UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





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





For the
fiscal year ended: December 31, 2008





OR





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


For the
transition period from __________ to ____________





Commission
File Number: 000-29219





SINOCUBATE,
INC.


(Exact
name of registrant as specified in its charter)




Nevada
            99-0199508(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer Identification Number)





65
Broadway, 7th
Floor


New York,
New York 10006


(Address
of principal executive office and zip code)





(212)
359-4300


(Registrant’s
telephone number, including area code)





Securities
registered pursuant to Section 12(b) of the Act: Common Stock, par value
$0.001





Securities
registered pursuant to Section 12(g) of the Act: None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes  ̈       
No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes  ̈       
No x





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


Yes x       
No  ̈





Indicate
by check mark 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.  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition 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 o
              Non-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 x       
No  ̈





As of
December 31, 2008, the aggregate market value of the shares of the Registrant’s
common stock held by non-affiliates was approximately $241,572. Shares of the
Registrant’s common stock held by each executive officer and director and each
by each person who owns 10 percent or more of the outstanding common stock have
been excluded in that such persons may be deemed to be affiliates of the
Registrant. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.





As of
January 31, 2009, there were 995,655 shares of the Registrant’s common stock
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE:





None.





NOTE
REGARDING FORWARD LOOKING STATEMENTS





This
Annual Report on Form 10-K contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology like "believes,"
"anticipates," "expects," "estimates," "may," or similar terms. These statements
appear in a number of places in this annual report and include statements
regarding our intent, belief or current expectations and those of our directors
or officers with respect to, among other things:(i) trends affecting our
financial condition or results of operations, (ii) our business and growth
strategies, and (iii) our financing plans. You are cautioned that
forward-looking statements are not guarantees of future performance and involve
significant risks and uncertainties, and that actual results may differ
materially from those projected in the forward-looking statements as a result of
various factors. Factors that could adversely affect actual results and
performance include, among others, our need for additional capital, our history
of losses, the intense competition we face in our business, the fact that our
stock is a “penny stock” and the other material risks described under “Risk
Factors”. The accompanying information contained in this annual report,
including, without limitation, the information set forth under the heading "ITEM
1.  BUSINESS" identifies important additional factors that could
materially adversely affect actual results and performance. You are urged to
carefully consider these factors. All forward-looking statements attributable to
us are expressly qualified in their entirety by the foregoing cautionary
statement.





SINOCUBATE,
INC.


(the
“Company”)





FORM
10-K


Table
of Contents




PagePART
      I
                    2Item
      1.
                    Business
                    2Item
      1A.
                    Risk
      Factors
                    2Item
      1B.
                    Unresolved
      Staff Comments
                    7Item
      2.
                    Properties
                    8Item
      3.
                    Legal
      Proceedings
                    8Item
      4.
                    Submission
      of Matters to a Vote of Security Holders
                    8PART
      II
                    8Item
      5.
                    Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                    8Item
      6.
                    Selected
      Financial Data
                    9Item
      7.
                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                    9Item
      7A.
                    Quantitative
      and Qualitative Disclosures About Market Risk
                    12Item
      8.
                    Financial
      Statements and Supplementary Data
                    F-1Item
      9.
                    Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
                    13Item
      9A.
                    Controls
      and Procedures
                    14PART
      III
                    14Item
      10.
                    Directors,
      Executive Officers and Corporate Governance
                    14Item
      11.
                    Executive
      Compensation
                    16Item
      12.
                    Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                    17Item
      13.
                    Certain
      Relationships and Related Transactions
                    18Item
      14.
                    Principal
      Accounting Fees and Services
                    19PART
      IV
                    20Item
      15.
                    Exhibits,
      Financial Statement Schedules
                    20SIGNATURES
                    21
 1


PART
I





Item
      1.
            Business





Overview





The
Company was incorporated under the laws of the State of Florida on May 3, 1989
as Sparta Ventures Corp. and remained inactive until June 27,
1998.  The name of the Company was changed to Thermal Ablation
Technologies Corporation on October 8, 1998 and then to Poker.com, Inc. on
August 10, 1999.  On September 15, 2003, the Company changed its name
to LegalPlay Entertainment Inc. and on November 8, 2006, the name of the Company
was changed to Synthenol Inc.





Effective
November 3, 2008, the Company merged with and into its wholly-owned subsidiary,
SinoCubate, Inc., a newly formed Nevada corporation, which remains the surviving
entity of the merger.  SinoCubate was formed in the State of Nevada on
September 11, 2008.  The merger has resulted in a change of name of
the Company from Synthenol, Inc. to SinoCubate, Inc. and a change in the state
of incorporation of the Company from Florida to Nevada.





Change
in Control





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





Business





The
Company’s business from 1999 through December 31, 2003 was primarily related to
the operations of online gaming.  In 2004, the Company discontinued
the online gaming operations and redirected its business strategy to acquisition
and marketing of new poker software to on-line gaming websites
worldwide.  The Company’s current business plan consists of exploring
opportunities to enter into contractual arrangements with an entity that enables
the Company to either purchase outright the assets and/or business operations of
such entity or to enter into business arrangements, such as joint ventures or
similar combinations with such entity to manage and operate such
entity.





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





Item
1A.  Risk Factors





There
are several material risks associated with the Company. You should carefully
consider the risks and uncertainties described below, which constitute all of
the material risks relating to the Company. If any of the following risks are
realized, our business, operating results and financial condition could be
harmed. This means investors could lose all or a part of their
investment.


2


Conflicts
of Interest





Certain
conflicts of interest may exist between the Company and its sole officer and
director and its principal shareholder, Viking. The Company’s sole officer and
director, Tom Simeo, has other business interests to which he devotes his
attention, and he may devote only limited time to the business of the Company.
As a result, conflicts of interest may arise that can be resolved only through
exercise of such judgment as is consistent with fiduciary duties to the Company.
See “Certain Relationships and Related Transactions.”





Need
for Additional Financing





The
Company currently has little or no funds and the lack of funds may negatively
impact the Company’s ability to pursue it business strategy of seeking to
acquire or enter into contractual arrangements with an entity to either
acquire such entity or to enter into a contract arrangement that will enable the
Company to manage such an entity. Even if the Company’s funds prove to be
sufficient to acquire an interest in, or complete a transaction with, a business
opportunity, the Company may not have enough capital to exploit the opportunity.
The ultimate success of the Company may depend upon its ability to raise
additional capital. The Company has not investigated the availability, source,
or terms that might govern the acquisition of additional capital and will not do
so until it determines a need for additional financing. If additional capital is
needed, there is no assurance that funds will be available from any source or,
if available, that they can be obtained on terms acceptable to the Company. If
not available, the Company’s operations will be limited to those that can be
financed with its modest capital.





Regulation
of Penny Stocks





The
Company’s securities may be subject to a SEC rule that imposes special sales
practice requirements upon broker-dealers who sell such securities to persons
other than established customers or accredited investors. For purposes of the
rule, the phrase “accredited investors” means, in general terms, institutions
with assets in excess of $5,000,000, or individuals having a net worth in excess
of $1,000,000 or having an annual income that exceeds $200,000 (or that, when
combined with a spouse’s income, exceeds $300,000). For transactions covered by
the rule, the broker-dealer must make a special suitability determination for
the purchaser and receive the purchaser’s written agreement to the transaction
prior to the sale. Consequently, the rule may affect the ability of
broker-dealers to sell the Company’s securities and also may affect the ability
of purchasers in this offering to sell their securities in any market that might
develop.





In
addition, the SEC has adopted a number of rules to regulate “penny stocks.” Such
rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and
15g-9 under the Securities Exchange Act of 1934, as amended. Because the
securities of the Company may constitute “penny stocks” within the meaning of
the rules, the rules would apply to the Company and to its securities. The rules
may further affect the ability of owners of shares to sell the securities of the
Company in any market that might develop for them.





Shareholders
should be aware that, according to SEC, the market for penny stocks has suffered
in recent years from patterns of fraud and abuse. Such patterns include (i)
control of the market for the security by one or a few broker-dealers that are
often related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) “boiler room” practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor
losses.





Lack
of Operating History





The
majority interest in the Company was purchased in August 2008 for the purpose of
seeking a business opportunity. Due to the special risks inherent in the
investigation, acquisition, or involvement in a new business opportunity, the
Company must be regarded as a new or start-up venture with all of the unforeseen
costs, expenses, problems, and difficulties to which such ventures are
subject.


3


No
Assurance of Success or Profitability





There is
no assurance that the Company will be able to acquire or consummate a favorable
business opportunity. Even if the Company should become involved in a business
opportunity, there is no assurance that it will generate revenues or profits, or
that the market price of the Company’s common stock will be increased
thereby.





Possible
Business – Not Identified and Highly Risky





The
Company has not identified and has no commitments to enter into or acquire a
specific business opportunity and therefore can only disclose the risks and
hazards of a business or opportunity that it may enter into in only a general
manner, and cannot disclose the risks and hazards of any specific business or
opportunity that it may enter into. An investor can expect a potential business
opportunity to be quite risky. The Company’s acquisition of or participation in
a business opportunity will likely be highly illiquid and could result in a
total loss of investment to the Company and its stockholders if the business or
opportunity proves to be unsuccessful. See Item 1 “Business.”





Type
of Business Acquired





The type
of business to be acquired may be one that desires to avoid effecting its own
public offering and the accompanying expense, delays, uncertainties, and federal
and state requirements which purport to protect investors. Because of the
Company’s limited capital, it is more likely than not that any acquisition by
the Company will involve other parties whose primary interest is the acquisition
of control of a publicly traded company. Moreover, any business opportunity
acquired may be currently unprofitable or present other negative
factors.





Impracticality
of Exhaustive Investigation





The
Company has limited or no funds and, this, coupled with the lack of full-time
management will likely make it impracticable to conduct a complete and
exhaustive investigation and analysis of a business opportunity before the
Company commits its capital or other resources to such venture. Decisions will
therefore likely be made without detailed feasibility studies, independent
analysis, market surveys and the like which, if the Company had more funds
available to it, would be desirable. The Company will be particularly dependent
in making decisions upon information provided by the promoter, owner, sponsor,
or others associated with the business opportunity seeking the Company’s
participation. A significant portion of the Company’s available funds may be
expended for investigative expenses and other expenses related to preliminary
aspects of completing an acquisition transaction, whether or not any business
opportunity investigated is eventually acquired.





Lack
of Diversification





Because
of the limited financial resources that the Company has, it is unlikely that the
Company will be able to diversify its acquisitions or operations. The Company’s
probable inability to diversify its activities into more than one area will
subject the Company to economic fluctuations within a particular business or
industry and therefore increase the risks associated with the Company’s
operations.





Reliance
upon Financial Statements





The
Company generally will require audited financial statements from companies that
it proposes to acquire or to which it seeks to enter into a contractual
arrangement.  In cases where no audited financials are available, the
Company will have to rely upon interim period unaudited information received
from target companies’ management that has not been verified by outside
auditors. The lack of the type of independent verification which audited
financial statements would provide increases the risk that the Company, in
evaluating an acquisition or contractual arrangement with such a target company,
will not have the benefit of full and accurate information about the financial
condition and recent interim operating history of the target company. This risk
increases the prospect that the acquisition of or the contractual arrangement
with such a company might prove to be an unfavorable one for the Company or the
holders of the Company’s securities.


4


Moreover,
the Company will be subject to the reporting provisions of the Securities
Exchange Act of 1934, as amended or the Exchange Act, and thus will be required
to furnish certain information about significant acquisitions or contractual
arrangements, including audited financial statements for any business that it
acquires or with which it enters into a contractual arrangement for control.
Consequently, prospects that do not have, or are unable to provide reasonable
assurances that they will be able to obtain, the required audited statements
would not be considered by the Company to be appropriate for acquisition so long
as the reporting requirements of the Exchange Act are applicable. Should the
Company, during the time it remains subject to the reporting provisions of the
Exchange Act, complete an acquisition or enters into a contract for control of
an entity for which audited financial statements prove to be unobtainable, the
Company would be exposed to enforcement actions by the SEC and to corresponding
administrative sanctions, including permanent injunctions against the Company
and its management. The legal and other costs of defending an SEC enforcement
action would have material, adverse consequences for the Company and its
business. The imposition of administrative sanctions would subject the Company
to further adverse consequences. In addition, the lack of audited financial
statements would prevent the securities of the Company from becoming eligible
for listing on NASDAQ, or on any existing stock exchange.





Moreover,
the lack of such financial statements is likely to discourage broker-dealers
from becoming or continuing to serve as market makers in the securities of the
Company. Without audited financial statements, the Company would almost
certainly be unable to offer securities under a registration statement pursuant
to the Securities Act of 1933 or the Securities Act, and the ability of the
Company to raise capital would be significantly limited until such financial
statements were to become available.





Other
Regulation





An
acquisition or a contractual arrangement for control of an entity made by the
Company may be of a business that is subject to rules and regulation by federal,
state, local or foreign authorities. Compliance with such rules and regulations
can be expected to be a time-consuming, expensive process and may limit other
opportunities of the Company.





Limited
Participation of Management





The
Company is heavily dependent upon the skills, talents, and abilities of its sole
officer and director, Tom Simeo, who currently serves on a very limited-time
basis, to manage and implement its business plan.





Lack
of Continuity in Management





The
Company does not have any employment agreements with its sole officer, Mr.
Simeo, and as a result, there is no assurance Mr. Simeo will continue to be
associated with the Company in the future. In connection with acquisition of a
business opportunity, it is likely that Mr. Simeo may resign as an officer and
director of the Company subject to compliance with Section 14f of the Exchange
Act. A decision to resign will be based upon the identity of the business
opportunity and the nature of the transaction, and is likely to occur without
the vote or consent of the stockholders of the Company.


5


No
Independent Audit Committee





The
Company does not have an independent Audit Committee of its Board of Directors.
The entire Board of Directors functions as the Company’s Audit Committee. The
Sarbanes-Oxley Act of 2002 or the SOX and rules and regulations adopted by the
SEC to implement the SOX impose certain standards on listed companies relative
to the maintenance and operations of Board of Directors Audit Committees,
including but not limited to the requirement that Audit Committees be appointed,
that membership of such committees comprise only independent directors, that a
financial professional be among the membership of such committee and that such
committee be afforded an adequate operating budget and be able to employ
independent professional advisors. The SOX also requires that the Audit
Committee oversee the work of a company’s outside auditors and that the outside
auditors be responsible to the Audit Committee. At this time, the Company is not
in compliance with the requirements of the Sarbanes-Oxley Act as they relate to
independent Board of Directors Audit Committees. The Company believes that under
rules and regulations adopted by the SEC to implement these provisions of the
SOX it is not required to comply with its requirements relating to the
appointment of an Audit Committee of its Board of Directors and conforming with
the enumerated standards and guidelines because the Company is not a “Listed
Company” as defined therein. Notwithstanding, the Company may ultimately be
determined not to be in compliance therewith and may therefore face penalties
and restrictions on its operations until it comes into full compliance.
Additionally, the Company’s failure to comply with the provisions of the SOX
could preclude it from being listed on NASDAQ or any other stock exchanges until
it can show that it is in compliance. The Company’s failure to be in compliance
with the SOX could also present an impediment to a potential business
combination where the target company intends that the Company apply for listing
on NASDAQ or any other applicable stock exchanges.





Indemnification
of Officers and Directors





Nevada
Statutes provide for the indemnification of the Company’s directors, officers,
employees, and agents, under certain circumstances, against attorney’s fees and
other expenses incurred by them in any litigation to which they become a party
arising from their association with or activities on behalf of the Company. The
Company will also bear the expenses of such litigation for any of its directors,
officers, employees, or agents, upon such person’s promise to repay the Company
if it is ultimately determined that any such person shall not have been entitled
to indemnification. This indemnification policy could result in substantial
expenditures by the Company which it may be unable to recoup.





Dependence
upon Outside Advisors





To
supplement the Company’s officers, directors and principal shareholders, the
Company may be required to employ accountants, technical experts, appraisers,
attorneys, or other consultants or advisors. The selection of any such advisors
will be made by the Company without any input from stockholders. Furthermore, it
is anticipated that such persons may be engaged on an “as needed” basis without
a continuing fiduciary or other obligation to the Company. In the event the
Company considers it necessary to hire outside advisors, such persons may be
affiliates of the Company, if they are able to provide the required
services.





Competition





The
search for potentially profitable business opportunities of the type sought by
the Company is intensely competitive. The Company expects to be at a
disadvantage when competing with many firms that have substantially greater
financial and management resources and capabilities than the Company. These
competitive conditions will exist in any industry in which the Company may
become interested.





No
Foreseeable Dividends





The
Company has not paid dividends on its common stock and does not anticipate
paying such dividends in the foreseeable future.





Loss
of Control by Present Management and Shareholders





The
Company may consider an acquisition in which the Company would issue as
consideration for the business opportunity to be acquired an amount of the
Company’s authorized but unissued common stock that would, upon issuance,
represent the great majority of the voting power and equity of the Company. The
result of such an acquisition would be that the acquired company’s stockholders
and management would control the Company, and the Company’s Board of Directors
and management could be replaced by persons unknown at this time. Such a merger
would result in a greatly reduced percentage of ownership of the Company by its
current shareholders.


6


Rule
144 Sales





The
majority of the outstanding shares of common stock held by present stockholders
are “restricted securities” within the meaning of Rule 144 under the Securities
Act. As restricted shares, these shares may be resold only pursuant to an
effective registration statement or under the requirements of Rule 144 or other
applicable exemptions from registration under the Securities Act and as required
under applicable state securities laws. Rule 144 in general requires restricted
securities to be held for a particular length of time, and prescribes the
conditions which must be satisfied prior to the sale of the
securities.  Under new amendments to Rule 144, if an issuer of
securities, such as the Company, has been subject to reporting requirements of
Section 13 or 15(d) of the Exchange Act for at least 90 days, then the
restricted securities of such issuer are subject to a six-month holding
period.  Under the amendments, a non-affiliate that has held
restricted securities of a reporting issuer for more than six months but less
than one year can resell the securities in reliance on Rule 144, if current
information is available for the issuer.  After one year, the
non-affiliate may freely resell the restricted securities without regard to any
Rule 144 condition.  A non-affiliate of a non-reporting issuer must
hold the securities for one year before any public resale.  After one
year, a non-affiliate may freely resell such securities without regard to Rule
144 conditions.  Under the new amendments, Rule 144 is not available
for the resale of securities initially issued by a shell company (reporting or
non-reporting) or a former shell company unless certain conditions detailed
under Rule 144 are met.  A sale under Rule 144 or under any exemption
from the Securities Act, if available, or pursuant to subsequent registration of
shares of common stock of present stockholders, may have a depressive effect
upon the price of the Company’s common stock.





Other
Information





Neither
the Company nor any of its subsidiaries engaged in any research and development
activities during 2008.  The Company does not manufacture any products
or engage in any activity that requires compliance with environmental
laws.





Employees





The
Company currently does not have any employees other than the Company’s sole
officer, Mr. Simeo.





Reports
to Securities Holders





The
Company provides an annual report that includes its audited financial
information to its shareholders upon written request.  The Company
also makes its financial information equally available to any interested parties
or investors through compliance with the disclosure rules of the Securities
Exchange Act of 1934. The Company is subject to disclosure filing requirements
including filing a Form 10-K annually and Form 10-Q quarterly. In addition, the
Company will file Form 8-K and other proxy and information statements from time
to time as required.





The
public may read and copy any materials that we file with the SEC at the SEC's
Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov)
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC.





Item
1B.  Unresolved Staff Comments





None.


7





Item
      2.
            Properties





In 2008,
the Company moved its principal executive office to 65 Broadway, New York, New
York 10006 where it shares an office provided by its officers.  The Company
does not pay rent for the use of the offices.








Item
      3.
            Legal
      Proceedings





As of
December 31, 2008, the Company was not a party to any pending or threatened
legal proceedings.








Item
      4.
            Submission
      of Matters to a Vote of Security
Holders





No
matters were submitted to a vote or for the written consent of the Company’s
security shareholders, through the solicitation of proxies or otherwise, during
the fourth quarter of the fiscal year ended December 31, 2008.





PART
II





Item
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.





Market
Information





There is
no "established trading market" for shares of the Company’s common stock. As of
December 31, 2008, the Company’s common stock was quoted on the NASD OTC
Bulletin Board under the symbol "SBAT.OB". No assurance can be given that any
"established trading market" for the Company’s common stock will develop or be
maintained.





The range
of high and low closing bid quotations for the Company’s common stock during
each quarter of the calendar years ended December 31 2008 and 2007, is shown
below, as quoted by http://finance.yahoo.com
..  Prices are inter-dealer
quotations, without retail mark-up, markdown or commissions and may not
represent actual transactions.





Stock
Quotations


Quarter
      Ended
                      
                      High
      Bid
                      
                      
                      Low
      BidMarch
      31, 2007
                      
                      
                      0.30
                      
                      
                      
                      0.30June
      30, 2007
                      
                      
                      0.30
                      
                      
                      
                      0.30September
      30, 2007
                      
                      
                      0.25
                      
                      
                      
                      0.25December
      31, 2007
                      
                      
                      0.16
                      
                      
                      
                      0.16March
      31, 2008
                      
                      
                      0.18
                      
                      
                      
                      0.18June
      30, 2008
                      
                      
                      0.21
                      
                      
                      
                      0.21September
      30, 2008
                      
                      
                      0.25
                      
                      
                      
                      0.25December
      31, 2008
                      
                      
                      0.65
                      
                      
                      
                      0.65





The
future sale of the Company’s presently outstanding "unregistered" and
"restricted" common stock by present members of management and persons who own
more than five percent of the Company’s outstanding voting securities may have
an adverse effect on any "established trading market" that may develop in the
shares of the Company’s common stock.


8


Holders





As of
December 31, 2008, the Company had 34 shareholders of record of common stock,
including shares held by brokerage clearing houses, depositories or otherwise in
unregistered form. We do not know the beneficial owners of such
shares.





Item
      6.
            Selected
      Financial Data





The
Company, as a smaller reporting company (as defined by Rule 12b-2 of the
Exchange Act), is not required to furnish information required by this
item.





Item 7.  Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.





You
should read the following discussion and analysis in conjunction with the
audited consolidated financial statements and notes thereto appearing elsewhere
in this annual report on Form 10-K.





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





SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS





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





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





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





PLAN
OF OPERATIONS





Overview





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


9


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





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





Investigation
and Selection of Business Opportunities





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





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





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





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





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


10




Note1
 
 Going
Concern Qualification
 
 The
Company’s ability to continue as a going concern is dependent upon its ability
to generate future profitable operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due.  Management has no formal plan
in place to address this concern but considers that the Company will be able to
obtain additional funds by equity financing and/or related party advances;
however there is no assurance of additional funding being
available.
 
 Results
of Operations
 
 Year
ended December 31, 2008 Compared to Year ended December 31, 2007
 
 General
Description
 
 Our
current focus on a new business strategy of the Company is to seek to enter into
contractual arrangements with entities that enables the Company to either
purchase outright the assets and/or business operations of such entities or to
enter into business arrangements, such as joint ventures or similar combinations
with such entities to manage and operate such entities.
 
 General and Administrative
Operating Expenses
 
 The total
general and administrative operating expenses for the Company were $147,325in fiscal 2008, compared
to $169,531 in fiscal 2007. The decrease is primarily due to lower management
and consultant fees in relation to the Company’s operations and SEC filings and
lower interest on notes payment.
 
 Net
Income
 
 The
Company incurred a net income of $79,122for the fiscal year
ended December 31, 2008 as compared with net income loss of $170,950for the fiscal year
ended December 31, 2007. This increase of $250,072was mainly due to the
disposal of certain assets and discharge of certain debt
obligations.
 
 Liquidity
and Capital Resources
 
 On
December 31, 2008, the Company had no working capital compared to a working
capital deficit of $376,314 at December 31, 2007. At December 31, 2008, the
Company had no cash holding compared to $66,273 at December 31,
2007.  We are in immediate need of further working capital and the
Company may consider options with respect to financing in the form of debt,
equity or a combination thereof.
 
 Net cash decrease for the
year ended December 31, 2008 was $66,273.  The decrease
in cash was mainly due to payments of current year’s G&A expenses and the
discharge of prior year’s
liabilities.


11





Off
Balance Sheet Arrangements




We do not
have any off balance sheet arrangements that have or 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 or capital
expenditures or capital resources that is material to an investor in our
securities.




Seasonality




Our
operating results are not affected by seasonality.




Inflation




Our
business and operating results are not affected in any material way by
inflation.




Item
      7A.
            Quantitative
      and Qualitative Disclosures About Market
Risk.





The
Company, as a smaller reporting company (as defined by Rule 12b-2 of the
Exchange Act), is not required to furnish information required by this
item.





12


Item
8.  Financial Statements and Supplementary Data




SINOCUBATE INC.
  (A Development Stage
Company)
  FINANCIAL STATEMENTS
  December31, 2008
  F-1
 
 Schwartz
Levitsky Feldman llp
 CHARTERED
ACCOUNTANTS
 LICENSED
PUBLIC ACCOUNTANTS
 TORONTO· MONTREAL
  REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and Stockholders of
 SinoCubate,
Inc.
 
 We have
audited the accompanying balance sheet of SinoCubate, Inc. (the “Company”) as at
December 31, 2008 and the related statements of operations, comprehensive loss,
cash flows and changes in stockholders’ deficiency for the year then
ended.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.  We did not audit the
statement of operations of the Company from the date of inception of the
development stage on January 1, 2004 to December 31, 2007, which statement
reflects cumulative expenses of $1,057,305.  That period was audited
by another auditing firm whose report has been furnished to us, and our opinion,
insofar as it relates to the cumulative financial information from inception of
the development stage on January 1, 2004 to December 31, 2007, is based solely
on the report of the other auditing firm.
 
 We
conducted our audit 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.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provide a reasonable basis
for our opinion.
 
 In our
opinion, based on our audit and the report of the other auditing firm, these
financial statements referred to above present fairly, in all material respects,
the financial position of the Company as of December 31, 2008 and the results of
its operations and its cash flows for the year then ended and for the period
from inception of the development stage on January 1, 2004 to December 31, 2008
in conformity with generally accepted accounting principles in the United states
of America.
 
 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 audits procedures that were appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the company’s
internal controls over financial reporting.  Accordingly, we express
no such opinion.
 
 The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As discussed in note 1 to the financial
statements, the Company is a development stage company and has no established
source of revenues.  These conditions raise substantial doubt about
its ability to continue as going concern.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
 
 The
financial statements of the Company as at December 31, 2007 were audited by
other auditing firm whose report dated March 17, 2008 expressed an opinion
without reservation.
  “SCHWARTZ LEVITSKY FELDMAN
      LLP”Toronto,
      Ontario, Canada
                        Chartered
      AccountantsApril
      14, 2009
                        Licensed
      Public
Accountants
  1167
Caledonia Road
 Toronto,
Ontario M6A 2X1
 Tel:  416
785 5353
 Fax:  416
785 5663
  F-2
  SINOCUBATE INC.
 (A Development Stage
Company)
 BALANCE SHEETS
  December31,
                          
                          
                          December
31,ASSETS
                          
                          2008
                          
                          
                          2007CurrentCash
                          
                          $
                          --
                          
                          
                          $
                          66,273LIABILITIES AND
      STOCKHOLDERS’DEFICIENCYCurrentAccounts payable and accrued
      liabilities
                          
                          $
                          --
                          
                          
                          $
                          84,935Notes
    payable
                          
                          
                          --
                          
                          
                          
                          276,163Liabilities of
      discontinued operations (note 5)
                          
                          
                          
                          
                          
                          
                          81,489Related
      party transactions (note 4)
                          
                          
                          --
                          
                          
                          
                          442,587Capital
    stockPreferred stock, $0.001 par value, 5,000,000 shares
      authorized, no shares issued or outstanding as of
      12/31/2008(2007-Preferred stock,
      $0.01 par value,
      5,000,000 shares authorized, no shares issued or outstanding as of
      12/31/2007)Common stock, $0.001 par value, 100,000,000 shares
      authorized, 995,655shares issued and
      outstanding as of 12/31/2008
                          
                          
                          996
                          
                          
                          
                          7,315(2007-Common stock,
      $0.01 par value,
      100,000,000 shares authorized,731,522shares issued and outstanding as
      of 12/31/2007)Treasury stock, nil at December
      31, 2008 at cost, 540 shares as of 12/31/2007
                          
                          
                          --
                          
                          
                          
                          (270
                          )Additional paid-in
      capital
                          
                          
                          2,282,641
                          
                          
                          
                          1,974,187Accumulated other comprehensive
      income
                          
                          
                          0
                          
                          
                          
                          5,213Deficit
                          
                          
                          (1,305,454
                          )
                          
                          
                          (1,305,454
                          )Deficit accumulated during the
      development stage
                          
                          
                          (978,183
                          )
                          
                          
                          (1,057,305
                          )--
                          
                          
                          
                          (376,314
                          )$
                          --
                          
                          
                          $
                          66,273
  SEE ACCOMPANYING
NOTES
 
 F-3
  SINOCUBATE INC.
 (A Development Stage
Company)
 STATEMENT OF OPERATIONS AND
COMPREHENSIVE LOSS
  Twelve months
      ended
                                                                          
                                                                          
                                                                          January 1, 2004
                                                                            (Date of Inception
                                                                            of theDevelopment
      Stage)toDecember 31,
                                                                          
                                                                          
                                                                          December
31,2008
                                                                          
                                                                          
                                                                          2007
                                                                          
                                                                          
                                                                          2008General and administrative
      expensesAmortization
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          27,077Bad debt
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          525Corporate
      promotion
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          13,920Finance
    charges
                                                                          
                                                                          
                                                                          16,112
                                                                          
                                                                          
                                                                          
                                                                          9,866
                                                                          
                                                                          
                                                                          
                                                                          27,397Insurance
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          15,901Interest on notes payable (Note
      3)
                                                                          
                                                                          
                                                                          11,220
                                                                          
                                                                          
                                                                          
                                                                          18,276
                                                                          
                                                                          
                                                                          
                                                                          34,648Management and consultant
      fees
                                                                          
                                                                          
                                                                          65,755
                                                                          
                                                                          
                                                                          
                                                                          109,741
                                                                          
                                                                          
                                                                          
                                                                          290,354Office supplies and
      services
                                                                          
                                                                          
                                                                          3,428
                                                                          
                                                                          
                                                                          
                                                                          4,160
                                                                          
                                                                          
                                                                          
                                                                          43,240Professional
      fees
                                                                          
                                                                          
                                                                          50,810
                                                                          
                                                                          
                                                                          
                                                                          27,488
                                                                          
                                                                          
                                                                          
                                                                          286,017Rent
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          16,311Wages
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          84,258Loss before other
      items
                                                                          
                                                                          
                                                                          (147,325
                                                                          )
                                                                          
                                                                          
                                                                          (169,531
                                                                          )
                                                                          
                                                                          
                                                                          (839,648
                                                                          )Other itemsLoss on disposition of
      equipment
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          (15,028
                                                                          )Write-down of intangible
      assets
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          (50,001
                                                                          )Write-off of
      payables
                                                                          
                                                                          
                                                                          73,607
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          73,607Write-off of notes
      payable
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          14,823Gain on settlement of
      lawsuit
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          44,445Gain on sale of
      investment
                                                                          
                                                                          
                                                                          31,874
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          31,874Other
income
                                                                          
                                                                          
                                                                          42,530
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          42,530Income (loss) from continuing
      operations
                                                                          
                                                                          
                                                                          686
                                                                          
                                                                          
                                                                          
                                                                          (169,531
                                                                          )
                                                                          
                                                                          
                                                                          (697,398
                                                                          )Operating loss from discontinued
      operations
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          (1,419
                                                                          )
                                                                          
                                                                          
                                                                          (388,905
                                                                          )Gain on sales of discontinued
      operations (Note5)
                                                                          
                                                                          
                                                                          78,436
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          108,120Net income
      (loss)
                                                                          
                                                                          $
                                                                          79,122
                                                                          
                                                                          
                                                                          $
                                                                          (170,950
                                                                          )
                                                                          
                                                                          $
                                                                          (978,183
                                                                          )Basic
      and diluted income (loss) perCommon
      share – continuing operations
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          (0.23
                                                                          )–
      discontinued operations
                                                                          
                                                                          
                                                                          0.10
                                                                          
                                                                          
                                                                          
                                                                          -–
      total
                                                                          
                                                                          
                                                                          0.10
                                                                          
                                                                          
                                                                          
                                                                          (0.23
                                                                          )Weighted
      average number of common
      share outstanding–basic
      and diluted
                                                                          
                                                                          
                                                                          783,703
                                                                          
                                                                          
                                                                          
                                                                          731,522Comprehensive
      income (loss)Net
      income (loss)
                                                                          
                                                                          $
                                                                          79,122
                                                                          
                                                                          
                                                                          $
                                                                          (170,950
                                                                          )
                                                                          
                                                                          $
                                                                          (978,183
                                                                          )Foreign
      currency translation adjustment
                                                                          
                                                                          
                                                                          (5,213
                                                                          )
                                                                          
                                                                          
                                                                          (13,391
                                                                          )
                                                                          
                                                                          
                                                                          0Total
      comprehensive income (loss)
                                                                          
                                                                          $
                                                                          73,909
                                                                          
                                                                          
                                                                          $
                                                                          (184,341
                                                                          )
                                                                          
                                                                          $
                                                                          (978,183
                                                                          )
  SEE ACCOMPANYING
NOTES
  F-4
 
 SINOCUBATE
INC.
 (A Development Stage
Company)
 STATEMENT OF CASH
FLOWS
  Twelvemonths
    ended
                  
                  
                  January 1, 2004(Date of Inception of the DevelopmentStage) toDecember
31,
                  
                  
                  December
31,2008
                  
                  
                  2007
                  
                  
                  2008Cash flows from operating
      activitiesNet income
      (loss)
                  
                  $
                  79,122
                  
                  
                  $
                  (170,950
                  )
                  
                  $
                  (978,183
                  )Adjustments to reconcile net loss
      to net cash used in operating activities:Finance
    charges
                  
                  
                  16,102
                  
                  
                  
                  11,285
                  
                  
                  
                  27,387Accrued interest on notes
      payable
                  
                  
                  7,986
                  
                  
                  
                  18,276
                  
                  
                  
                  31,414Amortization
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  27,077Accrued
      expenses
                  
                  
                  49,306
                  
                  
                  
                  
                  
                  
                  
                  49,306Foreign exchange effect on notes
      payable
                  
                  
                  (2,798)
                  
                  
                  
                  7,660
                  
                  
                  
                  5,303Issuance of common stock for
      services
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  1,000Stock-based
      compensation
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  4,460Loss on disposition of
      equipment
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  225,184Write-down of intangible
      assets
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  360,001Write-off of
      payables
                  
                  
                  (73,607)
                  
                  
                  
                  -
                  
                  
                  
                  (73,607
                  )Write-off of notes
      payable
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  (18,729
                  )Gain on settlement of
      lawsuit
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  (44,445
                  )Gain on sales of discontinued
      operations
                  
                  
                  (78,436)
                  
                  
                  
                  
                  
                  
                  
                  (108,121
                  )Gain on
      sale of investments
                  
                  
                  (31,874)
                  
                  
                  
                  
                  
                  
                  
                  (31,874
                  )Other
      income
                  
                  
                  (42,530)
                  
                  
                  
                  
                  
                  
                  
                  (42,530
                  )Changes in non-cash working
      capital items:Accounts payable and accrued
      liabilities
                  
                  
                  10,013
                  
                  
                  
                  14,931
                  
                  
                  
                  143,521Cash used in continuing
      operations
                  
                  
                  (66,716)
                  
                  
                  
                  (118,798
                  )
                  
                  
                  (422,836
                  )Discontinued
      operations
                  
                  
                  (362)
                  
                  
                  
                  -
                  
                  
                  
                  (171,213
                  )Net cash used in operating
      activities
                  
                  
                  (67,078)
                  
                  
                  
                  (118,798
                  )
                  
                  
                  (594,049
                  )Cash flows from
      investingactivitiesProceeds from sale of
      subsidiary
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  1Proceeds from assets
      disposition
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  5,458Purchase of
      equipment
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  (5,808
                  )Net cash used in investing
      activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (349
                  )Cash flows from financing
      activitiesSettlement of notes
      payable
                  
                  
                  -
                  
                  
                  
                  185,000
                  
                  
                  
                  398,614Proceeds from issuance of common
      stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,000Net cash provided by financing
      activities
                  
                  
                  -
                  
                  
                  
                  185,000
                  
                  
                  
                  399,614Effect of exchange rate changes on
      cash
                  
                  
                  805
                  
                  
                  
                  (13,391
                  )
                  
                  
                  (14,734
                  )Change in
    cash
                  
                  
                  (66,273)
                  
                  
                  
                  52,811
                  
                  
                  
                  (209,518
                  )Cash, beginning of
      period
                  
                  
                  66,273
                  
                  
                  
                  13,462
                  
                  
                  
                  209,518Cash, ending of
      period
                  
                  $
                  --
                  
                  
                  $
                  66,273
                  
                  
                  $
                  --
  SEE ACCOMPANYING
NOTES
  F-5
 
 SINOCUBATEINC.
 (A Development Stage
Company)
 STATEMENT OF STOCKHOLDERS’DEFICIENCY
 DeficitAccumulated
                      
                      
                      
                      
                      
                      AccumulatedAdditional
                      
                      
                      
                      
                      
                      Other
                      
                      
                      
                      
                      
                      During theCommon
    Shares
                      
                      
                      Treasury
                      
                      
                      Paid-in
                      
                      
                      Subscriptions
                      
                      
                      Comprehensive
                      
                      
                      
                      
                      
                      DevelopmentNumber
                      
                      
                      Amount
                      
                      
                      Stock
                      
                      
                      Capital
                      
                      
                      Received
                      
                      
                      Income
                      
                      
                      Deficit
                      
                      
                      Stage
                      
                      
                      TotalMay
      3, 1989 (Inception)through
      December 31, 1997
                      
                      
                      60,022
                      
                      
                      $
                      600
                      
                      
                      $
                      -
                      
                      
                      $
                      9,400
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      (10,000
                      )
                      
                      $
                      -
                      
                      
                      $
                      -Net loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (148,931
                      )
                      
                      
                      -
                      
                      
                      
                      (148,931
                      )Shares issued for
      cash
                      
                      
                      180,000
                      
                      
                      
                      1,800
                      
                      
                      
                      -
                      
                      
                      
                      148,200
                      
                      
                      
                      2,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      152,000Balance at December 31,
      1998
                      
                      
                      240,022
                      
                      
                      
                      2,400
                      
                      
                      
                      -
                      
                      
                      
                      157,600
                      
                      
                      
                      2,000
                      
                      
                      
                      -
                      
                      
                      
                      (158,931
                      )
                      
                      
                      -
                      
                      
                      
                      3,069Net loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (511,587
                      )
                      
                      
                      -
                      
                      
                      
                      (511,587
                      )Foreign currency translation
      adjustment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (14,130
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (14,130
                      )Share issued for
      services
                      
                      
                      15,000
                      
                      
                      
                      150
                      
                      
                      
                      -
                      
                      
                      
                      124,850
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      125,000Subscription
      receivable
                      
                      
                      12,000
                      
                      
                      
                      120
                      
                      
                      
                      -
                      
                      
                      
                      99,880
                      
                      
                      
                      8,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      108,000Share issued for intangible
      assets
                      
                      
                      15,000
                      
                      
                      
                      150
                      
                      
                      
                      -
                      
                      
                      
                      124,850
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      125,000Balance at December 31,
      1999
                      
                      
                      282,022
                      
                      
                      
                      2,820
                      
                      
                      
                      -
                      
                      
                      
                      507,180
                      
                      
                      
                      10,000
                      
                      
                      
                      (14,130
                      )
                      
                      
                      (670,518
                      )
                      
                      
                      -
                      
                      
                      
                      (164,648
                      )Net loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (339,063
                      )
                      
                      
                      -
                      
                      
                      
                      (339,063
                      )Foreign currency translation
      adjustment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      18,885
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      18,885Shares issued for
      cash
                      
                      
                      21,600
                      
                      
                      
                      216
                      
                      
                      
                      -
                      
                      
                      
                      259,784
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      260,000Sharesissued for settlement of
      debt
                      
                      
                      4,500
                      
                      
                      
                      45
                      
                      
                      
                      -
                      
                      
                      
                      174,955
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      175,000Subscription
      receivable
                      
                      
                      600
                      
                      
                      
                      6
                      
                      
                      
                      -
                      
                      
                      
                      9,994
                      
                      
                      
                      (200
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      9,800Subscription
      received
                      
                      
                      30,000
                      
                      
                      
                      300
                      
                      
                      
                      -
                      
                      
                      
                      499,700
                      
                      
                      
                      (9,350
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      490,650Stock option
      benefit
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      14,235
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      14,235Balance at December 31,
      2000
                      
                      
                      338,722
                      
                      
                      
                      3,387
                      
                      
                      
                      -
                      
                      
                      
                      1,465,848
                      
                      
                      
                      450
                      
                      
                      
                      4,755
                      
                      
                      
                      (1,009,581
                      )
                      
                      
                      -
                      
                      
                      
                      464,859Net loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      375,621
                      
                      
                      
                      -
                      
                      
                      
                      375,621Foreign currency translation
      adjustment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      13,629
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      13,629Shares issued for
      cash
                      
                      
                      300
                      
                      
                      
                      3
                      
                      
                      
                      -
                      
                      
                      
                      2,247
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      2,250Subscription
      received
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      200
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      200Stock option
    benefit
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      118,920
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      118,920Repurchase of common stock for
      treasury
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (270
                      )
                      
                      
                      (6,611
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (6,881
                      )Balance at December 31,
      2001
                      
                      
                      339,022
                      
                      
                      
                      3,390
                      
                      
                      
                      (270
                      )
                      
                      
                      1,580,404
                      
                      
                      
                      650
                      
                      
                      
                      18,384
                      
                      
                      
                      (633,960
                      )
                      
                      
                      -
                      
                      
                      
                      968,598Net loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      (63,864
                      )
                      
                      
                      -
                      
                      
                      
                      (63,864
                      )Foreign currency translation
      adjustment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      (1,155
                      )
                      
                      
                      
                      
                      
                      
                      -
                      
                      
                      
                      (1,155
                      )Shares issued for
      cash
                      
                      
                      4,500
                      
                      
                      
                      45
                      
                      
                      
                      -
                      
                      
                      
                      33,705
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      33,750Balance at December 31,
      2002
                      
                      
                      343,522
                      
                      
                      $
                      3,435
                      
                      
                      $
                      (270
                      )
                      
                      $
                      1,614,109
                      
                      
                      $
                      650
                      
                      
                      $
                      17,229
                      
                      
                      $
                      (697,824
                      )
                      
                      $
                      -
                      
                      
                      $
                      937,329
  SEE ACCOMPANYING
NOTES
  F-6
 SINOCUBATE INC.
 (A Development Stage
Company)
 STATEMENT OF STOCKHOLDERS’DEFICIENCY
  DeficitAccumulated
                        
                        
                        
                        
                        
                        AccumulatedAdditional
                        
                        
                        
                        
                        
                        Other
                        
                        
                        
                        
                        
                        During theCommon
    Shares
                        
                        
                        Treasury
                        
                        
                        Paid-in
                        
                        
                        Subscriptions
                        
                        
                        Comprehensive
                        
                        
                        
                        
                        
                        DevelopmentNumber
                        
                        
                        Amount
                        
                        
                        Stock
                        
                        
                        Capital
                        
                        
                        Received
                        
                        
                        Income
                        
                        
                        Deficit
                        
                        
                        Stage
                        
                        
                        TotalBalance at December 31,
      2002
                        
                        
                        343,522
                        
                        
                        
                        3,435
                        
                        
                        
                        (270
                        )
                        
                        
                        1,614,109
                        
                        
                        
                        650
                        
                        
                        
                        17,229
                        
                        
                        
                        (697,824
                        )
                        
                        
                        -
                        
                        
                        
                        937,329Net loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (607,630
                        )
                        
                        
                        -
                        
                        
                        
                        (607,630
                        )Foreign currency translation
      adjustment
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,752
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,752Stock option
      benefit
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        11,800
                        
                        
                        
                        
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        11,800Cancellation of
      agreement
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        
                        
                        
                        
                        (650
                        )
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (650
                        )Share issues for cash on exercise
      of options
                        
                        
                        12,000
                        
                        
                        
                        120
                        
                        
                        
                        -
                        
                        
                        
                        11,880
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        12,000Share issues for consulting
      services
                        
                        
                        45,000
                        
                        
                        
                        450
                        
                        
                        
                        -
                        
                        
                        
                        49,675
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        50,125Share issues for intangible
      assets
                        
                        
                        60,000
                        
                        
                        
                        600
                        
                        
                        
                        -
                        
                        
                        
                        104,400
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        105,000Share issued for
      software
                        
                        
                        60,000
                        
                        
                        
                        600
                        
                        
                        
                        -
                        
                        
                        
                        53,400
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        54,000Balance at December 31,
      2003
                        
                        
                        520,522
                        
                        
                        
                        5,205
                        
                        
                        
                        (270
                        )
                        
                        
                        1,845,264
                        
                        
                        
                        -
                        
                        
                        
                        18,981
                        
                        
                        
                        (1,305,454
                        )
                        
                        
                        -
                        
                        
                        
                        563,726Net loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (795,364
                        )
                        
                        
                        (795,364
                        )Foreign currency translation
      adjustment
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (238
                        )
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (238
                        )Stock-based
      compensation
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        4,460
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        4,460Shares issued for cash on exercise
      of options
                        
                        
                        1,000
                        
                        
                        
                        10
                        
                        
                        
                        -
                        
                        
                        
                        990
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,000Share issued for
      debt
                        
                        
                        140,000
                        
                        
                        
                        1,400
                        
                        
                        
                        -
                        
                        
                        
                        68,600
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        70,000Share issued for consulting
      services
                        
                        
                        2,000
                        
                        
                        
                        20
                        
                        
                        
                        -
                        
                        
                        
                        980
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,000Balance at December 31,
      2004
                        
                        
                        663,522
                        
                        
                        
                        6,635
                        
                        
                        
                        (270
                        )
                        
                        
                        1,920,294
                        
                        
                        
                        -
                        
                        
                        
                        18,743
                        
                        
                        
                        (1,305,454
                        )
                        
                        
                        (795,364
                        )
                        
                        
                        (155,416
                        )Net loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (54,416
                        )
                        
                        
                        (54,416
                        )Foreign currency translation
      adjustment
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (702
                        )
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (702
                        )Share issues for consulting
      services
                        
                        
                        18,000
                        
                        
                        
                        180
                        
                        
                        
                        -
                        
                        
                        
                        8,820
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        9,000Balance at December 31,
      2005
                        
                        
                        681,522
                        
                        
                        
                        6,815
                        
                        
                        
                        (270
                        )
                        
                        
                        1,929,114
                        
                        
                        
                        -
                        
                        
                        
                        18,041
                        
                        
                        
                        (1,305,454
                        )
                        
                        
                        (849,780
                        )
                        
                        
                        (201,534
                        )Net loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (36,575
                        )
                        
                        
                        (36,575
                        )Foreign currency translation
      adjustment
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        563
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        563Share issues for
      debt
                        
                        
                        50,000
                        
                        
                        
                        500
                        
                        
                        
                        -
                        
                        
                        
                        24,500
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        25,000Balance at December 31,
      2006
                        
                        
                        731,522
                        
                        
                        $
                        7,315
                        
                        
                        $
                        (270
                        )
                        
                        $
                        1,953,614
                        
                        
                        $
                        -
                        
                        
                        $
                        18,604
                        
                        
                        $
                        (1,305,454
                        )
                        
                        $
                        (886,355
                        )
                        
                        $
                        (212,546
                        )
 SEE ACCOMPANYING
NOTES
  F-7
  SINOCUBATE INC.
 (A Development Stage
Company)
 CONSOLIDATED STATEMENT OF STOCKHOLDERS’DEFICIENCY
 
 DeficitAccumulated
                              
                              
                              
                              
                              
                              AccumulatedAdditional
                              
                              
                              
                              
                              
                              Other
                              
                              
                              
                              
                              
                              During theCommon
    Shares
                              
                              
                              Treasury
                              
                              
                              Paid-in
                              
                              
                              Subscriptions
                              
                              
                              Comprehensive
                              
                              
                              
                              
                              
                              DevelopmentNumber
                              
                              
                              Amount
                              
                              
                              Stock
                              
                              
                              Capital
                              
                              
                              Received
                              
                              
                              Income
                              
                              
                              Deficit
                              
                              
                              Stage
                              
                              
                              TotalBalance atDecember 31,
      2006
                              
                              
                              731,522
                              
                              
                              $
                              7,315
                              
                              
                              $
                              (270
                              )
                              
                              $
                              1,953,614
                              
                              
                              $
                              -
                              
                              
                              $
                              18,604
                              
                              
                              $
                              (1,305,454
                              )
                              
                              $
                              (886,355
                              )
                              
                              $
                              (212,546
                              )Net loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (170,950
                              )
                              
                              
                              (170,950
                              )Discount on notes
      payable
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              20,573
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              20,573Foreign currency translation
      adjustment
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (13,391
                              )
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (13,391
                              )Balance at December 31,
      2007
                              
                              
                              731,522
                              
                              
                              
                              7,315
                              
                              
                              
                              (270
                              )
                              
                              
                              1,974,187
                              
                              
                              
                              -
                              
                              
                              
                              5,213
                              
                              
                              
                              (1,305,454
                              )
                              
                              
                              (1,057,305
                              )
                              
                              
                              (376,314
                              )Issuance of new
      shares
                              
                              
                              284,637
                              
                              
                              
                              2,846
                              
                              
                              
                              
                              
                              
                              
                              267,559
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              270,405Cancellation of
      shares
                              
                              
                              (20,504)
                              
                              
                              
                              (205)
                              
                              
                              
                              270
                              
                              
                              
                              (65)
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              -Donation
      from majority stockholder
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              32,000
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              32,000Change in par value of common
      share from $0.01 per share to $0.001 per share
                              
                              
                              
                              
                              
                              
                              (8,960)
                              
                              
                              
                              
                              
                              
                              
                              8,960Net income
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              79,122
                              
                              
                              
                              79,122Foreign currency translation
      adjustment
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (5,213
                              )
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              
                              (5,213
                              )Balance atDecember31, 2008
                              
                              
                              995,655
                              
                              
                              $
                              996
                              
                              
                              $
                              --
                              
                              
                              $
                              2,282,641
                              
                              
                              $
                              -
                              
                              
                              $
                              0
                              
                              
                              $
                              (1,305,454
                              )
                              
                              $
                              (978,183
                              )
                              
                              $
                              --
  SEE ACCOMPANYING
NOTES
  F-8
 SINOCUBATE INC.
 (A Development Stage
Company)
 STATEMENTS OF OPERATIONS FROM
DISCONTINUED OPERATIONS
  Twelvemonths ended
                              
                              
                              January
      1, 2004(Date
      ofInception
      of theDevelopmentStage)
      toDecember31,
                              
                              
                              December
31,2008
                              
                              
                              2007
                              
                              
                              2008Amortization
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              57,051Management and consulting
      fees
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              165Professional
      fees
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              5,606Office supplies and
      services
                              
                              
                              -
                              
                              
                              
                              1,419
                              
                              
                              
                              9,581Royalty, software and
      advertising
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              69,251(1,419)
                              
                              
                              
                              (141,654)Write-down of intangible
      assets
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (155,000
                              )Forgiveness of debts
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,953Loss on disposition of
      equipment
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (105,078
                              )Incidental
      revenue
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              10,874Operating income (loss) from
      discontinued operations
                              
                              
                              -
                              
                              
                              
                              (1,419)
                              
                              
                              
                              (388,905
                              )Gain on disposition of
      subsidiary
                              
                              
                              78,436
                              
                              
                              
                              -
                              
                              
                              
                              108,120Net income
      (loss)
                              
                              $
                              78,436
                              
                              
                              $
                              (1,419
                              )
                              
                              $
                              (280,785
                              )
  SEE ACCOMPANYING
NOTES
 
 F-9
 
 SINOCUBATE INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 December
31, 2008
  Note
      1
                  Nature
      of business and going
concern
  The
Company was incorporated under the laws of the State of Florida on May 3, 1989
as Sparta Ventures Corp. and remained inactive until June 27,
1998.  The name of the Company was changed to Thermal Ablation
Technologies Corporation on October 8, 1998 and then to Poker.com, Inc. on
August 10, 1999.  On September 15, 2003, the Company changed its name
to LegalPlay Entertainment Inc and November 8, 2006, the name of the Company was
changed to Synthenol Inc.  The Company’s business through December 31,
2003 was primarily related to the operations of online gaming.  In
2004, the Company discontinued the online gaming operations and redirected its
business strategy to acquisition and marketing of new poker software to on-line
gaming websites worldwide.  The Company is a development stage company
as defined by Statement of Financial Accounting Standards or SFAS No. 7,
“Development Stage Enterprises.”
 
 On August
15, 2008, pursuant to a stock purchase agreement, Viking Investments Group LLC
or Viking acquired 366,520 shares of the Company’s common stock from certain of
the Company’s stockholders for $350,000 in cash.  In connection with
the acquisition of the shares, certain promissory notes and debt in the
aggregate principal amount of $243,500 owed to the selling stockholders by the
Company were assigned by the stockholders to Viking as reported on a Current
Report on Form 8-K filed with the SEC on August 21, 2008.  The shares
acquired by Viking represented approximately 50.1% of the Company’s then issued
and outstanding capital stock calculated on a diluted basis and the sale of the
shares represented a change of control of the Company.
 
 On
September 29, 2008, the Board of Directors of the Company ratified the
cancellation of shares previously held by the Company in its treasury under
certificate numbers 2057 (5,000 shares) and 2075 (15,504 shares) under the names
of LegalPlay Entertainment and Poker.Com Corp., respectively, the two
predecessor entities of the Company.  The cancellation of the shares,
which were effective on September 23, 2008, has reduced the number of issued and
outstanding shares of common stock of the Company from 1,016,159 to 995,655
shares as of the date of this Report.
 
 Effective
November 3, 2008, the Company merged with and into its wholly-owned subsidiary,
SinoCubate, Inc., a newly formed Nevada corporation, which remains the surviving
entity of the merger.  SinoCubate was formed in the State of Nevada on
September 11, 2008.  The merger has resulted in a change of name of
the Company from Synthenol Inc. to SinoCubate, Inc. and a change in the state of
incorporation of the Company from Florida to Nevada.  Pursuant to the
terms of an agreement and plan of merger dated September 29, 2008 (attached as
exhibit to a Definitive Information Statement on Schedule 14C filed with the SEC
on October 14, 2008) and effective as of November 3, 2008, SinoCubate possesses
all the rights, privileges, powers of the Company, and the Company’s debts and
liabilities are now debts and liabilities of SinoCubate.  In addition,
all the issued and outstanding shares of common stock of the Company will be
automatically converted into shares of SinoCubate common stock at the rate of
one share of SinoCubate common stock, par value $0.001 per share, for one share
of common stock, par value $0.01 per share, of the Company.  The
articles of incorporation and bylaws of SinoCubate now govern the
Company.
 
 Prior
to  August 15, 2008, the company disposed of its subsidiaries and made
settlements with its creditors, leaving the company with no significant assets
and liabilities. The new management of the Company decided to focus on a new
business strategy pursuant to which the Company will seek to enter into
contractual arrangements with entities that enables the Company to either
purchase outright the assets and/or business operations of such entities or to
enter into business arrangements, such as joint ventures or similar combinations
with such entities to manage and operate such entities.
 
 As of the
date of this Report, the Company has not entered into an agreement with any
entity and there can be no assurance that the Company will ever be able to
identify and enter into an agreement with an entity or whether, if the Company
successful enters into an agreement with a suitable entity, such combination may
become successful and/or profitable.
 
 These
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern, which assumes that the
Company will be able to meet its obligations and continue its operations for its
next fiscal year.  Realization values may be substantially different
from carrying values as shown and these financial statements do not give effect
to adjustments that would be necessary to the carrying values and classification
of assets and liabilities should the Company be unable to continue as a going
concern.  At December 31, 2008, the Company has accumulated losses of
$2,283,637 since its inception and expects to incur further losses in the
development of its business, all of which casts substantial doubt about the
Company’s ability to continue as a going concern.  The Company’s
ability to continue as a going concern is dependent upon its ability to generate
future profitable operations and/or to obtain the necessary financing to meet
its obligations and repay its liabilities arising from normal business
operations when they come due.  Management has no formal plan in place
to address this concern but considers that the Company will be able to obtain
additional funds by equity financing and/or related party advances; however
there is no assurance of additional funding being available.
 
 F-10
  SINOCUBATE INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 December
31, 2008
  Note 2
                  Summary
      of Significant Accounting
Policies
 
 a)
                  Basis of
      Presentationand Going
      Concern Assumption
 The financial statements of the Company
have been prepared in accordance with accountingprinciples generallyaccepted in the United States of
America (“US
GAAP”) and are expressed in
U.S. dollars. The Company’s fiscalyear-end is December
31.
 
 These financial statements have been
prepared in accordance withthe US GAAPapplicable to a going concern, which
assumes that the Company will be able to meet its obligations and continue its
operations for its next fiscal year.Realization values may be substantially
different from carrying values as shown and these financial statements do not
give effect to adjustments that would be necessary to the carrying values and
classification of assets and liabilities should the Companybe unable to continue as a going
concern.  At December 31, 2008, the Company has accumulated losses of
$2,283,637since its inception and expects to
incur further losses in the development of its business, both of which casts
substantial doubt about the Company’s ability to continue as a going
concern.  The Company’s ability to continue as a going concern
is dependent upon its ability to generate future profitable operations and/or to
obtain the necessary financing to meet its obligations and repay its
liabilities arising from normal business
operations when they come due. The
Company’s current business plan is to seek, investigate, and, if warranted,
enter into contractual arrangements with entities that enables the Company to
either purchase outright the assets and and/or business operations of such
entities or to enter into business arrangements, such as joint ventures or
similar combinations with such entities to manage and operate such entities as
affiliated entities of the Company.
  b)
                  Use of
      Estimates
 The preparation of financial statements
in conformity with US GAAP requires management to make certain estimates and
assumptions that affect the reported amounts and timing of revenues and expenses, the
reported amounts and classification of assets and liabilities, and disclosure of
contingent assets and liabilities. The Company’s actual results could vary materially
from management’s estimates and assumptions.
Significant areas requiring the use of management
estimates relate to the determination expected tax rates for future income tax
recoveries and determining the fair values of financial
instruments.
 
 c)
                  Foreign Currency
      Translation
 For the
year ended December 31, 2007, the Company’s functional currency is the Canadian
dollar. The financial statements of the Company are translated to United States
dollar equivalents in accordance with SFAS No. 52, “Foreign Currency
Translation”. Monetary assets and liabilities denominated in foreign currencies
are translated into United States dollar equivalents at rates of exchange in
effect at the balance sheet date. Non-Monetary items are translated at
historical rates. Average rates for the year are used to translate revenues and
expenses. The cumulative translation adjustment is reported as a separate
component of accumulated other comprehensive income, whereas gains and losses
arising from foreign currency translations are included in results of
operations.
  For the
year ended December 31, 2008, the Company’s functional currency and the
reporting currency are the United States dollar. Monetary assets and liabilities
denominated in foreign currencies are translated into United States dollar
equivalents at rates of exchange in effect at the balance sheet date.
Non-Monetary items are translated at historical rates. Average rates for the
year are used to translate revenues and expenses. The gains and losses arising
from foreign currency translations are included in results of
operations.
 
 d)
                  Other Comprehensive
      Income
 SFAS No. 130 “Reporting Comprehensive
Income,”establishes
standards for the reporting and display ofcomprehensive income and its components
in the financial statements. During the years ended December 31,2008 and 2007, the only component of
comprehensive income was foreign currency translation
adjustments.
 
 e)
                  Income
    Taxes
 The
Company uses the asset and liability method of accounting for income taxes
pursuant to SFAS No. 109 "Accounting for Income Taxes".  Under this
method, deferred income tax assets and liabilities are recognized for the future
tax consequences attributable to temporary differences between the financial
statements carrying amounts of assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.
 
 F-11




SINOCUBATE INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 December
31, 2008
 The
Company adopted the provisions of Financial Accounting Standards Board (“FASB”)
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes (“FIN 48”),
on January 1, 2007.  Previously, the Company had accounted for tax
contingencies in accordance with SFAS No.5, Accounting for Contingencies. As
required by Interpretation 48, which clarifies SFAS No. 109, Accounting for
Income Taxes, the Company recognizes the financial statement benefit of a tax
position only after determining that the relevant tax authority would make more
likely than not sustain the position following an audit. For tax positions
meeting this standard, the amount recognized in the financial statements is the
largest benefit that has a greater than 50 percent likelihood of being realized
upon ultimate settlement with the relevant tax authority. At the adoption date,
the Company applied Interpretation 48 to all tax positions for which the statute
of limitations remained open. The adoption of FIN 48 did not have a material
impact in the consolidated financial statements during the year ended December
31, 2008.
 
 f)
                  Basic
      and Diluted Loss Per Share
 The
Company reports basic loss per share in accordance with SFAS No. 128, “Earnings
per Share”.  Basic loss per share is computed using the weighted
average number of common shares outstanding during the year. Diluted earnings
per share reflect the potential dilution that could occur if potentially
dilutive securities were exercised or converted to common stock.  The
dilutive effect of options and warrants and their equivalent is computed by
application of the treasury stock method and the effect of convertible
securities by the “if converted” method.
  g)
                  Financial
      Instruments
 The
carrying value of the Company’s financial instruments, consisting of cash,
accounts payable and accrued liabilities and notes payable approximates their
fair value due to the short maturity of such instruments. Unless otherwise
noted, it is management’s opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial
instruments.
 
 h)
                  Stock-based
      Compensation
 The
Company has adopted SFAS No. 123(R), “Share-Based Payment,” which requires the
compensation cost related to share-based payments, such as stock options and
employee stock purchase plans, be recognized in the financial statements based
on the grant-date fair value of the award. For the years
ended December 31, 2008 and 2007, the Company has not adopted a stock
option plan and has not granted any stock options.
 
 i)
                  Recent
      Accounting Pronouncements
 In
February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
159, “The Fair Value Option for Financial Assets and Financial Liabilities”.
This Statement permits entities to choose to measure many financial assets and
financial liabilities at fair value. Unrealized gains and losses on items for
which the fair value option has been elected are reported in earnings. SFAS No.
159 is effective for fiscal years beginning after November 15, 2007, which
for the Company would be the fiscal year beginning January 1,
2008.   The application of SFAS No. 159 has had no impact on the
Company’s financial position and results of operations.
 
 In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements”. This Statement amends ARB 51 to establish
accounting and reporting standards for the non-controlling (minority) interest
in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
non-controlling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. The Company has not yet determined the impact, if any,
that SFAS No. 160 will have on its financial statements. SFAS No. 160
is effective for the Company’s fiscal year beginning January 1,
2010.
 
 F-12
 
  SINOCUBATE INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 December
31, 2008
 In
December 2007, the FASB issued SFAS No. 141 (Revised) “Business Combinations”.
SFAS 141 (Revised) establishes principles and requirements for how the acquirer
of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree. The statement also provides guidance for recognizing
and measuring the goodwill acquired in the business combination and determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. The
guidance will become effective for the fiscal year beginning after December 15,
2008.  Management is in the process of evaluating the impact SFAS 141
(Revised) will have on the Company’s financial statements upon
adoption.
  In March
2008, the Financial Accounting Standards Board (FASB) issued FASB Statement No.
161, Disclosures about Derivative Instruments and Hedging Activities. The new
standard is intended to improve financial reporting about derivative instruments
and hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entity's financial position, financial
performance, and cash flows. It is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008,
with early application encouraged. The Company is currently evaluating the
impact of adopting SFAS No. 161 on its financial statements, but believes it
will not have a material impact on its financial position, results of
operations, or cash flows upon adoption.
 In May
2088, the FASB issued Financial Accounting Standard No. 162, "The Hierarchy of
Generally Accepted Accounting Principles" ("SFAS No. 162"). The statement is
intended to improve financial reporting by identifying a consistent hierarchy
for selecting accounting principles to be used in preparing financial statements
that are prepared in conformance with GAAP. Unlike SAS No. 69,"The Meaning of Present
in Conformity With GAAP," SFAS No. 162 is directed to the entity rather than the
auditor. The statement is effective 60 days following the 5EC's approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, "The
Meaning of Present Fairly in Conformity with GAAP." The Company is currently
assessing the impact of this statement, but believes it will not have a material
impact on its financial position, results of operations, or cash flows upon
adoption.
 
 In May
2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60." Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company's financial position.
 
 In May
2008, the Financial Accounting Standards Board ("FASB") issued FASB Staff
Position ("FSP") APB 14-1, Accounting for Convertible Debt Instruments That May
be Settled in Cash upon Conversion (Including Partial Cash Settlement). FSP
APB14-1 clarifies that convertible debt instruments that may be settled in cash
upon either mandatory or optional conversion (including Partial Cash Settlement)
are not addressed by paragraph 12 of APB Opinion No.14, Accounting for
Convertible Debt and Debt issued with Stock Purchase Warrants. Additionally, FSP
APB14-1 specifies that issuers of such instruments should separately account for
the liability and equity components in a manner that will reflect the entity's
non-convertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP APB14-1 is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and .interim periods within
those fiscal years. The Company is evaluating the impact the adoption of FSP
APB14-1 will have on its financial position and results of operations, but
believes it will not have a material impact on its financial position, results
of operations, or cash flows upon adoption.
 
 In June
2008, the FA5B ratified the consensus reached on EITF Issue No. 07-05,
Determining Whether an Instrument (or Embedded Feature) Is Indexed to an
Entity's Own Stock. EITF Issue No. 87-05 clarifies the determination of whether
an instrument (or an embedded feature) is indexed to an entity's own stock,
which would qualify as a scope exception under SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. EITF Issue No. 07-05 is effective
for financial statements issued for fiscal years beginning after December
15,2008. Early
adoption for an existing instrument is not permitted. The Company is currently
evaluating the impact of adopting EITF Issue No. 07-05 on its financial
statements, but believes it will not have a material impact on its financial
position, results of operations, or cash flows upon adoption.
 
 On June
16, 2008, the FASB issued final Staff Position (FSP) No. EITF03-6-1,
"Determining Whether Instruments Granted in Share-Based Payment Transaction Are
Participating Securities," to address the question of whether instrument granted
in share-based payment transaction are participating securities prior to
vesting. The FSP determines that unvested share-based payment awards that
contain rights to dividend payments should be included in earnings per share
calculations. The guidance will be effective for fiscal years beginning after
December 15, 2008. The Company is currently evaluating the requirement of (FSP)
No. EITF03-6-1 as well as the impact of the adoption on its financial
statements, but believes it will not have a material impact on its financial
position, results of operations, or cash flows upon adoption.
 
 In
December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, "Disclosures by
Public Entities (Enterprises) about Transfers of Financial Assets and Interests
in Variable Interest Entities" ("FSP FAS 140-4 and FIN 46 (R)-8"). FSP FAS140-4
and FIN 46(R)-8 amends FAS140 and FIN 46(R) to require additional disclosures
regarding transfers of financial assets and interest in variable interest
entities. FSP FAS 140-4 and FIN 46 (R)-8 is effective for interim or annual
reporting periods ending after December 15, 2008. The Company is currently
evaluating the impact of the adoption of FSP FAS140-4 and FIN 46(R)-8 will have
on its consolidated financial position and results of operations, but believes
it will not have a material impact on its financial position, results of
operations, or cash flows upon adoption.
  Note
      3
                  Debt
      Conversion
  On
September 22, 2008, the Company entered into an agreement with Viking, its
majority stockholder, relating to the issuance of 284,637 new shares of the
Company’s common stock to Viking in exchange for the release of Synthenol by
Viking from an obligation to repay certain outstanding promissory notes and debt
of Synthenol owing to Viking in the aggregate amount of $270,405 (inclusive of
principal and interest) as reported on a Current Report on Form 8-K filed with
the SEC on September 24, 2008.  The amount of the newly issued shares
was determined by dividing $270,405 by $0.95 which price is equal to the price
per share Viking paid for certain shares of Synthenol common stock pursuant to a
stock purchase agreement dated as of August 15, 2008 described under Note
1.
 
 Note
      4
                  Related Party
      Transactions
  (1)
                  On
      September 22, 2008, the Company entered into an agreement with Viking, its
      majority stockholder, relating to the issuance of 284,637 new shares of
      the Company’s common stock to Viking in exchange for the release of
      Synthenol by Viking from an obligation to repay certain outstanding
      promissory notes and debt of Synthenol owing to Viking in the aggregate
      amount of $270,405 (inclusive of principal and interest) as reported on a
      Current Report on Form 8-K filed with the SEC on September 24,
      2008.  The amount of the newly issued shares was determined by
      dividing $270,405 by $0.95 which price is equal to the price per share
      Viking paid for certain shares of Synthenol common stock pursuant to a
      stock purchase agreement dated as of August 15, 2008 described under Note
      1. The transaction was recorded at exchange
  values.
 
 (2)
                  On
      July 11, 2008, the Company assigned a 6% carried interest it held in
      Thermal Ablations Technology Canada to Hokley Limited, a related party
      under common control of former management, in exchange for the cancelation
      of a promissory note held by Hokley in the principal amount of $30,000
      plus interest, which was due and payable on May 15, 2008. The transaction
      was recoreded at exchange values.
 
 (3)
                  Viking,
      the majority shareholder of the Company, fully sponsored the audit fee of
      $25,000 for the audit of the financial statements for the year ended
      December 31, 2008 and the legal fee of $7,000 for the filing of
      10K.
 
 (4)
                  On
      April 3, 2009, the Company entered into an agreement with Viking effective
      August 15, 2008, pursuant to which Viking agreed to pay for any services
      performed on behalf of the Company by third parties until such time that
      Viking is no longer the majority shareholder of the
    Company.
  
 Note
      5
                  Discontinued
      Operations
 
 On April
1, 2008, the Company entered into an agreement with an unrelated third party,
Ryerson Corporation A.V.V. or Ryerson, to sell all the issued and outstanding
shares of its wholly-owned subsidiaries, 564448 BC Ltd. or 564448 and Casino
Marketing S.A. or CMSA for consideration of $1. All inter-company debts between
CMSA, 564448 and the Company were cancelled. As part of the agreement, Ryerson
also assumed all of the liabilities of CMSA and 564448. As such, the Company
recognized a gain on the disposition of the subsidiaries.
  F-13
  SINOCUBATE INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 December
31, 2008
  Proceeds
                  
                  $
                  1Liabilities
      assumed by purchaser of Casino Marketing S.A. as of April 1,
      2008
                  
                  
                  8,169Liabilities
      assumed by purchaser of 564448 BC Ltd. as of April 1, 2008
                  
                  
                  70,267Gain
      on sales of discontinued operations
                  
                  
                  78,437
   Note
      6
                    Supplemental
      Cash Flow
Information
 January
      1, 2004 (Dateof Inception of theDevelopmentStage)
      to
                    December
      31,2008
                  
                  
                  2007
                  
                  
                  2008Cash
      paid for:Interest
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Income
      taxes (recovery)
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  (3,934
                  )Common
      shares issued to settle notes payable
                  
                  $
                  270,405
                  
                  
                  $
                  -
                  
                  
                  $
                  295,405Expenses assumed
      by principal stckholders
                  
                  $
                  32,000
                  
                  
                  $
                  -
                  
                  
                  $
                  32,000
  Note
      7
                    Income
      Taxes
 The
Company’s deferred tax assets are as follows:
  2008
                  
                  
                  2007Net
      operating loss carryforwards
                  
                  $
                  -
                  
                  
                  $
                  2,351,000Statutory
      tax rate
                  
                  
                  34
                  %
                  
                  
                  34
                  %Deferred
      tax asset
                  
                  
                  -
                  
                  
                  
                  799,340Valuation
      allowance
                  
                  
                  -
                  
                  
                  
                  (799,340
                  )$
                  –
                  
                  
                  $
                  –
 
 No
provision for income taxes has been provided in these financial statements due
to the net loss for the years ended December 31, 2008 and 2007.  At
December 31, 2008, the Company has no net operating loss
carryforwards.
 
 Note
      8.
                  Reclassifications
 
 Certain
items in fiscal 2007 were reclassified due to the sales of discontinued
operations.  Please refer to Note 5.
 
 F-14




Item
      9.
            Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. Management must evaluate its
internal controls over financial reporting, as required by Sarbanes-Oxley Act
Section 404 (a). The Company’s internal control over financial reporting is a
process designed under the supervision of the Company’s Chief Executive Officer
and Chief Financial Officer to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of the Company’s
financial statements for external purposes in accordance with U.S. generally
accepted accounting principles.





As of
December 31, 2008, management assessed the effectiveness of the Company’s
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission and SEC guidance on conducting such
assessments.  Based on that evaluation, they concluded that, during
the period covered by this report, such internal controls and procedures were
not effective to detect the inappropriate application of US GAAP rules as more
fully described below. This was due to deficiencies that existed in the design
or operation of our internal controls over financial reporting that adversely
affected our internal controls and that may be considered to be material
weaknesses.





The
matters involving internal controls and procedures that the Company’s management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee and
lack of a majority of outside directors on the Company's board of directors,
resulting in ineffective oversight in the establishment and monitoring of
required internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; (3) insufficient written policies and
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements; and (4)
ineffective controls over period end financial disclosure and reporting
processes. The aforementioned material weaknesses were identified by the
Company's chief financial officer in connection with the audit of our financial
statements as of December 31, 2008 and communicated the matters to our
management.


13





Management
believes that the material weaknesses set forth in items (2), (3) and (4) above
did not have an affect on the Company's financial results. However, management
believes that the lack of outside directors on the Company's board of directors
can resulting in oversight in the establishing and monitoring of required
internal controls and procedures which can affect the process of preparing
Company's financial statements.





Management
believes that the appointment of one or more outside directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on the
Company's Board. In addition, management believes that preparing and
implementing sufficient written policies and checklists will remedy the
following material weaknesses (i) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and (ii) ineffective
controls over period end financial close and reporting processes. Further,
management believes that the hiring of additional personnel who have the
technical expertise and knowledge will result in proper segregation of duties
and provide more checks and balances within the financial reporting department.
Additional personnel will also provide the cross training needed to support the
Company if personnel turn over issues within the financial reporting department
occur. This coupled with the appointment of additional outside directors will
greatly decrease any control and procedure issues the Company may encounter in
the future.





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





Item
      9A.
            Controls
      and Procedures.





There
have been no changes in our internal control over financial reporting identified
in connection with the evaluation required by paragraph (d) of Rules 13a-15 or
15d-15 under the Exchange Act that occurred during the small business issuer's
last fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.





PART
III





Item
      10.
            Directors,
      Executive Officers and Corporate
Governance.





Identification
of Directors and Executive Officers





The name
of the current officers and directors of the Company as well as certain
information about them are set forth below:




Name
                          
                          Age
                          
                          PositionTom
      Simeo
                          
                          57
                          
                          Director/Chief
      Executive
Officer





Background
of Officers and Directors





Tom
Simeo.  Mr. Simeo, has been the Company’s Chief Executive
Officer since August 15, 2008, when Viking Investments Group LLC acquired
control of the Company.  Mr. Simeo has been the chairman of the board
of directors of the Company since August 2008.  Mr. Simeo, a corporate
lawyer and investment banker, is the founder and managing partner of Viking
Investments Group LLC. a Delaware limited liability company established in
1993.  Between 1990 and 1993, Mr. Simeo advised on the financing and
private acquisition of state owned companies in former Soviet Bloc
countries.  During the years of 1993 through 2004, Mr. Simeo
initiated, advised and helped structure investments in United States to foreign
private and publicly listed companies.  From early 1980's through
1990, Mr. Simeo was a practicing lawyer in Sweden.  Mr. Simeo is a
graduate Jur. kand. (Am. LL.M equivalent) from the University of Lund,
Sweden.  Mr. Simeo also studied law at Stockholm University and
International Economy at Uppsala University in Sweden.  Mr. Simeo is
not a director of any other public company and he devotes only a limited amount
of time to the affairs of the Company.


14





Family
Relationships





There are
no family relationships among our directors or executive officers.





Audit
Committee and Audit Committee Financial Expert




We do not
currently have an audit committee financial expert, nor do we have an audit
committee. Our entire board of directors handles the functions that would
otherwise be handled by an audit committee. We do not currently have the capital
resources to pay director fees to a qualified independent expert who would be
willing to serve on our board and who would be willing to act as an audit
committee financial expert. As our business expands and as we appoint others to
our board of directors we expect that we will seek a qualified independent
expert to become a member of our board of directors. Before retaining any such
expert our board would make a determination as to whether such person is
independent.




Code
of Ethics




The
Company has not yet formally adopted a written code of ethics to be applied to
the Company’s principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions.  Based on its small size, limited financial and human
resources, the Company has not adopted written code of
ethics.  However, the Company expects to adopt a code of ethics as
soon as practicable in fiscal 2009.




Involvement
in Certain Legal Proceedings





To the
best of the registrant's knowledge, during the past five years, no director,
executive officer, promoter or control person of the Company:





(1)
            has
      filed a petition under the federal bankruptcy laws or any state insolvency
      law, nor had a receiver, fiscal agent or similar officer appointed by a
      court for the business or present of such a person, or any partnership in
      which he was a general partner at or within two years before the time of
      such filing, or any corporation or business association of which he was an
      executive officer within two years before the time of such
      filing;





(2)
            were
      convicted in a criminal proceeding or named subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);





(3)
            were
      the 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 the following
  activities:





(i)
            acting
      as a futures commission merchant, introducing broker, commodity trading
      advisor, commodity pool operator, floor broker, leverage transaction
      merchant, associated person of any of the foregoing, or as an investment
      advisor, underwriter, broker or dealer in securities, or as an affiliated
      person, director of any investment company, or engaging in or continuing
      any conduct or practice in connection with such
  activity;





(ii)
            engaging
      in any type of business practice;





(iii)
            engaging
      in any activity in connection with the purchase or sale of any security or
      commodity or in connection with any violation of federal or state
      securities laws or federal commodity
laws.


15





(4)
            were
      the subject of any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any federal or state authority barring,
      suspending or otherwise limiting for more than 60 days the right of such
      person to engage in any activity described above under this Item, or to be
      associated with persons engaged in any such
  activity;





(5)
            were
      found by a court of competent jurisdiction in a civil action or by the
      Securities and Exchange Commission to have violated any federal or state
      securities law and the judgment in such civil finding or find by the
      Securities and Exchange Commission has not been subsequently reversed,
      suspended or vacated;





(6)
            were
      found by a court of competent jurisdiction in a civil action or by the
      Commodity Futures Trading Commission to have violated any federal
      commodities law, and the judgment in such civil action or finding by the
      Commodity Futures Trading Commission has not been subsequently reversed,
      suspended or vacated.





Compliance
with Section 16(A) of the Exchange Act





To the
best of our knowledge all directors, officers and persons who beneficially owned
more than ten percent of our common stock filed timely reports in compliance
with Section 16(a).  A 10% percent owner, Viking Investments Group
filed an amended Form 13/A on March 9, 2009, to account for additional shares of
common stock it received in connection with the exchange of certain promissory
notes for common stock as reported on a Current Report on Form 8-K filed with
the Commission onSeptember 24,
2008.





Item
      11.
            Executive
      Compensation





Summary
Compensation Table— Fiscal Years Ended December 31, 2008 and 2007




The
following table sets forth information concerning all cash and non-cash
compensation awarded to, earned by or paid to the named persons for services
rendered in all capacities during the noted periods.  No other
executive officers received total annual salary and bonus compensation in excess
of $100,000.




Name and
                                          PrincipalPosition
                                        
                                        Year
                                        
                                        Salary
                                          ($)
                                        
                                        
                                        Bonus
                                          ($)
                                        
                                        
                                        StockAwards
                                          ($)
                                        
                                        
                                        OptionAwards
                                          ($)
                                        
                                        
                                        Non-Equity
                                          Incentive Plan
                                          Compensation
                                          Earnings
                                          ($)
                                        
                                        
                                        Non-Qualified
                                          DeferredCompensation
                                          Earnings
                                          ($)
                                        
                                        
                                        All Other
                                          Compensation
                                          ($)
                                        
                                        
                                        Total
                                          ($)Tom
      Simeo
                                        
                                        2008
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0(1)
                                        
                                        2007
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0Richard
      Xu
                                        
                                        2008
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0(2)
                                        
                                        2007
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0Cecil
                                        
                                        2008
                                        
                                        
                                        3,750
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        3,750Morris
      (3)
                                        
                                        2007
                                        
                                        
                                        6,000
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        6,000John
      Page
                                        
                                        2008
                                        
                                        
                                        3,750
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        3,750(4)
                                        
                                        2007
                                        
                                        
                                        6,000
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        6,000




Narrative to Summary
Compensation Table





(1)
            In
      connection with the consummation of a stock purchase transaction and a
      change of control of the Company on August 15, 2008, Mr. Simeo became the
      Company's Chief Executive Officer effective on that date and elected as a
      director of the Company effective on August 25,
  2008.




16





(2)
            In
      connection with the consummation of a stock purchase transaction and a
      change of control of the Company on August 15, 2008, Mr. Xu became the
      Company's President, Treasurer, and Secretary became effective on that
      date and elected as a director of the Company effective August 25, 2008
      and he resigned effective March 23, 2009 as a director and from all
      the offices he held.





(3)
            Cecil
      Morris tendered his resignation to the Company upon the closing of a stock
      purchase transaction and change of control of the Company on August 15,
      2008.  Mr. Morris’ resignation from all offices he held with the
      Company became effective immediately upon the closing of the transaction
      and his resignation from his position as a director was effective on
      August 25, 2008.





(4)
            John
      Page tendered his resignation to the Company upon the closing of a
      stock purchase transaction and change in control of the Company on August
      15, 2008.  Mr. Page’s resignation from all offices he held
      with the Company became effective immediately upon the closing of the
      transaction and his resignation from his position as a director was
      effective on August 25, 2008.





Compensation
of Directors




Directors
of the Company may be reimbursed for any out-of-pocket expenses incurred by them
for each regular or special meeting attendance.  The Company presently
has no pension, health, annuity, insurance or profit sharing plans.




Outstanding
Equity Awards at Fiscal Year End




As of
December 31, 2008, the Company did not maintain an equity incentive plan or
other plan, including but not limited to bonus, deferred compensation or
retirement plan under which the Company’s securities may be issued to its named
executive officers as compensation.




Employment
Agreements




No person
has entered into any employment or similar agreement with the
Company.  It is not anticipated that the Company will enter into any
employment or similar agreement unless in conjunction with or following
completion of a business combination.




Compensation
of Directors




No
current director of the Company was compensated as such during the fiscal year
ended December 31, 2008.





Item 12.
            Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder Matters





The
following table sets forth information regarding beneficial ownership of our
common stock as of January 31, 2009 (i) by each person who is known by us to
beneficially own more than 5% of our common stock; (ii) by each of our officers
and directors; and (iii) by all of our officers and directors as a
group.




Unless
otherwise specified, the address of each of the persons set forth below is in
care of SinoCubate, Inc., 65 Broadway, New York, New York 10006.




17




Name & Address of
                                                                                Beneficial Owner
                                                                              
                                                                              Office, if Any
                                                                              
                                                                              Title of Class
                                                                              
                                                                              Amount &Nature ofBeneficialOwnership(1)
                                                                              
                                                                              
                                                                              Percent ofClass(2)Officers
      and DirectorsTom
      Simeo
                                                                              
                                                                              CEO,
      Director,Treasurer andSecretary
                                                                              
                                                                              Common
      Stock $0.001
                                                                                par
      value
                                                                              
                                                                              
                                                                              0
                                                                              (3)
                                                                              
                                                                              
                                                                              *
                                                                              %All
      officers and directors as a group (1 person named above)
                                                                              
                                                                              
                                                                              
                                                                              Common
      Stock $0.001
                                                                                par
      value
                                                                              
                                                                              
                                                                              0
                                                                              
                                                                              
                                                                              
                                                                              *
                                                                              %5%
      Securities HolderViking
      Investments Group LLC
                                                                              
                                                                              
                                                                              
                                                                              Common
      Stock $0.001
                                                                                par
      value
                                                                              
                                                                              
                                                                              632,157
                                                                              (4)
                                                                              
                                                                              
                                                                              63.5
                                                                              %Cede
      & Co.
                                                                                P.
      O. Box 222
                                                                                Bowling
      Green Station
                                                                                New
      York, New York 10006
                                                                              
                                                                              
                                                                              
                                                                              Common
      Stock $0.001
                                                                                par
      value
                                                                              
                                                                              
                                                                              342,230
                                                                              (5)
                                                                              
                                                                              
                                                                              34.37
                                                                              %




* Less
than 1%.





(1)
            Beneficial
      Ownership is determined in accordance with the rules of the Securities and
      Exchange Commission and generally includes voting or investment power with
      respect to securities.  Each of the beneficial owners listed above
      has direct ownership of and sole voting power and investment power with
      respect to the shares of our common stock.




(2)
            A
      total of 995,655 shares of the Company’s Common Stock are considered to be
      outstanding pursuant to SEC Rule 13d-3(d)(1).  For each
      Beneficial Owner above, any options exercisable within 60 days have been
      included in the denominator.




(3)
            On
      August 21, 2008, Tom Simeo filed a Form 3 with the SEC stating that he has
      no beneficial ownership in any shares of the
  Company.





(4)
            On
      March 9, 2009, Viking Investments Group LLC, a Delaware limited liability
      company or Viking filed a Schedule 13D/A with the SEC stating that Viking
      is the beneficial owner of 632,157 shares of Common
  Stock.




(5)
            Confirmed
      by the Company’s transfer agent as of February 5,
  2009.




Changes
in Control





To the
knowledge of management, there are no present arrangements or pledges of the
Company securities, which may result in a change of control of the
Company.





Item
      13.
            Certain
      Relationships and Related
Transactions





Related
Transaction




On
September 22, 2008, the Company entered into an agreement with Viking, its
majority shareholder, relating to the issuance of 284,637 new shares of the
Company’s common stock to Viking in exchange for the release of the Company by
Viking from an obligation to repay certain outstanding promissory notes and debt
of the Company owing to Viking in the aggregate amount of $270,405 (inclusive of
principal and interest) as reported on a Current Report on Form 8-K filed with
the SEC on September 24, 2008.  As further detailed in the Current
Report filed on September 24, 2008, Viking obtained the promissory notes from
certain third parties as part of its acquisition of a majority interest in the
Company.  The Company’s Board of Directors approved the
transaction.  The Company’s chief executive officer and sole director,
Mr. Simeo is also an officer of Viking.


18




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




On July
11, 2008, the Company assigned a 6% carried interest it held in Thermal
Ablations Technology Canada to Hokley Limited, a related party, in exchange for
the cancelation of a promissory note held by Hokley in the principal amount of
$30,000 plus interest, which was due and payable on May 15, 2008.
 
 Viking,
the majority shareholder of the Company, fully sponsored the audit fee of
$25,000 for the audit of the financial statements for the year ended December
31, 2008 and the legal fee of $7,000 for the filing of 10K.




Indebtedness
of Management





Other
than as disclosed, there were no material transactions, series of similar
transaction, currently   transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be a
party, in which the amount involved exceeded $120,000 or 1% of the Company’s
total assets as of December 31, 2008 and in which any director or executive
officer, or any security holder who is known to the Company to own of record or
beneficially more than five percent of the Company's common stock, or any member
of the immediate family of any of the foregoing persons, had a material
interest.




Item
      14.
            Principal
      Accounting Fees and Services





1.      Audit
Fees





In
2008, we have paid fees in respect to Schwartz Levitsky Feldman LLPand Dale Matheson
Carr-Hilton LaBonte LLP, Chartered Accountants, auditing and review fees of
$4,000(2007: $22,972)related to our
annual financial statements included in our Form 10-K for services that are
normally provided by the accountants in connection with statutory and regulatory
filings or engagements for those fiscal years.





2008
                      
                      2007Schwartz
      Levitsky Feldman LLP
                      $
                      0
                      
                      $
                      0Dale
      Matheson Carr-Hilton LaBonte LLP
                      $
                      4,000
                      
                      $
                      21,200Amisano
      Hanson
                      $
                      0
                      
                      $
                      1,972





2.      Audit-Related
Fees





There
were no additional fees billed in each of the last two fiscal years for
assurance and related services by the principal accountant, Schwartz Levitsky
Feldman LLPor by
the former principal accountantsAmisano Hanson or Dale
Matheson Carr-Hilton LaBonte LLP, Chartered Accountants, that are reasonably
related to the performance of the audit or review of our financial statements
and are not reported under Item 9 (e)(1) of Schedule 14A.





3.      Tax
Fees





There
were no additional aggregate fees billed in 2008 (2007 - $0) for professional
services rendered by the principal accountant, Schwartz Levitsky Feldman
LLPor by the
former principal accountants Amisano Hanson or Dale Matheson Carr-Hilton LaBonte
LLP, Chartered Accountants, for tax compliance, tax advice and tax
planning.




4.      All
Other Fees





There
were no additional aggregate fees billed in each of the last two fiscal years
for products and services provided by any of Schwartz Levitsky Feldman LLP,Amisano Hanson or Dale
Matheson Carr-Hilton LaBonte LLP, Chartered Accountants, other than the services
reported in Item 9(e)(1) through 9(e)(3) of Schedule 14A.


19





PART
IV





Item
15.  Exhibits, Financial Statement Schedules.





(a)           Exhibits





ExhibitNumber
                
                Description2.1*
                
                Agreement
      and Plan of Merger dated September 29, 2008, between Synthenol Inc. and
      SinoCubate, Inc. [Filed as Appendix A to an Information Statement of
      Schedule 14C filed with the SEC on September 30, 2008].3.1*
                
                Amended
      Articles of Incorporation of SinoCubate [Filed as Appendix B to an
      Information Statement of Schedule 14C filed with the SEC on September 30,
      2008].3.2*
                
                Bylaws
      of SinoCubate [Filed as Appendix C to an Information Statement of Schedule
      14C filed with the SEC on September 30, 2008].10.1*
                
                Assignment
      Agreement dated July 11, 2008, between Synthenol Inc. and Hokley Ltd.
      [Filed as Exhibit 2.1 to a Current Report on Form 8-K filed with the SEC
      on July 11, 2008].10.2*
                
                Stock
      Purchase Agreement dated August 15, 2008, by and between Synthenol Inc.,
      Michael Jackson (as sellers’ representative) and Viking Investments Group
      LLC. [Filed as Exhibit 10.1 to a Current Report on Form 8-K filed with the
      SEC on August 21, 2008].10.3*
                
                Letter
      Agreement dated September 22, 2008, between Synthenol Inc. and Viking
      Investments Group LLC [Filed as Exhibit 99.1 to a Current Report on Form
      8-K filed with the SEC on September 24, 2008].10.4
                
                Obligation
      Agreement dated April 3, 2009, but effective August 15, 2008, by and
      between SinoCubate, Inc. and Viking Investments Group
  LLC.16.1*
                
                Letter
      of Dismissal of Dale Matheson Carr-Hilton Labonte LLP as the Company’s
      Principal Accountant [Reported on Current Report on Form 8-K file with the
      SEC on October 15, 2008].16.2*
                
                Appointment
      of Schwartz Levitsky Feldman LLP [Reported on Current Report on Form 8-K
      file with the SEC on October 15, 2008].17.1*
                
                Letter
      of Resignation of Richard Xu as President, Treasurer, Secretary and
      Director of the Company [Reported on Current Report filed with the SEC on
      March 25, 2009].20.1*
                
                Information
      Statement on Form 14f-1 [Filed with the SEC on August 21,
      2008].23.1*
                
                Consent
      of Dale Matheson Carr-Hilton Labonte LLP31.1
                
                Section
      302 Certification – Tom Simeo, Chief Executive Officer, Treasurer and
      Secretary32.1
                
                Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 for Tom Simeo, Chief Executive Officer,
      Treasurer and
Secretary.





*
Previously filed.




20




SIGNATURES





In
accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





SINOCUBATE,
INC.





(Registrant)





/s/Tom
      Simeo
              
              Date:
      April 15,
      2009Tom
      Simeo
                Chief
      Executive Officer, Director andTreasurer





In
accordance with the Securities Exchange Act this report has been signed below by
the following person(s) on behalf of the registrant and in the capacities and on
the dates indicated.





/s/Tom
      Simeo
              
              Date:
      April 15,
      2009Tom
      Simeo
                Chief
      Executive Officer, Director andTreasurer




21