VIKING ENERGY GROUP, INC. - FORM 10-Q

Attached files

file	filename
EX-10.1 - EXHIBIT 10.1 - VIKING ENERGY GROUP, INC.	v232118_ex10-1.htm
EX-31.1 - EXHIBIT 31.1 - VIKING ENERGY GROUP, INC.	v232118_ex31-1.htm
EX-10.2 - EXHIBIT 10.2 - VIKING ENERGY GROUP, INC.	v232118_ex10-2.htm
EX-32.1 - EXHIBIT 32.1 - VIKING ENERGY GROUP, INC.	v232118_ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended: June 30, 2011

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

For the transition period from ______________ to _______________

Commission file number 000-29219

SINOCUBATE, INC.

(Exact name of registrant as specified in its charter)

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

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

Issuer’s telephone number

(347) 329 2954

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

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

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer,? accelerated filer?and smaller reporting company?in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	o	Accelerated Filer	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 Exchange Act).

Yes o No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING

THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o No o Not Applicable

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares of common stock outstanding on August 11, 2011, was 2,907,655.

SINOCUBATE, INC.

(A Development Stage Company)

Form 10-Q

PART I – FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	Balance Sheets (Unaudited)	F-2
	Statement of Operations and Comprehensive Loss (Unaudited)	F-3
	Statement of Cash Flows (Unaudited)	F-4
	Statement of Stockholders' Deficiency (Unaudited)	F-5 – F-6
	Notes to Financial Statements (Unaudited)	F-7 – F-12
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5
ITEM 4.	CONTROLS AND PROCEDURES	5
PART II – OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	6
ITEM 1A.	RISK FACTORS	6
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	6
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	6
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	6
ITEM 5.	OTHER INFORMATION	6
ITEM 6.	EXHIBITS	6
SIGNATURES		6

SINOCUBATE, INC.

(A Development Stage Company)

Financial Statements

(Unaudited)

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

F-1

SINOCUBATE, INC.

(A Development Stage Company)

BALANCE SHEETS

(Unaudited)

(Amounts expressed in US dollars)


	June 30, 2011 (Unaudited)			December 31, 2010 (audited)
ASSETS
Current
Cash	$	—		$	—
Stock receivable – note 2		478,000			—

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

Current
Accounts payable and accrued liabilities	$	6,750		$	—

Capital stock
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued or outstanding as of June 30, 2011		—			—
Common stock, $0.001 par value, 100,000,000 shares authorized 995,655 shares issued and outstanding as of June 30, 2011		996			996
Common stock subscribed but not yet issued – note 8		1,912			—
Additional paid-in capital		2,837,951			2,359,863
Deficit		(1,305,454	)		(1,305,454)
Deficit accumulated during the development stage		(1,064,155	)		(1,055,405)
	$	—		$	—

The accompanying notes are an integral part of these financial statements.

F-2

SINOCUBATE, INC.

(A Development Stage Company)

STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(Amounts expressed in US dollars)

	Three months ended, June 30,						Six months ended June 30,						January 1, 2004 (Date of Inception of the Development Stage) to June 30,
	2011			2010			2011			2010			2011
General and administrative expenses:
Amortization	$	-		$	-		$	-		$	-		$	27,077
Bad debt		-			-			-			-			525
Corporate promotion		-			-			-			-			13,920
Finance charges		-			-			-			-			27,397
Insurance		-			-			-			-			15,901
Interest on notes payable		-			-			-			-			34,648
Management and consultant fees		2,250			-			2,250			-			316,624
Office supplies and services		500			1,000			1,000			2,000			51,942
Professional fees		4,000			3,000			5,500			6,000			337,017
Rent		-			-			-			-			16,311
Wages		-			-			-			-			84,258

Loss before other items		(6,750	)		(4,000	)		(8,750	)		(8,000	)		(925,620	)

Other items:
Loss on disposition of equipment		-			-			-			-			(15,028	)
Write-down of intangible assets		-			-			-			-			(50,001	)
Write-off of payables		-			-			-			-			73,607
Write-off of notes payable		-			-			-			-			14,823
Gain on settlement of lawsuit		-			-			-			-			44,445
Gain on sale of investment		-			-			-			-			31,874
Other income		-			-			-			-			42,530

Income (loss) from continuing operations		(6,750	)		(4,000	)		(8,750	)		(8,000	)		(783,370	)

Operating loss (income) from discontinued operations		-			-			-			-			(388,905	)

Gain on sales of discontinued operations		-			-			-			-			108,120

Net income (loss)	$	(6,750	)	$	(4,000	)	$	(8,750	)	$	(8,000	)	$	(1,064,155	)

Basic and diluted income (loss) per
Common share – continuing operations		(0.007	)		(0.004	)		(0.009	)		(0.008	)

Weighted average number of common share outstanding – basic and diluted		995,655			995,655			995,655			995,655

Comprehensive income (loss)
Net income (loss)	$	(6,750	)	$	(4,000	)	$	(8,750	)	$	(8,000	)	$	(1,064,155	)
Foreign currency translation adjustment		-			-			-			-			-
Total comprehensive income (loss)	$	(6,750	)	$	(4,000	)	$	(8,750	)	$	(8,000	)	$	(1,064,155	)

The accompanying notes are an integral part of these financial statements.

F-3

SINOCUBATE, INC.

(A Development Stage Company)

STATEMENT OF CASH FLOWS

(Unaudited)

(Amounts expressed in US dollars)

	Six months ended						January 1, 2004 (Date of Inception of the Development Stage) to
	June 30,						June 30,
	2011			2010			2011
Cash flows from operating activities:
Net income (loss)	$	(8,750	)	$	(8,000	)	$	(1,064,155	)
Adjustments to reconcile net loss to net cash used in operating activities:
Finance charges		—			—			27,387
Accrued interest on notes payable		—			—			31,414
Amortization		—			—			27,077
Accrued expenses and service costs assumed by majority shareholder		2,000			8,000			104,508
Foreign exchange effect on notes payable		—			—			5,303
Issuance of common stock for services		—			—			1,000
Stock-based compensation		—			—			28,480
Loss on disposition of equipment		—			—			225,184
Write-down of intangible assets		—			—			360,001
Write-off of payables		—			—			(73,607	)
Write-off of notes payable		—			—			(18,729	)
Gain on settlement of lawsuit		—			—			(44,445	)
Gain on sale of discontinued operations		—			—			(108,121	)
Gain on sale of investments		—			—			(31,874	)
Other income		—			—			(42,530	)
Changes in non-cash working capital items:
Accounts payable and accrued liabilities		6,750			—			150,271
Cash used in continuing operations		—			—			(422,836	)
Discontinued operations		—			—			(171,213	)

Net cash used in operating activities		—			—			(594,049	)

Cash flows from investing activities:
Proceeds from sale of subsidiary		—			—			1
Proceeds from assets disposition		—			—			5,458
Purchase of equipment		—			—			(5,808	)
Net cash used in investing activities		—			—			(349	)

Cash flows from financing activities:
Settlement of notes payable		—			—			398,614
Proceeds from issuance of common stock		—			—			1,000

Net cash provided by financing activities		—			—			399,614

Effect of exchange rate changes on cash		—			—			(14,734	)

Change in cash		—			—			(209,518	)

Cash, beginning of period		—			—			209,518

Cash, ending of period	$	—		$	—		$	—

Non-cash financing activities:
Issuance of common shares to acquire securities	$	478,000		$	—		$	478,000

The accompanying notes are an integral part of these financial statements

F-4

SINOCUBATE, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ DEFICIENCY

(Unaudited)

(Amounts expressed in US dollars)

																				Deficit
														Accumulated						Accumulated
								Additional						Other						During the
	Common Shares				Treasury			Paid-in			Subscriptions			Comprehensive						Development
	Number		Amount		Stock			Capital			Received			Income			Deficit			Stage		Total
May 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			—			—			—		152,000
Balance at December 31, 1998		240,022		2,400		—			157,600			2,000			—			(158,931	)		—		3,069
Net loss		—		—		—			—			—			—			(511,587	)		—		(511,587	)
Foreign currency translation adjustment		—		—		—			—			—			(14,130	)		—			—		(14,130	)
Share issued for services		15,000		150		—			124,850			—			—			—			—		125,000
Subscription receivable		12,000		120		—			99,880			8,000			—			—			—		108,000
Share issued for intangible assets		15,000		150		—			124,850			—			—			—			—		125,000
Balance 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			—			—		18,885
Shares issued for cash		21,600		216		—			259,784			—			—			—			—		260,000
Shares issued for settlement of debt		4,500		45		—			174,955			—			—			—			—		175,000
Subscription receivable		600		6		—			9,994			(200	)		—			—			—		9,800
Subscription received		30,000		300		—			499,700			(9,350	)		—			—			—		490,650
Stock option benefit		—		—		—			14,235			—			—			—			—		14,235
Balance at December 31, 2000		338,722		3,387		—			1,465,848			450			4,755			(1,009,581	)		—		464,859
Net loss		—		—		—			—			—			—			375,621			—		375,621
Foreign currency translation adjustment		—		—		—			—			—			13,629			—			—		13,629
Shares issued for cash		300		3		—			2,247			—			—			—			—		2,250
Subscription received		—		—		—			—			200			—			—			—		200
Stock option benefit		—		—		—			118,920			—			—			—			—		118,920
Repurchase 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	)		—		968,598
Net loss		—		—		—			—			—						(63,864	)		—		(63,864	)
Foreign currency translation adjustment		—		—		—			—			—			(1,155	)		—			—		(1,155	)
Shares issued for cash		4,500		45		—			33,705			—			—			—			—		33,750
Balance at December 31, 2002		343,522	$	3,435	$	(270	)	$	1,614,109		$	650		$	17,229		$	(697,824	)	$	—	$	937,329

The accompanying notes are an integral part of these financial statements

F-5

SINOCUBATE, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ DEFICIENCY

(Unaudited)

(Amounts expressed in US dollars)

																						Deficit
																Accumulated						Accumulated
										Additional						Other						During the
	Common Shares						Treasury			Paid-in			Subscriptions			Comprehensive						Development
	Number			Amount			Stock			Capital			Received			Income			Deficit			Stage			Total
Balance at December 31, 2002		343,522			3,435			(270	)		1,614,109			650			17,229			(697,824	)		—			937,329
Net loss		—			—			—			—			—			—			(607,630	)		—			(607,630	)
Foreign currency translation adjustment		—			—			—			—			—			1,752			—			—			1,752
Stock option benefit		—			—			—			11,800						—			—			—			11,800
Cancellation of agreement		—			—			—			—			(650	)		—			—			—			(650	)
Share issues for cash on exercise of options		12,000			120			—			11,880			—			—			—			—			12,000
Share issues for consulting services		45,000			450			—			49,675			—			—			—			—			50,125
Share issues for intangible assets		60,000			600			—			104,400			—			—			—			—			105,000
Share issued for software		60,000			600			—			53,400			—			—			—			—			54,000
Balance at December 31, 2003		520,522			5,205			(270	)		1,845,264			—			18,981			(1,305,454	)		—			563,726
Net loss		—			—			—			—			—			—			—			(795,364	)		(795,364	)
Foreign currency translation adjustment		—			—			—			—			—			(238	)		—			—			(238	)
Stock-based compensation		—			—			—			4,460			—			—			—			—			4,460
Shares issued for cash on exercise of options		1,000			10			—			990			—			—			—			—			1,000
Share issued for debt		140,000			1,400			—			68,600			—			—			—			—			70,000
Share issued for consulting services		2,000			20			—			980			—			—			—			—			1,000
Balance 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			—			—			—			—			9,000
Balance 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			—			—			563
Share issues for debt		50,000			500			—			24,500			—			—			—			—			25,000
Balance 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			—			—			—			—			20,573
Foreign 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			—			—			—			—			270,405
Cancellation of shares		(20,504	)		(205	)		270			(65	)		—			—			—			—			—
Services assumed by majority stockholder		—			—			—			32,000			—			—			—			—			32,000
Change in par value of common share from $0.01 per share to $0.001 per share		—			(8,960	)		—			8,960			—			—			—			—			—
Net income		—			—			—			—			—			—			—			79,122			79,122
Foreign 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			—			—			—			—			28,004
Stock-based compensation											24,020															24,020
Net Loss		—			—			—			—			—			—			—			(52,024	)		(52,024	)
Balance at December 31, 2009 (audited)		995,655			996			—			2,334,665			—			—			(1,305,454	)		(1,030,207	)		—
Services assumed by majority stockholder		—			—			—			25,198			—			—			—			—			25,198
Net Loss		—			—			—			—			—			—			—			(25,198	)		(25,198	)
Balance at December 31, 2010 (audited)		995,655			996			—			2,359,863			—			—			(1,305,454	)		(1,055,405	)		—
Services assumed by majority stockholder		—			—			—			2,000			—			—			—			—			2,000
Shares subscribed for security		—			—			—			476,088			1,192			—			—			—			478,000
Net Loss		—			—			—			—			—			—			—			(8,750)			(8,750)
Balance at June 30, 2011 (Unaudited)		995,655		$	996		$	—		$	2,837,951		$	1,192		$	—		$	(1,305,454)		$	(1,064,155)		$	(471,250)

The accompanying notes are an integral part of these financial statements

F-6

SINOCUBATE, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2011

(Amounts expressed in US Dollars)

(Unaudited)

Note 1

Interim Financial Statements

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles or GAAP for interim financial information and with the instructions to Form 10-Q as promulgated by the Securities and Exchange Commission or the SEC. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. The accompanying unaudited financial statements and related notes should be read in conjunction with the audited financial statements and the Form 10-K of the Company for the year ended December 31, 2010. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

Note 2

Nature of Business and Going Concern Assumption

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 business entities in the People’s 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.

On May 23, 2011, the Company commenced operations as an incubator of an Internet driven investment exchange with the purpose to become the global marketplace for investments. The Company is in the process of building a comprehensive global online community whereby investors, investees and practitioners meet. The Company intends to cater to various types of investors and investees and their advisers, such as bankers, investment banks, corporations, private equity firms, hedge funds, PIPE investors, family offices, and entrepreneurs. The Company believes it is filling a need for a mid-market online global market place allowing participants to identify opportunities world-wide on a cost efficient subscription basis. By providing a free listing service for investees and a basic service for investors for free, which can be upgraded to various levels, the Company believes it can attract a large amount of users and increase web traffic, which in turn will convert to additional paying subscribers and revenue for the Company.

F-7

SINOCUBATE, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2011

(Amounts expressed in US Dollars)

(Unaudited)

By allowing investees to list its opportunities for free, to be provided only on a teaser level of disclosure to investors subscribing to the basic service, it is anticipated that professional investors and their constituent parties will increase their deal flow, thereby reducing the cost and complexity otherwise not easily revealed by current research methods. Matching is shown on each subscriber’s dashboard and takes place primarily around similar industry classifications. Full subscription allows investors access to a much more informative online level of disclosure designed to allowing the investors to make an informed decision and to contact investees.

On June 29, 2011, Viking Investments, LLC, a company incorporated under the laws of The Federation of St. Kitts and Nevis, sold 100,000 shares of China Wood, Inc., publicly listed in the United States with the ticker “CNWD”, owned by Viking Investments LLC, in exchange for 1,912,000 newly issued restricted shares of SinoCubate. On August 5, 2011Viking Investments LLC completed the purchase of the Shares by delivering 100,000 shares of common stock in China Wood, Inc. registered in a S-1 Registration Statement declared effective by the SEC on April 7, 2011. In determining the fair value of the shares, the Company and Viking Investments Group LLC, agreed to use, where applicable, the closing bid price for the most recent trading days prior to the closing day of the transaction.

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company 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 3

Summary of Significant Accounting Policies

Basis of Presentation

The Company’s unaudited interim financial statements have been prepared in conformity with US GAAP and applicable provisions of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting using the same accounting principles that were used in the preparation of the company’s annual report on Form 10-K for the year ended December 31, 2010. The results of operations for the six months ended June 30, 2011 are not necessarily indicative of the results to be reported for the full year. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K. The consolidated balance sheet as of December 31, 2010, included herein, was derived from the audited consolidated financial statements as of that date.

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.

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 six months ended June, 2011 and 2010, comprehensive loss was ($4,000) and $(8,000), respectively.

Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

F-8

SINOCUBATE, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2011

(Amounts expressed in US Dollars)

(Unaudited)

The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets likely. The Company did not incur any material impact to its financial condition or results of operations due to the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company is subject to U.S federal jurisdiction income tax examinations for the tax years 2006 through 2011. In addition, the Company is subject to state and local income tax examinations for the tax years 2006 through 2011.

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 yield
December 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. The Company did not issue any stock options or warrants during 2010 and as of June 30, 2011. The Company cancelled all warrants issued in 2009.

Recent Accounting Pronouncements

In June 2009, the FASB issued Topic 105, which became the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Topic, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-SEC accounting literature not included in the Codification will become non-authoritative. This Topic identifies the sources of accounting principles and the framework for selecting the principles used in preparing the financial statements of nongovernmental entities that are presented in conformity with GAAP and arranged these sources of GAAP in a hierarchy for users to apply accordingly. This Topic is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this topic did not have a material impact on the Company’s disclosure of the financial statements.

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.

F-9

SINOCUBATE, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2011

(Amounts expressed in US Dollars)

(Unaudited)

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption of this standard did not have an impact on the Company’s financial statements.

In September 2009, FASB amended ASC 605, as summarized in ASU 2009-13, Revenue Recognition: Multiple-Deliverable Revenue Arrangements. As summarized in ASU 2009-13, ASC Topic 605 has been amended: (1) to provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and the consideration allocated; (2) to require an entity to allocate revenue in an arrangement using estimated selling prices of deliverables if a vendor does not have VSOE or third-party evidence of selling price; and (3) to eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method. The accounting changes in ASU 2009-13 are both effective for fiscal years beginning on or after June 15, 2010, with early adoption permitted. Adoption may either be on a prospective basis or by retrospective application. The Company is currently evaluating the potential impact that the adoption of this statement will have on its financial position and results from operations and will adopt the provision of this statement in fiscal 2011.

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.

In April 2010, the FASB issued ASU 2010-17, Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition. This ASU codifies the consensus reached in EITF Issue No. 08-9, “Milestone Method of Revenue Recognition.” The amendments to the Codification provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. Consideration that is contingent on achievement of a milestone in its entirety may be recognized as revenue in the period in which the milestone is achieved only if the milestone is judged to meet certain criteria to be considered substantive. Milestones should be considered substantive in their entirety and may not be bifurcated. An arrangement may contain both substantive and non-substantive milestones, and each milestone should be evaluated individually to determine if it is substantive.

ASU 2010-17 is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity should apply 2010-17 retrospectively from the beginning of the year of adoption. Vendors may also elect to adopt the amendments in this ASU retrospectively for all prior periods. The Company does not expect the provisions of ASU 2010-17 to have a material effect on the financial position, results of operations or cash flows of the Company

In April 2010, the FASB issued ASU 2010-18, Receivables (Topic 310): Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset, codifies the consensus reached in EITF Issue No. 09-I, “Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset.” The amendments to the Codification provide that modifications of loans that are accounted for within a pool under Subtopic 310-30 do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. ASU 2010-18 does not affect the accounting for loans under the scope of Subtopic 310-30 that are not accounted for within pools. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40. ASU 2010-18 is effective prospectively for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. Early application is permitted. Upon initial adoption of ASU 2010-18, an entity may make a one-time election to terminate accounting for loans as a pool under Subtopic 310-30. This election may be applied on a pool-by-pool basis and does not preclude an entity from applying pool accounting to subsequent acquisitions of loans with credit deterioration. The Company does not expect the provisions of ASU 2010-18 to have a material effect on the financial position, results of operations or cash flows of the Company.

F-10

SINOCUBATE, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2011

(Amounts expressed in US Dollars)

(Unaudited)

Note 4

Related Party Transactions

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. As of May 15, 2011, services performed on behalf of the Company will be reimbursed to Viking instead of payment obligations assumed by Viking.

For the quarter ended June 30, 2011, Viking assumed professional and other service fee in the aggregate amount of $6,750 on its own. For the quarter ended June 30, 2010, Viking assumed professional and other service fee in the aggregate amount of $4,000 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 business entities in the People’s 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

	Six months ended June 30,				January 1, 2004 (Date of Inception the Development stage) to June 30,
Cash paid for:	2011		2010		2011
Interest	$	—	$	—	$	—
Income taxes (recovery)	$	—	$	—	$	(3,934	)

Common shares issued to settle notes payable	$	—	$	—	$	295,405
Expenses assumed by principal stockholders	$	4,000	$	8,000	$	106,508

F-11

SINOCUBATE, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2011

(Amounts expressed in US Dollars)

(Unaudited)

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	$	1
Liabilities assumed by purchaser of Casino Marketing S.A. as of April 1, 2008		8,169
Liabilities assumed by purchaser of 564448 BC Ltd. as of April 1, 2008		70,267

Gain on sale of discontinued operations	$	78,437

Note 7

Termination of agreement

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 8

Earnings per share

Earnings per Share and the weighted average number of common share outstanding does not reflect the exchange for newly issued shares of 1,912,000. The additional shares have not yet been issued as of June 30, 2011.

F-12

SINOCUBATE, INC.

(A Development Stage Company)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

PLAN OF OPERATIONS

Overview

The Company commenced operations as an incubator of an Internet driven investment exchange with the purpose to become the global marketplace for investments. The Company is in the process of building a comprehensive global online community whereby investors, investees and practitioners meet. The Company intends to cater to various types of investors and investees and their advisers, such as bankers, investment banks, corporations, private equity firms, hedge funds, PIPE investors, family offices, and entrepreneurs. The Company believes it is filling a need for a mid-market online global market place allowing participants to identify opportunities world-wide on a cost efficient subscription basis. By providing a free listing service for investees and a basic service for investors for free, which can be upgraded to various levels, the Company believes it can attract a large amount of users and increase web traffic, which in turn will convert to additional paying subscribers and revenue for the Company.

As of the date of this Report, the Company has not entered into an agreement with any investors and investees and there can be no assurance that the Company will ever be able to identify and enter into an agreement with those users or whether, if the Company successful enters into an agreement with any users, such business may become successful and/or profitable. The Company is in need of further working capital and options are being explored with respect to financing in the form of debt, equity or a combination thereof.

SINOCUBATE, INC.

(A Development Stage Company)

RESULTS OF CONTINUING OPERATIONS

The following discussion of the financial condition and results of operation of the Company should be read in conjunction with the Financial Statements and the related Notes included elsewhere in this Report.

Six months ended June 30, 2011 compared to the six months ended June 30, 2010

Liquidity and Capital Resources

At June 30, 2011 and June 30, 2010, the Company had no cash holding. As of June 30, 2011 and June 30, 2010 current assets totaled $478,000 and $0 respectively. The Company working capital was $473,250 and $0, respectively. We believe that the funds available to us are adequate to meet our operating needs for the next twelve months.

The ability of the Company to continue as a going concern and fund its operations through the remainder of 2011 is contingent upon being able to raise funds through either equity or debt financing or a combination of both.

Revenue

The Company had no net sales at June 30, 2011 or June 30, 2010.

Expenses

The operating expenses increased by $750 to $8,750 in the six months period ended June 30, 2011 from $8,000 in the corresponding period in 2010. The increase was due to the Company commenced operations as an incubator of an Internet driven investment exchange platform.

Net Loss

The Company incurred a net loss of $8,750 at June 30, 2011 compared with net loss of $8,000 at June 30, 2010. The increase in net loss was due to the professional and consulting fees in the first half year of 2011, compared to the same period of 2010.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company has adopted various accounting policies that govern the application of accounting principles generally accepted in the United States of America in the preparation of the Company’s financial statements which requires it to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Although these estimates are based on management’s knowledge of current events and actions the Company may undertake in the future, the final results may ultimately differ from actual results. Certain accounting policies involve significant judgments and assumptions, which have a material impact on the Company’s financial condition and results. Management believes its critical accounting policies reflect its most significant estimates and assumptions used in the presentation of the Company’s financial statements. The Company’s critical accounting policies include debt management and accounting for stock-based compensation. The Company does not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities”

SINOCUBATE, INC.

(A Development Stage Company)

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

Under the supervision and with the participation of management, including the Company’s Chief Executive Officer, the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2011 have been evaluated, and, based upon this evaluation, the Company’s Chief Executive Officer has concluded that these controls and procedures are effective in providing reasonable assurance of compliance.

Changes in Internal Control over Financial Reporting

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

SINOCUBATE, INC.

(A Development Stage Company)

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On June 29, 2011, Viking Investments, LLC, a company incorporated under the laws of The Federation of St. Kitts and Nevis, sold 100,000 shares of China Wood, Inc., publicly listed in the United States with the ticker “CNWD”, owned by Viking Investments LLC, in exchange for 1,912,000 newly issued restricted shares of SinoCubate. On August 5, 2011Viking Investments LLC completed the purchase of the Shares by delivering 100,000 shares of common stock in China Wood, Inc. registered in a S-1 Registration Statement declared effective by the SEC on April 7, 2011. The proceeds from these sales of securities are used to fund the company operations and investments as needed.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number		Description
10.1		Reg S shares subscription agreement between the Company and Viking Investment Group LLC dated June 29, 2011

10.2		Calculation of fair price for shares exchange

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer

32.1		Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	SINOCUBATE, INC. (Registrant)

Date: August 11, 2011	By:	/s/ Tom Simeo
		Tom Simeo
		Chief Executive Officer, Treasurer
		Director and Secretary

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