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, 2009





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 oNo 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 oNo 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, 2009, the aggregate market value of the shares of the Registrant’s
common stock held by non-affiliates was approximately $109,049. 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
February 26, 2010 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 the Company’s intent, belief or current expectations and those of its
directors or officers with respect to, among other things:(i) trends affecting
its financial condition or results of operations, (ii) its business and growth
strategies, and (iii) its 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, the Company’s need for additional capital,
its history of losses, the intense competition the Company faces in its
business, the fact that its 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
            
            
            3Item
      1A.
            Risk
      Factors
            
            
            7Item
      1B.
            Unresolved
      Staff Comments
            
            
            7Item
      2.
            Properties
            
            
            7Item
      3.
            Legal
      Proceedings
            
            
            7Item
      4.
            (Removed
      and Reserved)
            
            
            7PART
      II
            
            
            8Item
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            
            
            8Item
      6.
            Selected
      Financial Data
            
            
            8Item
      7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            
            
            8Item
      7A.
            Quantitative
      and Qualitative Disclosures About Market Risk
            
            
            11Item
      8.
            Financial
      Statements and Supplementary Data
            
            
            F-1Item
      9.
            Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
            
            
            12Item
      9A.
            Controls
      and Procedures
            
            
            12PART
      III
            
            
            12Item
      10.
            Directors,
      Executive Officers and Corporate Governance
            
            
            12Item
      11.
            Executive
      Compensation
            
            
            15Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            
            
            16Item
      13.
            Certain
      Relationships and Related Transactions
            
            
            17Item
      14.
            Principal
      Accounting Fees and Services
            
            
            18PART
      IV
            
            
            19Item
      15.
            Exhibits,
      Financial Statement Schedules
            
            
            19SIGNATURES
            
            
            20










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., which remained the surviving entity of the
merger.  SinoCubate was formed in the State of Nevada on September 11,
2008.  The merger resulted in a change of name of the Company from
Synthenol, Inc. to SinoCubate, Inc. and a change in the state of incorporation
of the Company from Florida to Nevada.








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 a contractual arrangement 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 in order to manage and operate
such entity.





On
December 19, 2009, Viking Investments, LLC, an entity controlled and managed by
Tom Simeo, the Company’s chairman, chief executive officer and president,
announced a strategic partnership with Viking, whereby Viking, in exchange for a
fee, and SinoCubate will work together and assist various businessentities in the
Peoples Republic of China  or the PRC in their endeavors to become
publicly listed companies in the United States.  In connection with
the strategic agreement, the Company was to newly issue 4,750,000 shares of the
Company’s common stock to Viking in exchange for One Hundred Thousand
(100,000) shares of common stock
of Renhuang
Pharmaceuticals, Inc. or Renhuang owned by Viking, and newly issue
15,000,000 shares of the Company’s common stock to Viking in
exchange for entry into the strategic partnership agreement.  In
connection with the foregoing transactions, Philip Wan and Yung Kong Chin were
appointed directors and officers of the Company and were each granted warrants
to purchase 50,000 shares of common stock of the Company at an exercise price of
$0.26 per share exercisable in whole or in part at any time during the 3 years
after issuance.  Effective, March 26, 2010, the parties elected to
terminate the strategic partnership agreement and the directors and officers
appointed thereby, Messrs. Wan and Chin, resigned as directors and officers of
the Company and agreed not to exercise their warrants to purchase the Company’s
shares.  The Company has subsequently cancelled the
warrants.  No shares were issued to Viking and neither the Company nor
Viking has monetary or other demand on the other related to the
cancellation.





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.




2





Item
1A.  Risk Factors





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





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 is also the principal of Viking and 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, an entity,
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 may investigate the availability, source, or terms that might govern
the acquisition of additional capital but 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 or the Exchange Act.
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 a target company’s 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 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
an 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, Mr. 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.







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, as amended 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.




5





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 2009.  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 Exchange Act.
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 the Company files 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.





Item
      2.
            Properties





The
principal executive office of the Company is located at 65 Broadway, 7th floor,
New York, New York 10006where it shares an
office space provided by its sole officer, Tom Simeo.  The Company does not
pay rent for the use of the offices.








Item
      3.
            Legal
      Proceedings





As of
December 31, 2009, the Company was not a party to any pending or threatened
legal proceedings.








Item
      4.
            (Removed
      and Reserved)





7





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, 2009, 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 2009 and 2008, 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, 2008
            
            
            0.18
            
            
            
            0.18June
      30, 2008
            
            
            0.21
            
            
            
            0.21September
      30, 2008
            
            
            0.25
            
            
            
            0.25December
      31, 2008
            
            
            0.65
            
            
            
            0.65March
      31, 2009
            
            
            0.20
            
            
            
            0.20June
      30, 2009
            
            
            0.20
            
            
            
            0.20September
      30, 2009
            
            
            0.21
            
            
            
            0.21December
      31, 2009
            
            
            0.30
            
            
            
            0.30





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.





Holders





As of
December 31, 2009, the Company had 34 shareholders of record of common stock,
including shares held by brokerage clearing houses, depositories or otherwise in
unregistered form.  The Company does 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 preceding
fiscal year.




8





SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS





This
document includes “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, as amended 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: the Company’s ability to raise capital and the terms thereof; 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 business plan is to seek, investigate, and, if warranted, enter into
contractual arrangements with entities that enables the Company to either
purchase outright the assets and and/or business operations of such entities or
to enter into business arrangements, such as joint ventures or similar
combinations with such entities to manage and operate such entities as
affiliated entities of the Company.





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





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





Investigation
and Selection of Business Opportunities





To a
large extent, a decision to participate in a specific contractual arrangement
may be made upon the 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.




9





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 currently available.








Going Concern
Qualification





The
Company’s ability to continue as a going concern is dependent upon its ability
to generate future profitable operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due.  Management has no formal plan
in place to address this concern but considers that the Company will be able to
obtain additional funds by equity financing and/or related party advances;
however there is no assurance of additional funding being
available.





Results
of Operations





Year
ended December 31, 2009 Compared to Year ended December 31, 2008





General
Description





The
Company’s business strategy 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 $52,024in fiscal 2009, compared
to $147,325 in fiscal 2008. The decrease was primarily due to no management and
consultant fees in relation to the Company’s operations and no interest on notes
payment in fiscal 2009 compared to fiscal 2008.




10





Net
Income





The
Company incurred a net loss of $52,024 for the fiscal year ended December 31,
2009 as compared with net income of $79,122 for the fiscal year ended
December 31, 2008. This decrease of $ 131,146was mainly due to the
realization of gains on debt forgiveness in 2008.





Liquidity
and Capital Resources





At
December 31, 2009 and December 31, 2008, the Company had no working capital. At
December 31, 2009 and December 31, 2008, the Company had no cash
holding.  The Company is in immediate need of further working capital
and it may consider options with respect to financing in the form of debt,
equity or a combination thereof.





Off
Balance Sheet Arrangements




The
Company does not have any off balance sheet arrangements that have or are
reasonably likely to have a current or future effect on its 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 the Company’s 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.




11





Item
      8.
              Financial
      Statements and Supplementary Data


Report
      of Independent Registered Public Accountants Firm
              
              F-2Balance
    Sheet
              
              F-3Statement of
      Operations and Comprehensive Loss
              
              F-4Statement of Cash
      Flows (audited)
              
              F-5Statement of
      Stockholders' Deficiency (audited)
              
              F-6 -
  F-8Notes to Financial
      Statements
              
              F-9


F-1




SINOCUBATE,
INC.


(A
Development Stage Company)


AUDITED
FINANCIAL STATEMENTS




December
31, 2009




REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders of


SinoCubate,
Inc.







We have
audited the accompanying balance sheets of SinoCubate, Inc. (the “Company”) as
at December 31, 2009 and 2008 and the related statements of operations,
comprehensive loss, cash flows and changes in stockholders’ deficiency for the
years 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 audits.  We did not
audit the financial statements of the Company from the date of inception to
December 31, 2007, which statements reflect cumulative total assets of $66,273
and cumulative expenses of $1,057,305 for the period from inception to December
31, 2007.  Those statements were audited by another auditor 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
auditor.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  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 audits provide a reasonable basis
for our opinion.





In our
opinion, based on our audits and the report of the other auditor, these
financial statements referred to above present fairly, in all material respects,
the financial position of the Company as of December 31, 2009 and 2008 and the
results of its operations and its cash flows for the years ended 
December 31, 2009 and 2008 and for the period from inception of the development
stage on January 1, 2004 to December 31, 2009 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 audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the company’s
internal 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 these
uncertainties.




“SCHWARTZ
      LEVITSKY FELDMAN LLP”Toronto,
      Ontario, Canada
            Chartered
      AccountantsMarch
      31, 2010
            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


(audited)






December
      31,2009
                        
                        
                        2008ASSETSCurrentCash
                        
                        $
                        —
                        
                        
                        $
                        —LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCurrentAccounts
      payable and accrued liabilities
                        
                        $
                        —
                        
                        
                        $
                        —Notes
      payableCapital
      stockPreferred
      stock, $0.01 par value, 5,000,000 shares authorized, no shares issued or
      outstanding as of December 31, 2009Common
      stock, $0.01 par value, 100,000,000 shares authorized 995,655 shares
      issued and outstanding as of December 31, 2009
                        
                        
                        996
                        
                        
                        
                        996Additional
      paid-in capital
                        
                        
                        2,334,665
                        
                        
                        
                        2,282,641Deficit
                        
                        
                        (1,305,454
                        )
                        
                        
                        (1,305,454)Deficit
      accumulated during the development stage
                        
                        
                        (1,030,207
                        )
                        
                        
                        (978,183)$
                        —
                        
                        
                        $
                        —




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
      the Development Stage) toDecember
      31,
            
            
            December
      31,2009
            
            
            2008
            
            
            2009General
      and administrative expensesAmortization
            
            $
            —
            
            
            $
            —
            
            
            $
            27,077Bad
      debt
            
            
            —
            
            
            
            —
            
            
            
            525Corporate
      promotion
            
            
            —
            
            
            
            —
            
            
            
            13,920Finance
      charges
            
            
            
            
            
            
            16,112
            
            
            
            27,397Insurance
            
            
            
            
            
            
            —
            
            
            
            15,901Interest
      on notes payable
            
            
            
            
            
            
            11,220
            
            
            
            34,648Management
      and consultant fees
            
            $
            24,020
            
            
            
            65,755
            
            
            
            314,374Office
      supplies and services
            
            
            4,504
            
            
            
            3,428
            
            
            
            47,744Professional
      fees
            
            
            23,500
            
            
            
            50,810
            
            
            
            309,517Rent
            
            
            
            
            
            
            
            
            
            
            16,311Wages
            
            
            
            
            
            
            
            
            
            
            84,258Loss
      before other items
            
            
            (52,024
            )
            
            
            (147,325
            )
            
            
            (891,672
            )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
            
            
            (52,024
            )
            
            
            686
            
            
            
            (725,402
            )Operating
      loss from discontinued operations
            
            
            
            
            
            
            
            
            
            
            (388,905
            )Gain
      on sales of discontinued operations (Note 5)
            
            
            
            
            
            
            78,436
            
            
            
            108,120Net
      income (loss)
            
            $
            (52,024
            )
            
            $
            79,122
            
            
            $
            (1,030,207
            )Basic
      and diluted income (loss) perCommon
      share – continuing operations
            
            
            (0.05
            )
            
            
            —–
      discontinued operations
            
            
            —
            
            
            
            0.10–
      total
            
            
            (0.05
            )
            
            
            0.10Weighted
      average number of common share outstanding – basic and
      diluted
            
            
            995,655
            
            
            
            783,703Comprehensive
      income (loss)Net
      income (loss)
            
            $
            (52,024
            )
            
            $
            79,122
            
            
            $
            (1,030,207
            )Foreign
      currency translation adjustment
            
            
            
            
            
            
            (5,213
            )
            
            
            —Total
      comprehensive income (loss)
            
            $
            (52,024
            )
            
            $
            73,909
            
            
            $
            (1,030,207
            )




SEE
ACCOMPANYING NOTES




F-4




SINOCUBATE INC.


(A
Development Stage Company)


STATEMENT
OF CASH FLOWS


(audited)







Twelve
      months ended
                
                
                January 1, 2004 (Date of
      Inception of the
      Development Stage) toDecember
      31,
                
                
                December
      31,2009
                
                
                2008
                
                
                2009Cash
      flows from operating activitiesNet
      income (loss)
                
                $
                (52,024)
                
                
                $
                79,122
                
                
                $
                (1,030,207
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Finance
      charges
                
                
                
                
                
                
                16,102
                
                
                
                27,387Accrued
      interest on notes payable
                
                
                
                
                
                
                7,986
                
                
                
                31,414Amortization
                
                
                
                
                
                
                —
                
                
                
                27,077Accrued
      expenses and service costs assumed by majority shareholder
                
                
                28,004
                
                
                
                49,306
                
                
                
                77,310Foreign
      exchange effect on notes payable
                
                
                
                
                
                
                (2,798)
                
                
                
                5,303Issuance
      of common stock for services
                
                
                
                
                
                
                
                
                
                
                1,000Stock-based
      compensation
                
                
                24,020
                
                
                
                
                
                
                
                28,480Loss
      on disposition of equipment
                
                
                
                
                
                
                
                
                
                
                225,184Write-down
      of intangible assets
                
                
                
                
                
                
                
                
                
                
                360,001Write-off
      of payables
                
                
                
                
                
                
                (73,607)
                
                
                
                (73,607
                )Write-off
      of notes payable
                
                
                
                
                
                
                
                
                
                
                (18,729
                )Gain
      on settlement of lawsuit
                
                
                
                
                
                
                
                
                
                
                (44,445
                )Gain
      on sale of 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
                
                
                
                143,521Cash
      used in continuing operations
                
                
                
                
                
                
                (66,716)
                
                
                
                (422,836
                )Discontinued
      operations
                
                
                
                
                
                
                (362)
                
                
                
                (171,213
                )Net
      cash used in operating activities
                
                
                —
                
                
                
                (67,078)
                
                
                
                (594,049
                )Cash
      flows from investing activitiesProceeds
      from sale of subsidiary
                
                
                
                
                
                
                
                
                
                
                1Proceeds
      from assets disposition
                
                
                —
                
                
                
                —
                
                
                
                5,458Purchase
      of equipment
                
                
                
                
                
                
                
                
                
                
                (5,808
                )Net
      cash used in investing activities
                
                
                —
                
                
                
                —
                
                
                
                (349
                )Cash
      flows from financing activitiesSettlement
      of notes payable
                
                
                —
                
                
                
                —
                
                
                
                398,614Proceeds
      from issuance of common stock
                
                
                —
                
                
                
                —
                
                
                
                1,000Net
      cash provided by financing activities
                
                
                —
                
                
                
                —
                
                
                
                399,614Effect
      of exchange rate changes on cash
                
                
                —
                
                
                
                805
                
                
                
                (14,734
                )Change
      in cash
                
                
                —
                
                
                
                (66,273)
                
                
                
                (209,518
                )Cash,
      beginning of period
                
                
                —
                
                
                
                66,273
                
                
                
                209,518Cash,
      ending of period
                
                $
                —
                
                
                $
                —
                
                
                $
                —




SEE
ACCOMPANYING NOTES




F-5







SINOCUBATE
INC.


(A
Development Stage Company)


STATEMENT
OF STOCKHOLDERS’ DEFICIENCY


(audited)







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
            
            
            —
            
            
            —
            
            
            —
            
            
            
            —
            
            
            
            260,000Shares
      issued for settlement of debt
            
            
            4,500
            
            
            
            45
            
            
            —
            
            
            174,955
            
            
            —
            
            
            —
            
            
            —
            
            
            
            —
            
            
            
            175,000Subscription
      receivable
            
            
            600
            
            
            
            6
            
            
            —
            
            
            9,994
            
            
            (200
            )
            
            —
            
            
            —
            
            
            
            —
            
            
            
            9,800Subscription
      received
            
            
            30,000
            
            
            
            300
            
            
            —
            
            
            499,700
            
            
            (9,350
            )
            
            —
            
            
            —
            
            
            
            —
            
            
            
            490,650Stock
      option benefit
            
            
            —
            
            
            
            —
            
            
            —
            
            
            14,235
            
            
            —
            
            
            —
            
            
            —
            
            
            
            —
            
            
            
            14,235Balance
      at December 31, 2000
            
            
            338,722
            
            
            
            3,387
            
            
            —
            
            
            1,465,848
            
            
            450
            
            
            4,755
            
            
            (1,009,581
            )
            
            
            —
            
            
            
            464,859Net
      loss
            
            
            —
            
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            375,621
            
            
            
            —
            
            
            
            375,621Foreign
      currency translation adjustment
            
            
            —
            
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            13,629
            
            
            —
            
            
            
            —
            
            
            
            13,629Shares
      issued for cash
            
            
            300
            
            
            
            3
            
            
            —
            
            
            2,247
            
            
            —
            
            
            —
            
            
            —
            
            
            
            —
            
            
            
            2,250Subscription
      received
            
            
            —
            
            
            
            —
            
            
            —
            
            
            —
            
            
            200
            
            
            —
            
            
            —
            
            
            
            —
            
            
            
            200Stock
      option benefit
            
            
            —
            
            
            
            —
            
            
            —
            
            
            118,920
            
            
            —
            
            
            —
            
            
            —
            
            
            
            —
            
            
            
            118,920Repurchase
      of common stock for treasury
            
            
            —
            
            
            
            —
            
            
            (270
            )
            
            (6,611
            )
            
            —
            
            
            —
            
            
            —
            
            
            
            —
            
            
            
            (6,881
            )Balance
      at December 31, 2001
            
            
            339,022
            
            
            
            3,390
            
            
            (270
            )
            
            1,580,404
            
            
            650
            
            
            18,384
            
            
            (633,960
            )
            
            
            —
            
            
            
            968,598Net
      loss
            
            
            —
            
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            
            
            
            (63,864
            )
            
            
            —
            
            
            
            (63,864
            )Foreign
      currency translation adjustment
            
            
            —
            
            
            
            —
            
            
            —
            
            
            —
            
            
            
            
            
            (1,155
            )
            
            
            
            
            
            —
            
            
            
            (1,155
            )Shares
      issued for cash
            
            
            4,500
            
            
            
            45
            
            
            —
            
            
            33,705
            
            
            —
            
            
            —
            
            
            —
            
            
            
            —
            
            
            
            33,750Balance
      at December 31, 2002
            
            
            343,522
            
            
            $
            3,435
            
            $
            (270
            )
            $
            1,614,109
            
            $
            650
            
            $
            17,229
            
            $
            (697,824
            )
            
            $
            —
            
            
            $
            937,329






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
                      )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
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      —Services
      assumed by majority stockholder
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      32,000
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      32,000Change
      in par value of common share from $0.01 per share to $0.001 per
      share
                      
                      
                      
                      
                      
                      
                      (8,960
                      )
                      
                      
                      
                      
                      
                      
                      8,960Net
      income
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      79,122
                      
                      
                      
                      79,122Foreign
      currency translation adjustment
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (5,213
                      )
                      
                      
                      —
                      
                      
                      
                      
                      
                      
                      
                      (5,213
                      )Balance
      at December 31, 2008 (audited)
                      
                      
                      995,655
                      
                      
                      $
                      996
                      
                      
                      $
                      —
                      
                      
                      $
                      2,282,641
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      $
                      (1,305,454
                      )
                      
                      $
                      (978,183
                      )
                      
                      $
                      —Services
      assumed by majority stockholder
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      28,004
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      28,004Stock-based
      compensation
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      24,020
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      24,020Net
      Loss
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (52,024
                      )
                      
                      
                      (52,024
                      )Balance
      at December 31, 2009 (audited)
                      
                      
                      995,655
                      
                      
                      $
                      996
                      
                      
                      $
                      —
                      
                      
                      $
                      2,334,665
                      
                      
                      $
                      —
                      
                      
                      $
                      —
                      
                      
                      $
                      (1,305,454
                      )
                      
                      $
                      (1,030,207
                      )
                      
                      
                      —




SEE
ACCOMPANYING NOTES




F-7





SINOCUBATE
INC.


(A
Development Stage Company)


STATEMENTS
OF OPERATIONS FROM DISCONTINUED OPERATIONS


(audited)







Twelve
      months ended
            
            
            January
      1, 2004(Date of Inception of the Development Stage) toDecember
      31,
            
            
            December
      31,2009
            
            
            2008
            
            
            2009Amortization
            
            $
            —
            
            
            $
            —
            
            
            $
            57,051Management
      and consulting fees
            
            
            —
            
            
            
            —
            
            
            
            165Professional
      fees
            
            
            —
            
            
            
            —
            
            
            
            5,606Office
      supplies and services
            
            
            —
            
            
            
            —
            
            
            
            9,581Royalty,
      software and advertising
            
            
            —
            
            
            
            —
            
            
            
            69,251(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
            
            
            —
            
            
            
            —
            
            
            
            (388,905
            )Gain
      on disposition of subsidiary
            
            
            —
            
            
            
            78,436
            
            
            
            108,120Net
      income (loss)
            
            $
            —
            
            
            $
            78,436
            
            
            $
            (280,785
            )




SEE
ACCOMPANYING NOTES




F-8





SINOCUBATE
INC.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


December
31, 2009 and 2008




Note
      1
            Financial Statements and Going Concern
      Assumption




These
audited 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 audited 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, 2009, the Company has
accumulated losses of $2,335,661 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.





Note
      2
            Nature of
  business




Since
November 2008, the Company has sought to enter into contractual arrangements
with entities that allows the Company to either purchase outright the assets
and/or business operations of such entities or to enter into business
arrangements, such as joint ventures or similar combinations with such entities
to manage and operate such entities.  The Company is a development
stage company as defined by the Financial Accounting Standards Board Accounting Standards Codification, or
FASB ASC 915, “Development Stage Entities.”





The
Company was incorporated under the laws of the State of Florida on May 3, 1989
as Sparta Ventures Corp. and remained inactive until June 27,
1998.  The name of the Company was changed to Thermal Ablation
Technologies Corporation on October 8, 1998 and then to Poker.com, Inc. on
August 10, 1999.  On September 15, 2003, the Company changed its name
to LegalPlay Entertainment Inc. and on November 8, 2006, the name of the Company
was changed to Synthenol Inc.  Effective November 3, 2008, the Company
merged with and into a wholly-owned subsidiary, SinoCubate, Inc., which remained
the surviving entity of the merger.  SinoCubate was formed in the
State of Nevada on September 11, 2008.  The merger resulted in a
change of name of the Company from Synthenol Inc. to SinoCubate, Inc. and a
change in the state of incorporation of the Company from Florida to
Nevada.





On
December 19, 2009, Viking Investments, LLC, an entity controlled and managed by
Tom Simeo, the Company’s chairman, chief executive officer and president,
announced a strategic partnership with Viking, whereby Viking, in exchange for a
fee, and SinoCubate will work together and assist various businessentities in the
Peoples Republic of China  or the PRC in their endeavors to become
publicly listed companies in the United States .  In connection with
the strategic agreement, the Company was to newly issue 4,750,000 shares of the
Company’s common stock to Viking in exchange for One Hundred Thousand
(100,000) shares of common stock
of Renhuang
Pharmaceuticals, Inc. or Renhuang owned by Viking, and newly issue
15,000,000 shares of the Company’s common stock to Viking in
exchange for entry into the strategic partnership agreement.  In
connection with the foregoing transactions, Philip Wan and Yung Kong Chin were
appointed directors and officers of the Company and were each granted warrants
to purchase 50,000 shares of common stock of the Company at an exercise price of
$0.26 per share exercisable in whole or in part at any time during the 3
years after issuance.  Effective, March 26, 2010, the parties elected
to terminate the strategic partnership agreement and the directors and officers
appointed thereby, Messrs. Wan and Chin, resigned as directors and officers of
the Company and agreed not to exercise their warrants to purchase the Company’s
shares. The Company has subsequently cancelled the warrants.  No
shares were issued to Viking and neither the Company nor Viking has monetary or
other demand on the other related to the cancellation.




F-9






SINOCUBATE
INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 December
31, 2009 and 2008


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





Note
      3
            Summary of Significant Accounting
      Policies





a)
            Basis
      of Presentation





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





b)
            Use
      of Estimates





The
preparation of financial statements in conformity with GAAP requires management
to make certain estimates and assumptions that affect the reported amounts and
timing of revenues and expenses, the reported amounts and classification of
assets and liabilities, and disclosure of contingent assets and liabilities. The
Company’s actual results could vary materially from management’s estimates and
assumptions. Significant areas requiring the use of management estimates relate
to the determination expected tax rates for future income tax recoveries and the
warrants.




c)
            Other
      Comprehensive Income





FASB ASC
220 “Comprehensive Income,” establishes standards for the reporting and display
of comprehensive income and its components in the financial statements. For
the fiscal years ended December, 2009 and 2008, comprehensive income
(loss) was ($52,024) and $73,909, respectively.





d)
            Income
      Taxes





The
Company uses the asset and liability method of accounting for income taxes
pursuant to FASB ASC 740 "Income Taxes".  Under this method, deferred
income tax assets and liabilities are recognized for the future tax consequences
attributable to temporary differences between the financial statements carrying
amounts of assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.


e)
                Stock-Based
      Compensation
  The
Company may issue stock options to employees and stock options or warrants to
non-employees in non-capital raising transactions for services and for financing
costs. The
Company has adopted ASC Topic 718 (formerly SFAS 123R), “Accounting for
Stock-Based Compensation”, which establishes a fair value method of accounting
for stock-based compensation plans. In accordance with guidance now incorporated
in ASC Topic 718, the cost of stock options and warrants issued to employees and
non-employees is measured on the grant date based on the fair value. The fair
value is determined using the Black-Scholes option pricing model. The resulting
amount is charged to expense on the straight-line basis over the period in which
the Company expects to receive the benefit, which is generally the vesting
period.
  The fair
value of stock warrants was determined at the date of grant using the
Black-Scholes option pricing model. The Black-Scholes option model requires
management to make various estimates and assumptions, including expected term,
expected volatility, risk-free rate, and dividend yield. The expected term
represents the period of time that stock-based compensation awards granted are
expected to be outstanding and is estimated based on considerations including
the vesting period, contractual term and anticipated employee exercise patterns.
Expected volatility is based on the historical volatility of the Company’s
stock. The risk-free rate is based on the U.S. Treasury yield curve in relation
to the contractual life of stock-based compensation instrument. The dividend
yield assumption is based on historical patterns and future expectations for the
Company dividends.
  Assumption
used to estimate the fair value of stock warrants on the granted date are as
follows:
  Issuance Date
                  
                  Expected volatility
                  
                  
                  Risk-free rate
                  
                  
                  Expected term (years)
                  
                  
                  Dividend yieldDecember
      16, 2009
                  
                  
                  204.70
                  %
                  
                  
                  0.11
                  %
                  
                  
                  3
                  
                  
                  
                  0.00
                  %
  The stock
warrants granted during 2009 were exercisable immediately, the fair value on the
grant date using the Black-Scholes option pricing model was $24,020, and have
been recorded as compensation costs.




f)
              Recent
      Accounting
Pronouncements





The
Financial Accounting Standards Board (FASB) launched its Accounting Standards
Codification (ASC or the Codification), the single source of nongovernmental
authoritative generally accepted accounting principles in the United States
(U.S. GAAP), and was effective for interim and annual periods ending after
September 15, 2009. The Codification is a reorganization of U.S. GAAP into a
topical format that eliminates the previous U.S. GAAP hierarchy. References to
accounting standards in this Form 10-K refer to the relevant ASC topic. As the
Codification was not intended to change or alter existing GAAP, it did not
impact the Company’s financial condition, results of operations, or cash
flows.





In April
2009, the FASB issued three accounting standard updates which were intended to
provide additional application guidance and enhanced disclosures regarding fair
value measurements and impairments of securities. The first update, as codified
in ASC 820-10-65, provides additional guidelines for estimating fair value in
accordance with fair value accounting. The second update, as codified in ASC
320-10-65 established a new model for measuring other-than-temporary impairments
for debt securities, including establishing criteria for when t recognize a
write-down through earnings. The third accounting update, as codified in ASC
825-10-65, increases the frequency of fair value disclosures. These updates were
effective for fiscal year and interim periods ending after June 15, 2009. There
was no impact to the Company’s financial statements as a result of the adoption
of these standards.




F-10




SINOCUBATE
INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 December
31, 2009


In the
second quarter of 2009, the Company adopted a new accounting standard for
subsequent events, as codified in ASC 855-10. The updated modifies the names of
the two types of subsequent events either as recognized subsequent events
(previously referred to in practice as Type I subsequent events) or
non-recognized subsequent events (previously referred to in practice as Type II
subsequent events). In addition, the standard modifies the definition of
subsequent events to refer to events or transactions that occur after the
balance sheet date, but before the financial statements are issued (for public
entities) or available to be issued (for nonpublic entities). The update did not
result in significant changes in the practice of subsequent event disclosures,
and therefore the adoption did not have an impact on the Company’s financial
condition, results of operations, or cash flows.




In
February 2010, the FASB issued ASU 2010-09, Subsequent Event (Topic 855) which
removed the requirement for an SEC filer to disclose a date through which
subsequent events have been evaluated in both issued and revised financial
statements. The Company has adopted the amendment and did not disclose the date
through which subsequent events have been evaluated.


In
October 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-13
Revenue Recognition (ASC 605):
Multiple-Deliverable Revenue Arrangement,which changes the requirements
for establishing separate units of accounting in a multiple element arrangement
and requires the allocation of arrangement consideration to each deliverable
based on the relative selling price. The selling price for each deliverable is
based on vendor-specific objective evidence (VSOE) if available, third-party
evidence if VSOE is not available, or estimated selling price if neither VSOE or
third-party evidence is available. ASU 2009-13 is effective for revenue
arrangements entered into in fiscal years beginning on or after June 15, 2010.
The Company does not expect the provisions of ASU No. 2010-01 to have a material
effect on the financial position, results of operations or cash flows of the
Company.





In
January 2010, the FASB issued new standards in the ASC 820, Fair Value Measurements and
Disclosures.These standard required new disclosures on the amount and
reason for transfers in and out of Level 1 and 2 fair value measurements. The
standards also require disclosure of activities, including purchases, sales,
issuances, and settlements within the Level 3 fair value measurements. The
standards also clarifies existing disclosure requirements on levels of
disaggregation and disclosures about inputs and valuation techniques. The new
disclosures regarding Level 1 and 2 fair value measurements and clarification of
existing disclosures are effective for the Company beginning with its first
interim filing in 2010. The disclosures about the rollforward of information in
Level 3 are required for the Company with its first interim filing in 2011. The
Company does not expect the provisions of ASU No. 2010-01 to have a material
effect on the financial position, results of operations or cash flows of the
Company.





In
January 2010, the FASB issued ASU No. 2010-01, Equity (ASC 505):Accounting
for distributions to
Shareholders with Components of Stock and Cash(A Consensus of the FASB
Emerging Issues Task Force). This amendment to ASC 505 clarifies the stock
portion of a distribution to shareholders that allow them to elect to receive
cash or stock with a limit on the amount of cash that will be distributed is not
a stock dividend for purposes of applying ASC 505 and 260. Effective for interim
and annual periods ending on or after December 15, 2009, and would be applied on
a retrospective basis. The Company does not expect the provisions of ASU No.
2010-01 to have a material effect on the financial position, results of
operations or cash flows of the Company.





Note
      4
            Related Party
  Transactions





On
September 22, 2008, the Company entered into an agreement with Viking, (the
Company’s majority shareholder which is in turn controlled by and managed by Tom
Simeo, the Company’s chairman, chief executive officer and president), 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 2. The transaction
was recorded at exchange values.





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




F-11


SINOCUBATE
INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 December
31, 2009 and 2008


For the
fiscal year ended December 31, 2009, Viking assumed professional and other
service fee in the aggregate amount of $28,004 on its own.  For the
fiscal year ended December 31, 2008, Viking assumed professional and other
service fee in the aggregate amount of $32,000 on its own.





On
December 19, 2009, the Company announced a strategic partnership with Viking, whereby Viking, in exchange for a
fee, and SinoCubate will work together and assist various businessentities in the
Peoples Republic of China  or the PRC in their endeavors to become
publicly listed companies in the United States .  In connection with
the strategic agreement, the Company was to newly issue 4,750,000 shares of the
Company’s common stock to Viking in exchange for One Hundred Thousand
(100,000) shares of common stock
of Renhuang
Pharmaceutical, Inc. or Renhuang owned by Viking, and newly issue
15,000,000 shares of the Company’s common stock to Viking in
exchange for entry into the strategic partnership agreement.  In
connection with the foregoing transactions, Philip Wan and Yung Kong Chin were
appointed directors and officers of the Company and were each granted warrants
to purchase 50,000 shares of common stock of the Company at an exercise price of
$0.26 per share exercisable in whole or in part at any time during the 3 years
after issuance.  Effective, March 26, 2010, the parties elected to
terminate the strategic partnership agreement and the directors and officers
appointed thereby, Messrs. Wan and Chin, resigned as directors and officers of
the Company and agreed not to exercise their warrants to purchase the Company’s
shares. The Company has subsequently cancelled the warrants.  No
shares were issued to Viking and neither the Company nor Viking has monetary or
other demand on the other related to the cancellation.





Note
      5
            Supplemental Cash Flow
      Information




January
      1,2004
      (DateofInception
      oftheDevelopmentFiscal
      years ended
            
            
            Stage)
      toDecember
      31,
            
            
            December
      31,2009
            
            
            2008
            
            
            2009Cash
      paid for:Interest
            
            $
            —
            
            
            $
            —
            
            
            $
            —Income
      taxes (recovery)
            
            $
            —
            
            
            $
            —
            
            
            $
            (3,934
            )Common
      shares issued to settle notes payable
            
            $
            —
            
            
            $
            —
            
            
            $
            295,405Expenses assumed
      by principal stockholders
            
            $
            28,004
            
            
            $
            32,000
            
            
            $
            60,004







Note
      6
              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.





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 sale of discontinued operations
                
                
                78,437


F-12
 SINOCUBATE
INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 December
31, 2009
 Note
      7
              Income
      Tax





The
Company’s deferred tax assets are as follows:




2009
            
            
            2008Net
      operating loss carryforwards
            
            $
            28,004
            
            
            
            —Statutory
      tax rate
            
            
            34
            %
            
            
            34
            %Deferred
      tax asset
            
            
            9,521
            
            
            
            —Valuation
      allowance
            
            
            (9,521
            )
            
            
            —$
            —
            
            
            $
            —





No
provision for income taxes has been provided in these financial statements due
to the net loss for the years ended December 31, 2009. For the
year ended December 31, 2008, taxes on net income was offset by the application
of tax loss carryforwards. Remaining tax loss carryforward prior to the
acquisition of control has not been considered as a deferred tax asset as its
availability to the continuing company is uncertain.  The
Company has not filed its income tax returns for 2008 and 2009.


Note 8
              Subsequent
      Event




F-13




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 or GAAP.





As of
December 31, 2009, 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 GAAP rules as more
fully described below. This was due to deficiencies that existed in the design
or operation of the Company’s internal controls over financial reporting that
adversely affected its 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 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 the Company’s
financial statements as of December 31, 2009 and communicated the matters to the
Company’s management.





Management
believes that the material weaknesses set forth in items (2), (3) and (4) above
did not have an effect 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 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.





Management
will continue to monitor and evaluate the effectiveness of its internal controls
and procedures and its 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 the Company’s 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, the Company’s 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/CEO/TreasurerPhilip
      Wan
            
            
            45
            
            DirectorYung
      Kong Chin
            
            
            56
            
            DirectorElle
      Zhong
            
            
            35
            
            Secretary





Background
of Officers and Directors





Tom
Simeo.  Mr. Simeo has been the Company’s chief executive
officer and a director 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.





Philip
Wan.   On December 19, 2009, in connection with a strategic
partnership with Viking
Investments Group, LLC, Mr. Wan was appointed as a director and officer of the
Company.Prior to joining the Company as a director and
vice-president Legal, China Officer, Mr. Wan was with Linkasia Lawyers, a firm
based in Shanghai China from 2001 where he became a partner in 2002. LinkAsia is
a Chinese law firm with more than 120 lawyers and 30 partners in Shanghai,
Beijing and Shenzhen. Over the last decade, Mr. Wan has been practicing law and
providing consulting services to international clients and diverse investment
projects. These projects have mostly involved cross board investments that
pertained to telecommunications, power plants, civic infrastructure, energy and
natural resource industries and green-tech projects. Mr. Wan was a legal counsel
for 6 years in early 1990’s at Emerson Network Power and Schneider Electrical
Investment China. During the years 2004-2008, Mr. Wan served as the China chief
executive officer of Linkasia Capital LLP, and managed diverse funds in China
and Asia, including private equity funds, mutual funds, and venture capital
funds. Some of the significant investment projects that he participated in
include, joint venture (Merlin-Gerlin Electronics Tianjin, Schneider China
Investment), business formation and outsourcing (Libert-Emerson Network, Saha
International), venture capital investment (Shanghai Tourism Web), private
equity investment (China AME fund), M&A (Vivax Asia), Corporate
restructuring (Shanghai GSY). Mr. Wan also extensive experience from Chinese
privately owned companies with their foreign IPO listing endeavors on OTCBB and
NASDAQ (US listings), ASE (Australian listings), and  AIM (United
Kingdom listings).  Mr. Wan is a director of China M&A
Association, and a director of the Climate Change Committee of China New Chamber
of Commerce. He served as the China legal counsel for Standard & Poor’s
Vista Research in 2007-2008.  He is also a frequent speaker at several
international conferences including the International Bar Association, Asia
Pacific Law Society and SNP’s Vista Society of Industrial Leaders. Mr. Wan
graduated with an n LLB from Fudan University (Shanghai, China) and a LLM from
Victoria University of Wellington (New Zealand). During 1999-2000, Mr.
Wan was a visiting research follower of the NYU Pollack Center for Law
& Business.Mr.
Wan is not a director of any other public company.  Mr. Wan resigned
as a director and officer of the Company on March 25, 2010.




12





Yung Kong
Chin.On December 19, 2009, in
connection with a strategic partnership with Viking Investments Group,
LLC, Mr. Chin was appointed as a director and officer of the
Company.  Prior to joining the Company as a director and
vice-president Senior Analyst China, Mr. Chin was, between the years of 2007 and
2009, a financial advisory consultant devoting most of his time advising Chinese
clients on financial restructuring, pre-audit before going public and pre-IPO
investments and on the process of going public in the United States. Between the
years of 2003 and 2009, Mr. Chin served as president, chief executive officer,
chief financial officer and director of QMIS Capital Finance Pty. Ltd. in
Singapore and QMIS Capital Finance Investment Inc. From 1995 to 2002, Mr. Chin
was financial controller for the Kwok Group Company in China. Mr. Chin was a
practicing auditor and Certified Public Accountant (CPA) with Foo Kon & Tan
in Singapore between the years of 1990 and 1994, and with Hanafiah Raslan &
Mohmad in Malaysia from 1984 to 1989. Mr. Chin still maintains his membership as
a CPA member with the Chartered Association of Certified Accountants (FCCA) in
the United Kingdom (UK) and is a Fellow Member of The Association of
International Accountants in the UK (FAIA). Mr. Chin graduated from the
University of Hull in the United Kingdom with a Masters of Finance. Mr. Chin is
not a director of any other public company. Mr. Chin resigned as a director
and officer of the Company on March 3, 2010.





Elle
Zhong.  On December 19, 2009, in connection with a strategic
partnership with Viking
Investments Group, LLC, Ms. Zhong was appointed as secretary of the
Company.  Ms. Elle Zhong is currently employed by Viking
Investments Shanghai office as the General Manager, which position she held from
June 2008.  Her responsibilities include to handle and oversee the day
to day operations of the office and to manage up to ten individuals in the
office and the external sourcing teams in China.  Prior to joining
Viking Investments Ms. Zhong was, between July 2004 and April 2008, a sourcing
supervisor with Threesixty Sourcing Ltd (USA).  Her main
responsibilities were to oversee and manage a source team related to quality
control of the Chinese operations and to act as the liaison between the head
quarter in Canada and the Chinese counterparts.  Between July 2001 and
January 2004 Ms. Zhong was employed by Reitmans (Canada) in their Shanghai
office where she was a client coordinator and worked with senior management and
coordinated with clients and the main office in Canada. Ms. Zhong is a graduate
in Business Administration from Shanghai Engineering Technology University.Ms. Zhong resigned as
secretary of the Company on March 23, 2010.





Family
Relationships





There are
no family relationships between any of the Company’s officers and
directors.





Audit
Committee and Audit Committee Financial Expert




The
Company does not currently have an audit committee financial expert, nor does it
have an audit committee. The Company’s entire board of directors handles the
functions that would otherwise be handled by an audit committee. The Company
does not currently have the capital resources to pay director fees to a
qualified independent expert who would be willing to serve on its board and who
would be willing to act as an audit committee financial expert. As its business
expands and as it appoints others to its board of directors, the Company expects
that it will seek a qualified independent expert to become a member of its board
of directors. Before retaining any such expert the Company’s board would make a
determination as to whether such person is independent.




13




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.







(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.




14


Compliance
with Section 16(A) of the Exchange Act





Upon
appointment as directors of the Company, initial statement of beneficial
ownership on Form 3 were not filed for Philip Tan and Yung Kong Chin nor was
there annual changes to beneficial ownership on Form 5 filed for Messrs. Tan and
Chin.  Other than the foregoing, to the best of the knowledge of the
Company’s chief executive officer, persons who beneficially owned more than ten
percent of the Company’s common stock filed timely reports in compliance with
Section 16(a).




Item
      11.
              Executive
      Compensation







Summary
Compensation Table— Fiscal Years Ended December 31, 2009 and 2008




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
              Principal
              Position
            
            Year
            
            Salary
              ($)
            
            
            Bonus
              ($)
            
            
            Stock
              Awards
              ($)
            
            
            Option
              Awards
              ($)
            
            
            Non-Equity
              Incentive Plan
              Compensation
              Earnings
              ($)
            
            
            Non-Qualified
              Deferred
              Compensation
              Earnings
              ($)
            
            
            All Other
              Compensation
              ($)
            
            
            Total
              ($)Tom
      Simeo (1)
            
            2009
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            02008
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0Richard
      Xu (2)
            
            2009
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            02008
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0Philip
      Wan (3)
            
            2009
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            02008
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0Yung
      Kong Chin (4)
            
            2009
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            02008
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0




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.





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.  Mr. Xu resigned effective March 23, 2009 as a director
      and from all the offices he held in the
  Company.




3.
              In
      connection with a strategic partnership agreement between the Company and
      Viking Investments LLC announced December 19, 2009, Philip Wan became a
      director and officer of the Company and was granted warrants to purchase
      50,000 shares of common stock of the Company at an exercise price of $0.26
      per share exercisable in whole or in part at any during the 3 years after
      issuance.  In connection with the cancellation of the strategic
      partnership agreement, Mr. Wan resigned as director and officer of the
      Company on March 25, 2010 and agreed not to exercise his
      warrants.  The Company subsequently cancelled the
      warrants.
  4.
              In
      connection with a strategic partnership agreement between the Company and
      Viking Investments LLC announced December 19, 2009, Yung Kong Chin became
      a director and officer of the Company and was granted warrants to purchase
      50,000 shares of common stock of the Company at an exercise price of $0.26
      per share exercisable in whole or in part at any during the 3 years after
      issuance.  In connection with the cancellation of the strategic
      partnership agreement, Mr. Chin resigned as director and officer of the
      Company on March 3, 2010 and agreed not to exercise his
      warrants.  The Company subsequently cancelled the
      warrants.
  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.




15




Outstanding
Equity Awards at Fiscal Year End




As of
December 31, 2009, 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
director of the Company was compensated as such during the fiscal years ended
December 31, 2009 and 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 the
Company’s common stock as of February 26, 2010 (i) by each person who is known
by us to beneficially own more than 5% of the Company’s common stock; (ii) by
each of its officers and directors; and (iii) by all of its 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, 7th Floor,
New York, New York 10006.





Title
      of Class
            
            Name
      & Address of Beneficial Owner
            
            Amount
      & Nature of Beneficial Ownership (1)
            
            Percent
      of Class (2)Officers
      and Directors as a GroupCommon
      Stock, $0.001 par value
            
            Tom
      Simeo
            
            0
      (3)
            
            *%Common
      Stock, $0.001 par value
            
            Richard
      Xu
            
            0
            
            *%Common
      Stock, $0.001 par value
            
            Yung
      Kong Chin
            
            0(4)
            
            *%Common
      Stock, $0.001 par value
            
            Philip
      Wan
            
            0(5)
            
            *%All
      officers and directors as group (4 persons named above)
            
            0
            
            *%5%
      Securities HolderCommon
      Stock, $0.001 par value
            
            Viking
      Investments Group, LLC
            
            632,157
      (6)
            
            63.5%Common
      Stock, $0.001 par value
            
            Cede
      & Co.
              P.O.
      Box 222
              Bowling
      Green Station,
              New
      York, New York 10006
            
            342,230(7)
            
            34.4%












16





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 the Company’s 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
      December 16, 2009, the Company issued 50,000 warrants at an exercise price
      of $0.26 per share to Yung Kong Chin exercisable in whole or in part at
      any time during the 3 years after issuance.  In connection with
      his resignation as a director and officer of the Company on March 3, 2010,
      Mr. Chin agreed not to exercise the warrants and the warrants were
      cancelled by the Company.





5.
            On
      December 16, 2009, the Company issued 50,000 warrants at an exercise price
      of $0.26 per share to Philip Wan exercisable in whole or in part at any
      time during the 3 years after issuance.  In connection with his
      resignation as a director and officer of the Company on March 25, 2010,
      Mr. Chin agreed not to exercise the warrants and the warrants were
      cancelled by the Company.





6.
            Confirmed
      by the Company’s transfer agent as of February 26,
  2010.





7.
            Confirmed
      by the Company’s transfer agent as of February 26,
  2010.





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, (the
Company’s majority shareholder which is in turn controlled by and managed by Tom
Simeo, the Company’s chairman, chief executive officer and president), 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. The transaction was recorded at exchange
values.





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




17





For the
fiscal year ended December 31, 2009, Viking assumed professional and other
service fee in the aggregate amount of $28,004 on its own.  For the
fiscal year ended December 31, 2008, Viking assumed professional and other
service fee in the aggregate amount of $32,000 on its own.





On
December 19, 2009, the Company announced a strategic partnership with Viking, whereby Viking, in exchange for a
fee, and SinoCubate will work together and assist various businessentities in the
Peoples Republic of China  or the PRC in their endeavors to become
publicly listed companies in the United States .  In connection with
the strategic agreement, the Company was to newly issue 4,750,000 shares of the
Company’s common stock to Viking in exchange for One Hundred Thousand
(100,000) shares of common stock
of Renhuang Pharmaceuticals, Inc. or Renhuang owned by Viking, and newly issue
15,000,000 shares of the Company’s common stock to Viking in
exchange for entry into the strategic partnership agreement.  In
connection with the foregoing transactions, Philip Wan and Yung Kong Chin were
appointed directors and officers of the Company and were each granted warrants
to purchase 50,000 shares of common stock of the Company at an exercise price of
$0.26 per share exercisable in whole or in part at any time during the 3 years
after issuance.  Effective, March 26, 2010, the parties elected to
terminate the strategic partnership agreement and the directors and officers
appointed thereby, Messrs. Wan and Chin, resigned as directors and officers of
the Company and agreed not to exercise their warrants to purchase the Company’s
shares. The Company has subsequently cancelled the warrants.  No
shares were issued to Viking and neither the Company nor Viking has monetary or
other demand on the other related to the cancellation.




Indebtedness
of Management





Other
than as disclosed, there were no material transactions, series of similar
transaction, current  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, 2009 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





Fees paid
to its auditors for  auditing and review of the Company’s annual
financial statements included in the Company’s annual reports on Form 10-K and
quarterly reports on Form 10Q for services that are normally provided by the
accountants in connection with statutory and regulatory filings or engagements
for those fiscal years, are as follows:





2009
            
            
            2008Schwartz
      Levitsky Feldman LLP
            
            $
            16,000
            
            
            $
            25,000Dale
      Matheson Carr-HiltonLaBonte
      LLP
            
            $
            -
            
            
            $
            4,000





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 LLPthat
are reasonably related to the performance of the audit or review of the
Company’s financial statements and are not reported under Item 9 (e)(1) of
Schedule 14A.





3.      Tax
Fees





There
were no professional services rendered by the principal accountant, Schwartz
Levitsky Feldman LLPfor tax compliance, tax
advice and tax planning.


18




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 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.




PART
IV





Item
15.  Exhibits, Financial Statement Schedules.





(a)           Exhibits




ExhibitNumber
            
            Description10.1*
            
            Obligation
      Agreement between SinoCubate Inc. and Viking Investments Group, LLC. dated
      April 3, 2009 [Filed as Exhibit 10.4 to an Annual Report on Form 10-K
      filed with SEC on April 14, 2009].10.2*
            
            Share
      Partnership Agreement between SinoCubate Inc. and Viking Investments
      Group, LLC dated December 19, 2009 [Filed as Exhibit 10.1 to a Current
      Report on Form 8-K filed with SEC on December 21,
2009].10.3
            
            Cancellation
      of Strategic Partnership Agreement between SinoCubate Inc. and Viking
      Investments Group, LLC. dated March 26, 2010.17.1
            
            Letter
      of Resignation of Yung Kong Chin17.2
            
            Letter
      of Resignation of Philip Wan31.1
            
            Section
      302 Certification of Tom Simeo Chief Executive Officer and
      Treasurer.32.1
            
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002, as amended for Tom Simeo, Chief Executive
      Officer and Treasurer.











19




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 2, 2010Tom
      Simeo
                Chief
      Executive Officer, Director and
                Treasurer
  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 2, 2010Tom
      Simeo
                Chief
      Executive Officer, Director and
                Treasurer




20