While the Board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our Board leadership structure supports this approach.
  Audit Committee
 
 We do not currently have an audit committee financial expert.
 
 Compliance with Section 16(a) of the Securities Exchange Act of 1934
 
 Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers and persons who own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.  To the best of the Company’s knowledge, officers, directors and greater than 10% shareholders have been in compliance with Section 16(a) of the Securities Exchange Act of 1934 for the year ended December 31, 2009.
 
 Board Meetings and Committees
 
 During the fiscal year ended December 31, 2009, the Board of Directors met on a regular basis and took written action on numerous other occasions. All the members of the Board attended the meetings. The written actions were by unanimous consent.
  12
 
 Code of Ethics
 
 We have not adopted a written code of ethics.
 
 ITEM 11 - EXECUTIVE COMPENSATION
 
 Executive Officers and Directors
 
 The following tables set forth certain information about compensation paid, earned or accrued for services by (i) our Chief Executive Officer and (ii) all other executive officers who earned in excess of $100,000 in the fiscal year ended December 31, 2009 (“Named Executive Officers”):
 
 Name and

Principal Position

Year

Salary

($)

Bonus

($)

Stock

Awards

($)*

Option Awards

($)*

Non-Equity

Incentive Plan Compensation

($)

Nonqualified Deferred Compensation

($)

All Other

Compensation

($)

Total

($)Seong Yong Cho


2009


24,000


-


-


-


-


-


-


24,000Chief Executive Officer,

President, and Director


2008


24,000


-


-


-


-


-


-


24,000Seong Sam Cho


2009


-


-


-


-


-


-


-


-Chief Financial Officer,

Secretary, and Director


2008


-


-


-


-


-


-


-


-Doo Ho Choi


2009


-


-


-


-


-


-


-


-Chief Operating Officer

and Director


2008


-


-


-


-


-


-


-


-
 
 
 Employment Contracts
 
 Through our subsidiary, Joyon Entertainment, Inc., we have employment agreements with all three of our executives. These employment agreements are all dated October 31, 2007.
 
 Under the employment agreement with Seong Yong Cho he will serve as our President and Chief Executive Officer. His employment agreement runs through October 31, 2010, unless terminated earlier. In exchange for his services Seong Yong Cho will receive $12,000 per annum, which will increase to $60,000 per annum starting April 1, 2009. He will be eligible for a bonus, not to exceed one half the annual compensation, if approved by JEI’s Board of Directors. Seong Yong Cho was granted a total of 700,000 shares of our common stock from Joytoto Co., Ltd. and Joyon Entertainment Co., Ltd., under his employment agreement. However, those shares are subject to a repurchase right by the Company over the next thirty six (36) months beginning November 1, 2007, at a purchase price of $0.001 per share. The repurchase right expires as to 1/36 th of the shares for every month the employee is employed by us as President and Chief Executive Officer. Therefore, if Seong Yong Cho remains employed with us over the next thirty six (36) months, he will each own the shares free and clear of our repurchase right. These shares are also subject to a one year lock-up period during which they cannot be sold or otherwise transferred without restrictive legend.
 
 Under the employment agreement with Seong Sam Cho he will serve as our Chief Financial Officer. His employment agreement runs through October 31, 2010, unless terminated earlier. In exchange for his services Seong Sam Cho will receive $12,000 per annum, which will increase to $60,000 per annum starting April 1, 2009. He will be eligible for a bonus, not to exceed one half the annual compensation, if approved by JEI’s Board of Directors. Seong Sam Cho was granted a total of 700,000 shares of our common stock from Joytoto Co., Ltd. and Joyon Entertainment Co., Ltd., under his employment agreement. However, those shares are subject to a repurchase right by the Company over the next thirty six (36) months beginning November 1, 2007, at a purchase price of $0.001 per share. The repurchase right expires as to 1/36 th of the shares for every month the employee is employed by us as Chief Financial Officer. Therefore, if Seong Sam Cho remains employed with us over the next thirty six (36) months, he will each own the shares free and clear of our repurchase right. These shares are also subject to a one year lock-up period during which they cannot be sold or otherwise transferred without restrictive legend.
 
 Under the employment agreement with Doo Ho Choi he will serve as our Chief Operating Officer. His employment agreement runs through October 31, 2010, unless terminated earlier. In exchange for his services Doo Ho Choi will receive $12,000 per annum, which will increase to $60,000 per annum starting April 1, 2009. He will be eligible for a bonus, not to exceed one half the annual compensation, if approved by JEI’s Board of Directors. Seong Sam Cho was granted a total of 266,666 shares of our common stock from Joytoto Co., Ltd. and Joyon Entertainment Co., Ltd., under his employment agreement. However, those shares are subject to a repurchase right by the Company over the next thirty six (36) months beginning November 1, 2007, at a purchase price of $0.001 per share. The repurchase right expires as to 1/36 th of the shares for every month the employee is employed by us as Chief Operating Officer. Therefore, if Doo Ho Choi remains employed with us over the next thirty six (36) months, he will each own the shares free and clear of our repurchase right. These shares are also subject to a one year lock-up period during which they cannot be sold or otherwise transferred without restrictive legend.
  13
 
 Other Compensation
 
 We do not have employment agreements with any of our other employees.
 
 Director Compensation
 
 We do not provide any compensation to our directors for serving as directors.
 
 Outstanding Equity Awards at Fiscal Year-End
  The following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers as of December 31, 2009:
 
 Option Awards
Stock AwardsName
Number of Securities Underlying Unexercised Options

(#)

Exercisable
Number of

Securities

Underlying Unexercised

Options

(#)

Unexercisable
Equity

Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned

Options

(#)
Option Exercise Price
Option Expiration

Date
Number of Shares or Unites of

Stock That Have Not

Vested

(#)
Market Value of

Shares or Unites of

Stock That Have

Not Vested

($)
Equity Incentive

Plan

Awards: Number of Unearned Shares,

Units or Other

Rights That Have Not Vested

(#)
Equity Incentive

Plan

Awards: Market or Payout

Value of Unearned Shares,

Units or Other

Rights That Have Not Vested

($)Seong Yong Cho
-
-
-
-
-
194,444(1)
$7,778(1)
-
-Seong Sam Cho
-
-
-
-
-
194,444(1)
$7,778(1)
-
-Doo Ho Choi
-
-
-
-
-
74,073(2)
$2,963(2)
-
-
 
 (1)
Seong Yong Cho and Seong Sam Cho were each granted a total of 700,000 shares of our common stock from Joytoto Co., Ltd. and Joyon Entertainment Co., Ltd., under their employment agreements. However, those shares are subject to a repurchase right by the Company over the next thirty six (36) months beginning November 1, 2007, at a purchase price of $0.001 per share. Such repurchase right expires as to 1/36 th of the shares for every month the employee is employed by the Company in their current capacity. Therefore, if the employee remains employed with us over the next thirty six (36) months, they will each own the shares free and clear of our repurchase right. We have categorized the shares subject to this right of repurchase as unvested. These shares are also subject to a one year lock-up period during which they cannot be sold or otherwise transferred without restrictive legend. As of December 31, 2009, the repurchase right of the Company expired as to 505,556 shares for each employee, subsequent to the reverse split. At our closing price of $0.04 on December 31, 2009, the 194,444 shares still subject to the right of repurchase would be valued at $7,778.  All shares of Common Stock were subject to a reverse split on a one for thirty basis, effective October 24, 2008.
 
 (2)
Doo Ho Choi was granted a total of 8,000,000 shares of our common stock from Joytoto Co., Ltd. and Joyon Entertainment Co., Ltd., under his employment agreement. However, those shares are subject to a repurchase right by the Company over the next thirty six (36) months beginning November 1, 2007, at a purchase price of $0.001 per share. Such repurchase right expires as to 1/36 th of the shares for every month the employee is employed by the Company in his current capacity. Therefore, if the employee remains employed with us over the next thirty six (36) months, he will own the shares free and clear of our repurchase right. We have categorized the shares subject to this right of repurchase as unvested. These shares are also subject to a one year lock-up period during which they cannot be sold or otherwise transferred without restrictive legend. As of December 31, 2009, the repurchase right of the Company expired as to 192,593 shares, subsequent to the reverse split. At our closing price of $0.04 on December 31, 2009, the 74,073 still subject to the right of repurchase would be valued at $2,963.  All shares of Common Stock were subject to a reverse split on a one for thirty basis, effective October 24, 2008.
 
 14
 ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
 The following table sets forth, as of March 31, 2010, certain information with respect to the Company’s equity securities owned of record or beneficially by (i) each Officer and Director of the Company; (ii) each person who owns beneficially more than 10% of each class of the Company’s outstanding equity securities; and (iii) all Directors and Executive Officers as a group.
 
 Title of Class

Name and Address

of Beneficial Owner (3)

Amount and Nature of

Beneficial Ownership

Percent

of Class (1)Common Stock

Joytoto Co. Ltd. (4)(5)

3 FL Sungwoo Bldg

717-3 Sooseo-Dong

Kangnam Gu, Seoul, Korea

135-220

1,166,666

22.8%Common Stock

Joyon Entertainment Co., Ltd.(4)(5)

3 FL Sungwoo Bldg

717-3 Sooseo-Dong

Kangnam Gu, Seoul, Korea

135-220

1,000,000 (6)

19.5%Common Stock

Doo Ho Choi (2)(5)

266,666

5.2%Common Stock

Seong Yong Cho (2)(5)

700,000

13.7%Common Stock

Seong Sam Cho (2)(5)

700,000

13.7%Common Stock

All Directors and Officers

As a Group (3 persons)

1,666,666

32.6%
 
 (1)
Unless otherwise indicated, based on 5,121,689 shares of common stock issued and outstanding. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for the purposes of computing the percentage of any other person.
 
 (2)
Indicates one of our officers or directors. Beneficial ownership by these officers does not include shares owned by Joytoto Co., Ltd. or Joyon Entertainment Co., Ltd.
 
 (3)
Unless indicated otherwise, the address of the shareholder is c/o Pollex, Inc., 2005 De La Cruz Blvd. Suite 235, Santa Clara, CA 95050.
 
 (4)
Joyon Entertainment Co., Ltd. is a wholly-owned subsidiary of Joytoto Co. Ltd., and as such, the shares of common stock held by both are attributed to the other. Combined, they own 42.3% of our outstanding common stock.
 
 (5)
On November 29, 2007, Joytoto Co., Ltd. and Joyon Entertainment Co., Ltd. transferred (i) 700,000 shares to Seong Yong Cho (our President and a member of our Board of Directors), (ii) 700,000 shares to Seong Sam Cho (our CFO and a member of our Board of Directors), and (iii) 266,667 shares to Doo Ho Choi (our COO and a member of our Board of Directors), bringing the share ownership to 1,166,667 shares owned by Joytoto Co., Ltd., and 1,000,000 shares owned by Joyo n Entertainment Co., Ltd. The shares issued to Seong Yong Cho, Seong Sam Cho and Doo Ho Choi are subject to a repurchase right by the Company over the next thirty six (36) months beginning November 1, 2007, at a purchase price of $0.001 per share. Such repurchase right expires as to 1/36 th of the shares for every month the employee is employed by the Company in their current capacity. Therefore, if the employee remains employed with us over the next thirty six (36) months, they will each own the shares free and clear of our repurchase right.  These shares were subject to a reverse split on a one for thirty basis on October 24, 2008.
 
 15
 The issuer is not aware of any person who owns of record, or is known to own beneficially, ten percent or more of the outstanding securities of any class of the issuer, other than as set forth above. There are no classes of stock other than common stock issued or outstanding.
 
 There are currently warrants outstanding to acquire an aggregate of 700,000 shares of our common stock at an exercise price of $3.00 per share which were issued to the holders of our Junior Convertible Debentures as part of the acquisition of JEI. There are also currently warrants outstanding to acquire an aggregate of 246,666 shares of our common stock at an exercise price of $10.50 per share which were issued to three consultants as part of the acquisition of JEI. Other than as set forth above, none of these parties owns, in the aggregate and including shares of our common stock that may be acquired upon exercise of their warrants, more than five percent (5%) of our common stock.
 
 There are no current arrangements which will result in a change in control.
 
 ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
 We do not have a written policy concerning the review, approval, or ratification of transactions with related persons.
 
 We do not have an audit, compensation, or nominating committee, and none of our Directors are considered independent.
 
 We have not had a promoter during the last five fiscal years.
 
 ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES
 
 Audit Fees
 
 During the year ended December 31, 2009, Meyler & Co. billed us $49,510 in fees for professional services for the audit of our financial statements and review of financial statements included in our Form 10-Q’s, as applicable. During the period from December 6, 2006 (inception) to December 31, 2009, Meyler & Co. billed us $20,000 in fees for professional services for the audit of our financial statements and review of our financial statements included in our Form 10-Q’s, as applicable.
 
 
 16
 
 Audit - Related Fees
 
 During the year ended December 31, 2009, Meyler & Co. billed us $0relating to procedures performed in connection with proxy and registration information filed with the SEC. There were no amounts billed related to any assurance and related services related to the performance of the audit or review of our financial statements.
 
 Tax Fees
 
 During the year ended December 31, 2009, Meyler & Co. billed us $0 for professional services for tax preparation. During the period from December 6, 2006 (inception) to December 31, 2009, Meyler & Co. billed us $0 for professional services for tax preparation.
 
 All Other Fees
 
 During the year ended December 31, 2009, Meyler & Co. did not bill us for any other fees. During the period from December 6, 2006 (inception) to December 31, 2009, did not bill us for any other fees.
 
 Of the fees described above for the year ended December 31, 2008, 100% were approved by either the entire Board of Directors or the Audit Committee. Of the fees described above for the period from December 6, 2006 (inception) to December 31, 2008, 100% were approved by either the entire Board of Directors or the Audit Committee. The Audit Committee’s pre-approval policies and procedures were detailed as to the particular service and the audit committee was informed of each service and such policies and procedures did not include the delegation of the audit committee’s responsibilities.
 
 PART IV
 
 ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
 (a)(2)Financial Statement Schedules
 
 We do not have any financial statement schedules required to be supplied under this Item.
 
 (a)(3)Exhibits
 
 Refer to (b) below.
 
 (b)Exhibits  3.1 (1)

Articles of Incorporation dated September 20, 20013.2 (2)

Articles of Amendment to Articles of Incorporation dated June 17, 20033.3 (3)

Certificate of Amendment to Articles of Incorporation dated January 7, 20053.4 (6)

Certificate of Amendment to Articles of Incorporation dated November 18, 20053.5 (4)

Certificate of Amendment to Articles of Incorporation dated Effective October 31, 20073.6 (1)

Bylaws of Web Views Corporation dated November 10, 2001
  17
 10.1 (5)

Stock Exchange Agreement, dated October 12, 200710.2 (5)

Agreement to Purchase Subsidiaries and Cancel Shares, dated October 12, 200710.3 (7)

License Agreement dated February 23, 200710.4 (7)

Lease Agreement dated February 26, 200710.5 (7)

Master License Agreement dated April 18, 200710.6 (7)

Exclusive Distributorship Agreement dated June 11, 200710.7 (8)

Employment Agreement with Seong Yong Cho dated October 31, 200710.8 (8)

Employment Agreement with Seong Yong Cho dated October 31, 200710.9 (8)

Employment Agreement with Doo Ho Choi dated October 31, 200710.10 (9)

Agreement to Manufacture, Supply and Market among Hyundai RFmon Corp and Joytoto USA, Inc. dated February 20, 200831.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer32.1

Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 (1)
Incorporated by reference from our Registration Statement on Form 10SB12G filed with the Commission on July 23, 2002.(2)
Incorporated by reference from our Current Report on Form 8-K filed with the Commission on June 25, 2003.(3)
Incorporated by reference from our Current Report on Form 8-K filed with the Commission on January 7, 2005.(4)
Incorporated by reference from our Current Report on Form 8-K filed with the Commission on November 6, 2007.(5)
Incorporated by reference from our Current Report on Form 8-K filed with the Commission on October 31, 2007.(6)
Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on November 14, 2007.(7)
Incorporated by reference from our Current Report on Form 8-K filed with the Commission on December 14, 2007.(8)

(9)
Incorporated by reference from our Annual Report on Form 10-K filed with the Commission on April 16, 2008.

Incorporated by reference from our Annual Report on Form 10-K filed with the Commission on April 15, 2009.
 
 
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 SIGNATURES
 
 In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 Pollex, Inc.Dated: April 13, 2010

/s/ Seong Yong ChoBy:
Seong Yong ChoPresident, Chief ExecutiveOfficer and DirectorDated: April 13, 2010

/s/ Seong Sam ChoBy:
Seong Sam ChoChief Financial Officer,Secretary and Director
 
 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 Dated: April 13, 2010

/s/ Seong Yong ChoBy:
Seong Yong ChoPresident, Chief ExecutiveOfficer and DirectorDated: April 13, 2010

/s/ Seong Sam ChoBy:
Seong Sam ChoChief Financial Officer,Secretary and DirectorDated: April 13, 2010

/s/ Doo Ho ChoiBy:
Doo Ho Choi,Chief Operating Officer andDirector