SBAT - I just saw that they filed 8-K on Monday
and unfortunately, the CEO of VIKING decided to be
a POS greedy bastard and issue to himself 19.7 million shares.
This is unbelievable. 4.7 million shares of SBAT for 100k
of RHGP which last traded @.65 AND 15 million for "right to acquire Twenty-Five percent (25%) of all net equity received by Viking from its potential future Chinese Clients".
He issued himself shares for nothing. What a pathetic loser.
I am out.
Item 1.01. Entry into Material Definitive Agreement.
On December 19, 2009, SinoCubate, Inc., (“SinoCubate”) entered into a strategic partnership agreement (the “Strategic Partnership Agreement”) with Viking Investments Group LLC (“Viking”), whereby Viking and SinoCubate will work together and assist various business entities (“Clients”) in the Peoples Republic of China (the “PRC”) in their endeavors to become publicly listed companies in the United States in consideration for a fee.
As main parts of the Strategic Partnership Agreement, SinoCubate will:
(A)
Issue to Viking Fifteen-Million (15,000,000) newly issued restricted shares of its common stock, par value $0.01 in consideration for its right to acquire Twenty-Five percent (25%) of all net equity received by Viking from its potential future Chinese Clients (“Transaction” or plural “Transactions”) in exchange for newly issued shares of common stock of SinoCubate, calculated as fair value, to be issued at the time of each potential future Transaction, and its integration with the business of Viking Investments, (the “Strategic Partnership Agreement”).
(B)
Issue to Viking Four-Million-Seven-Hundred-Thousand (4,700,000) shares of its common stock, par value $0.01 in consideration for One Hundred Thousand (100,000) common stock of Renhuang Pharmaceuticals, Inc., (“Renhuang”) currently owned by Viking.
The determination of the amount of shares for value received by SinoCubate from Viking was based on the following:
(A)
For the issuance of the 15 million shares of common stock, Viking and SinoCubate decided arbitrarily that the issuance is fair value for the Strategic Partnership Agreement, including SinoCubate’s right to acquire from Viking, 25% of all potential future equity received by Viking from Chinese Clients.
(B)
For the issuance of the 4,700,000 shares of common stock, the amount of the shares was determined by dividing one share of common stock of Renhuang for 47 newly issued shares of common stock of SinoCubate. In determining the fair value of the exchange ratio of the shares, SinoCubate and Viking have taken into consideration among other things the December 30, 2008 released report by the Securities and Exchange Commission (SEC) on fair valuation. The SEC report recommends “improvements to existing practice including reconsidering the accounting for impairments and the development of additional guidance for determining fair value of investments in inactive markets”.
Prior to the issuance of the combined 15,000,000 and the 4,700,000 (19,700,000) newly issued shares of common stock of SinoCubate, Viking Investments owned 604,655 shares (approximately 60 %) of the then total issued and outstanding 995,655 shares of common stock of SinoCubate. After the issuance of the 19,700,000 shares, Viking owns 20,304,655 (approximately 98 %) of the total 20,695,655 issued and outstanding shares of common stock of SinoCubate.
On December 19, 2009 the Board of Directors of SinoCubate, Inc., determined the amount of shares to be issued by SinoCubate was fair and approved the issuance of the shares to Viking in exchange for the Renhuang shares, and taken into consideration the Strategic Partnership Agreement with Viking, adopted a resolution that SinoCubate is no longer a shell company, as the term is defined in Rule 12b-2 of the Securities Act.
SinoCubate is neither an underwriter as the term is defined in Section 2(a)(11) of the Securities Act of 1933. SinoCubate is not an investment company pursuant to the Investment Company Act of 1940. SinoCubate is not an investment adviser pursuant to the Investment Advisers Act of 1940. SinoCubate is not registered with FINRA or SIPC. SinoCubate is not an investment bank. SinoCubate provides consultant services in consideration for a fee.
Related Party Transaction
On December 19, 2009, Viking Investments, controlled and managed by Tom Simeo, SinoCubate’s Chairman, CEO and President, entered into an agreement related to the issuance 4,750,000 newly issued shares of SinoCubate’s common stock to Viking in exchange for One Hundred Thousand (100,000) shares of common stock of Renhuang Pharmaceuticals, Inc., (“Renhuang”) owned by Viking and 15,000,000 new shares of SinoCubate’s common stock to Viking in exchange for the Strategic Partnership Agreement referred to under Item 1.01 of this 8-K Current Report.
The amount of the newly issued shares issued in consideration for the 100,000 Renhuang shares, was determined by issuing 47 new shares for each share of Renhuang. The amount of the newly issued shares for the Strategic Partnership Agreement and the right to acquire from Viking, 25% of all potential future equity received by Viking from its Chinese Clients was arbitrarily negotiated between Viking Investments and SinoCubate.
A QUITTER NEVER WINS AND A WINNER NEVER QUITS. 
