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EX-32.1 - EXHIBIT 321 - SOCIAL CUBE INCexhibit321_ex32z1.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

(Amendment No. 2)

(Mark One)

 

 

R

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

 

 

For the fiscal year ended December 31, 2011

 

 

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: 0-24721


SOCIAL CUBE INC.

(Formerly Lexon Technologies, Inc.)

(Exact name of registrant as specified in its charter)


 

 

Delaware

87-0502701

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

 

5670 Wilshire Boulevard, Suite 760, Los Angeles, California

90036

(Address of principal executive offices)

(Zip Code)


Registrant’s telephone number, including area code: (323) 933-3500


Securities registered pursuant to Section 12(b) of the Act:


 

 

Title of each class

Name of each exchange on which registered

Common Stock

OTCBB


Securities registered pursuant to Section 12(g) of the Act:


Common Stock, par value $0.001 per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

oYes þNo


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

oYes þNo


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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. þ Yes o No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No



Page 1 of 47



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants 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.                                                               þ


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. (Check one):


 

 

 

 

 

 

 

Large accelerated filer

  

o

  

Accelerated filer

  

o

Non-accelerated filer

  

o (Do not check if a smaller reporting company)

  

Smaller reporting company

  

þ


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

oYes  þNo


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity as of April 13, 2012: $19,124,023 based on the average of the bid and asked price of $4.90 per share. The stock is thinly and sporadic traded, therefore, the bid and ask price may not be indicative of any actual value in the stock.


State the number of shares outstanding of each of the issuer’s classes of common equity, as of April 13, 2012: 9,992,535 shares of common stock, $0.001 par value.

DOCUMENTS INCORPORATED BY REFERENCE

None.



Explanatory Note


On April 16, 2012 and May 1, 2012, we filed our Annual Report on Form 10-K (the “10-K”) and an Amended Annual Report on Form 10-K/A (the “Amendment No 1.”), respectively, with the Commission for year ended December 31, 2012.  We are filing this Form 10-K/A, Amendment No.2, to  numerous spelling and formatting errors due to a corrupt Microsoft word document that we discovered after filing the Amendment No.1 to our 10-K filing.  Other than such corrections, there are no other changes made to the 10-K and the Amendment No.1, however, we are filing this amended 10-K in its entirety.



Page 2 of 47




SOCIAL CUBE INC.

10-K/A

(Amendment No. 2)


TABLE OF CONTENTS


Part I

 

 

 

 

 

Page

Item 1.

Business

3

Item 1A.

Risk Factors

5

Item 1B.

Unresolved Staff Comments

5

Item 2.

Properties

5

Item 3.

Legal Proceedings

5

Item 4.

[Removed and Reserved]

5



Part II

 

 

 

Item 5.

Market for Registrant’s Common Equity, related Shareholder Matters and Issuer Purchases of Equity Securities

7

Item 6.

Selected Financial Data

8

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

8

Item 7A.

Quantitative and Qualitative Disclosure about Market Risk

12

Item 8.

Financial Statements and Supplementary Data

13

Item 9.

Changes and Disagreements  with Accountants on Accounting and Financial Disclosure

34

Item 9A

Controls and Procedures

34

Item 9B

Other Information

35



Part III

 

 

 

Item 10

Directors, Executive Officers and Corporate Governance

36

Item 11

Executive Compensation

42

Item 12

Security Ownership of Certain Beneficial Owners, management and Related Stockholder Matters

43

Item 13

Certain Relationships and Related Transactions and Director Independence

45

Item 14

Principal Accounting Fees and Services

46

Item 15

Exhibits

47

 

Signatures

48





Page 3 of 47



PART I


Item 1.Business.


History and Development of the Company


Lexon Technologies, Inc. ("the Company", "Lexon" or “Social Cube”) was incorporated in April 1989 under the laws of state of Delaware, and owned 90.16% of Lexon Semiconductor Corporation ("Lexon Semi" or formerly known as Techone Co., Ltd ("Techone")) which had developed and manufactured Low Temperature Cofired Ceramic (LTCC) components, including LTCC wafer probe cards, LTCC circuit boards, LTCC Light Emitting Diode (LED) displays and related products for the semiconductor testing and measurement, custom Printed Circuit Board (PCB), and cellular phone industries.  


Initially registered as California Cola Distributing Company, Inc., the Company changed its name four times; first to Rexford, Inc. in October 1992, second to Lexon Technologies, Inc. in July 1999, third to Social Planet Inc. in January 2012 and to the current name Social Cube Inc. in February 2012.  From July 1999 through October 2009, the Company performed three reverse acquisitions and recapitalizations, which resulted in the change of the control of the Company each time.


On January 1, 2011, all assets and all of the liabilities of the Paragon Toner Division of Lexon were exchanged for existing Lexon shares, specifically 133,300,000 shares held by James Park and 66,700,000 shares held by Young Won.  The Internet properties namely 7inkjet.com, nanoninket.com and Yourcartidges.com remained with Lexon, and became the main operation of the Company.


The Company’s Board of Directors and a majority of shareholders on June 6, 2011 approved a reverse share split of the Company’s common stock at a ratio of 641:1 from 315,789,721 shares to 492,535issued and outstanding shares.


On October 3, 2011, Lexon entered into four subscription agreements: (1) Senderbell Holdings Limited subscribed to 900,000 common unregistered shares for $77,143; (2) Treasure Chest Holdings Limited subscribed to 900,000 common unregistered shares for $77,143; (3) Blueberry Enterprises Limited subscribed to 900,000 common unregistered shares for $77,143; and (4) Hockworth Holdings Limited subscribed to 800,000 common unregistered shares for $68,571.


On October 26, 2011, a shareholder resolution was executed to nominate and accept Byung Jin Kim, Eugene Lee and KyuSeok Lee as Directors (effective as of November 26, 2011) and to change the corporate name from Lexon to Social Planet Inc.


On November 23, 2011, the Company issued 6,000,000 shares of its common stock to Liveplex Co., Ltd. at a purchase price of approximately $0.417 per share for an aggregate of $2,500,000 representing approximately 60% of the total outstanding common stock.


On November 25, 2011, James Park, Young Won, Bong S. Park and Hyung Soon Lee resigned as the Directors and Officers of the Company.


In November 30, 2011, the Company acquired 335,574 shares of Asianet Co., Ltd. From Liveplex Co., Ltd., a parent company, for a consideration of $1,500,000.  As a result of this subscription, the Company owns 73% of Asianet Co., Ltd.


On December 30, 2011, a majority of the Company’s directors appointed Byung Jin Kim as Chief Executive Officer and Jonathan Lee as Chief Financial Officer of the Company effective as of January 1, 2012.



Page 4 of 47


On January 31, 2012, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation under the laws of the state of Delaware, changing the name of the Company from Lexon to Social Planet Inc.


On February 6, 2012, a majority of the Company’s directors and a majority of the Company’s shareholders approved changing the name of the Company from Social Planet Inc. to Social Cube Inc.


On February 16, 2012, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation under the laws of the state of Delaware, changing the name of the Company from Social Planet Inc. to Social Cube Inc.


The Financial Industry Regulatory Authority, Inc. (FINRA) approved the Company’s corporate name change to Social Cube Inc., effective as of March 28, 2012, and its ticker symbol change to “SOCC”, effective as of April 2, 2012.


Business Overview


Previous Business Model


Prior to the acquisition of a controlling interest of 60% of the common shares of Lexon by Liveplex Co., Ltd. on November 23, 2011, the Company was one of the first movers in recycling toner cartridges for laser printers, fax and multifunction copiers.  Lexon specialized in difficult to find toner as well as color and special niche cartridges with the capacity to manufacture 50,000 cartridges per month and recycle 350 different models of toner cartridges.  Lexon’s main clients included multinational companies such as Micro Center, Royal Imaging, Staples, Inc. and Royal Typewriter.  Lexon also operated an online website for the sale of its toner products and is also a supplier numerous independent online websites.


Current Business Model


After Liveplex Co., Ltd. obtained a 60% controlling interest of the Company, Social Cube has refocused itself as a holding company of social gaming and social networking companies.  Social Cube’s strategy is to grow both organically and by acquisition, and to leverage its existing network of social gaming and networking assets together with other social networking companies and their related technologies.


Our majority shareholder is Liveplex Co., Ltd., an on-line game developer and publisher in Korea, which is publicly listed on the Korea Securities Dealers Automated Quotations (KOSDAQ:050120), a trading board of the Korea Exchange (KRX).   Liveplex Co., Ltd. is a leading developer and service provider of massively multiplayer online role-playing games.


We conduct our business through two business segments as follows:


Asianet Co., Ltd.


We have a 73% ownership interest in Asianet Co., Ltd., which publishes the following game titles, primarily in the Philippines:  Dragona, Genghis Khan, Weapons of War, Cross Fire, Special Force, Twelve Sky 2 and iDate.  


Gameclub.com Inc.


We have a 100% ownership interest in Gameclub.com Inc., a privately held company incorporated in the state of California, which publishes online games in the United States.


While our chief decision makers monitor the revenue streams of our various products and services, operations are managed and financial performance is evaluated on a company-wide basis. Accordingly, we consider our operations to be aggregated in one reportable operating segment.



Page 5 of 47



Competition

We compete primarily with other online and social networking and MMORPG developers, publishers and operators in Asia and the United States.  These include, but are not limited to, Entertainment Arts Inc., Zynga Inc., Activision Blizzard, Inc., NCSoft Corporation and Perfect World Co., Ltd.  We compete on the basis of the quality or features of our online games, our operational infrastructure and expertise and our ability to enhance our players’ experience through social networking.


Our Employees

 

As of April 13, 2012, the Company employed two full-time employees.


Item 1a. Risk Factors.


Not Applicable.


Item 1B. Unresolved Staff Comments.


None.


Item 2. Properties.


The Company’s headquarters are located in Los Angeles, California.  The Company leases 2,119 square feet of office space at 5670 Wilshire Boulevard, Suite 760, Los Angeles, California 90036. The lease commenced on January 3, 2012 for a period of two years and the monthly rent is $5,297.50.


Item 3. Legal Proceedings.


To the best knowledge of management, there are no pending legal proceedings against us.


On July 14, 2008, Advanced Digital Technology Co. Ltd., a Korean corporation (“ADT”), filed a claim against Lexon and certain named individuals who are former and current officers of the Company.  The claim alleges breach of an agreement to settle an earlier dispute, involving ADT's investment of $150,000 in Lexon on or about January 16, 2007 and ADT's subsequent unilateral decision to rescind and demand a refund of this investment.  The total amount of damages claimed under the pending lawsuit is the investment amount of $150,000 plus filing costs, interest and attorney fees for an aggregate amount of $178,522. On November 9, 2010, judgment was entered against Lexon Technologies for the amount of $206,547.95.  On approximately November 23, 2011, this case was settled for $205,000.  This settlement effectively concludes this legal proceeding.


Item 4. [Removed And Reserved.]



Page 6 of 47



PART II


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


Bid and ask quotations for our common shares are routinely submitted by registered broker dealers who are members of the National Association of Securities Dealers on the NASD Over-the-Counter Electronic Bulletin Board. These quotations reflect inner-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The high and low bid information for our shares for each quarter for the last two years, so far as information is reported, through the quarter ended December 31, 2011, as reported by the Bloomberg Financial Network, are as follows:

Bid and ask quotations for our common shares are routinely submitted by registered broker dealers who are members of the National Association of Securities Dealers on the NASD Over-the-Counter Electronic Bulletin Board. These quotations reflect inner-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The high and low bid information for our shares for each quarter for the last two years, so far as information is reported, through the quarter ended December 31, 2011, as reported by the Bloomberg Financial Network, are as follows:


 

 

 

 

 

2011 FISCAL YEAR

 

High

 

Low

First Quarter

 

$5.99

 

$2.33

Second Quarter

 

$7.57

 

$2.52

Third Quarter

 

$6.63

 

$1.96

Fourth Quarter

 

$5.00

 

$0.05



 

 

 

 

 

2010 FISCAL YEAR

 

High

 

Low

First Quarter

 

$56.79

 

$15.78

Second Quarter

 

$49.22

 

$9.46

Third Quarter

 

$28.40

 

$7.57

Fourth Quarter

 

$16.91

 

$1.96


* The bid and ask quotations for fiscal year 2010 reflect a price post the reverse share split of the Company’s common stock at a ratio of 631:1 and do not take into consideration the 9,500,000 shares issued in our private offerings during fiscal year 2011.


Dividend Policy


We have never declared a cash dividend on our common stock and our Board ofDirectors does not anticipate that we will pay cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretionof  our  board  of  directors  and  will  depend  upon  our financial condition,operating results,  capital  requirements,  restrictions  contained  in  ouragreements  and  other  factors  which  our  Board  of Directors deems relevant.


Securities Authorized For Issuance Under Equity Compensation Plans


None.



Page 7 of 47



Recent Sales of Unregistered Securities


For the years ended December 31, 2011 and 2010, we issued the following securities without registration under the Securities Act of 1933, as amended. These securities were issued on the reliance of an exemption provided by Section 4(2) of the Securities Act.


On October 3, 2011, Lexon entered into four subscription agreements: (1) Senderbell Holdings Limited subscribed to 900,000 common unregistered shares for $77,143; (2) Treasure Chest Holdings Limited subscribed to 900,000 common unregistered shares for $77,143; (3) Blueberry Enterprises Limited subscribed to 900,000 common unregistered shares for $77,143; and (4) Hockworth Holdings Limited subscribed to 800,000 common unregistered shares for $68,571.


On November 23, 2011, the Company issued 6,000,000 shares of its common stock to Liveplex Co., Ltd. at a purchase price of approximately $0.417 per share for an aggregate of $2,500,000 representing approximately 60% of the total outstanding common stock.


Item 6.Selected Financial Data.


Not Applicable.


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


You should read this section together with our financial statementsand related notes thereto included elsewhere in this report.


We intend that our forward-looking statements be subject to the safe harbors created by the Securities and Exchange Act of 1934, as amended. The forward-looking statements are generally accompanied by words such as “intend,”  “anticipate,” “believe,” “estimate,” “expect” and other similar words and statements and variations or negatives of these words. Our forward-looking statements are based on current expectations, forecasts and assumptions and are subject to risks, uncertainties and changes in condition, significance, value and effect. Such risks, uncertainties and changes in condition, significance, value and effect could cause our actual results to differ materially from our anticipated outcomes. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. Therefore, we can give no assurance that the results implied by these forward-looking statements will be realized. The inclusion of forward-looking information should not be regarded as a representation by our company or any other person that the future events, plans or expectations contemplated by Social Cube Inc. will be achieved. We disclaim any intention or obligation to update or revise any forward-looking statements contained in the documents incorporated by reference herein, whether as a result of new information, future events or otherwise.


Overview


Lexon Technologies, Inc. ("the Company", "Lexon" or “Social Cube”) was incorporated in April 1989 under the laws of state of Delaware, and owned 90.16% of Lexon Semiconductor Corporation ("Lexon Semi" or formerly known as Techone Co., Ltd ("Techone")) which had developed and manufactured Low Temperature Cofired Ceramic (LTCC) components, including LTCC wafer probe cards, LTCC circuit boards, LTCC Light Emitting Diode (LED) displays and related products for the semiconductor testing and measurement, custom Printed Circuit Board (PCB), and cellular phone industries.  


Initially registered as California Cola Distributing Company, Inc., the Company changed its name four times; first to Rexford, Inc. in October 1992, second to Lexon Technologies, Inc. in July 1999, third to Social Planet Inc. in January 2012 and to the current name Social Cube Inc. in February 2012.  From July 1999 through October 2009, the Company performed three reverse acquisitions and recapitalizations, which resulted in the change of the control of the Company each time.



Page 8 of 47




On January 1, 2011, all assets and all of the liabilities of the Paragon Toner Division of Lexon were exchanged for existing Lexon shares, specifically 133,300,000 shares held by James Park and 66,700,000 shares held by Young Won.  The Internet properties namely 7inkjet.com, nanoninket.com and Yourcartidges.com remained with Lexon, and became the main operation of the Company.


The Company’s Board of Directors and a majority of shareholders on June 6, 2011 approved a reverse share split of the Company’s common stock at a ratio of 631:1 from 315,289,722 shares to 499,667 issued and outstanding shares.


On October 3, 2011, Lexon entered into four subscription agreements: (1) Senderbell Holdings Limited subscribed to 900,000 common unregistered shares for $77,143; (2) Treasure Chest Holdings Limited subscribed to 900,000 common unregistered shares for $77,143; (3) Blueberry Enterprises Limited subscribed to 900,000 common unregistered shares for $77,143; and (4) Hockworth Holdings Limited subscribed to 800,000 common unregistered shares for $68,571.


On October 26, 2011, a shareholder resolution was executed to nominate and accept Byung Jin Kim, Eugene Lee and KyuSeok Lee as Directors (effective as of November 26, 2011) and to change the corporate name from Lexon to Social Planet Inc.


On November 23, 2011, the Company issued 6,000,000 shares of its common stock to Liveplex Co., Ltd. at a purchase price of approximately $0.417 per share for an aggregate of $2,500,000 representing approximately 60% of the total outstanding common stock.


On November 25, 2011, James Park, Young Won, Bong S. Park and Hyung Soon Lee resigned as the Directors and Officers of the Company.


In November 30, 2011, the Company acquired 335,574 shares of Asianet Co., Ltd. From Liveplex Co., Ltd., a parent company, for a consideration of $1,500,000.


On December 30, 2011, a majority of the Company’s directors appointed Byung Jin Kim as Chief Executive Officer and Jonathan Lee as Chief Financial Officer of the Company effective as of January 1, 2012.


On January 31, 2012, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation under the laws of the state of Delaware, changing the name of the Company from Lexon to Social Planet Inc.


On February 6, 2012, a majority of the Company’s directors and a majority of the Company’s shareholders approved changing the name of the Company from Social Planet Inc. to Social Cube Inc.


On February 16, 2012, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation under the laws of the state of Delaware, changing the name of the Company from Social Planet Inc. to Social Cube Inc.


The Financial Industry Regulatory Authority, Inc. (FINRA) approved the Company’s corporate name change to Social Cube Inc., effective as of March 28, 2012, and its ticker symbol change to “SOCC”, effective as of April 2, 2012.



Page 9 of 47



Business Overview


Previous Business Model


Prior to the acquisition of a controlling interest of 60% of the common shares of Lexon by Liveplex Co., Ltd. on November 23, 2011, the Company was one of the first movers in recycling toner cartridges for laser printers, fax and multifunction copiers.  Lexon specialized in difficult to find toner as well as color and special niche cartridges with the capacity to manufacture 50,000 cartridges per month and recycle 350 different models of toner cartridges.  Lexon’s main clients included multinational companies such as Micro Center, Royal Imaging, Staples, Inc. and Royal Typewriter.  Lexon also operated an online website for the sale of its toner products and is also a supplier numerous independent online websites.


Current Business Model


After Liveplex Co., Ltd. obtained a 60% controlling interest of the Company, Social Cube has refocused itself as a holding company of social gaming and social networking companies.  Social Cube’s strategy is to grow both organically and by acquisition, and to leverage its existing network of social gaming and networking assets together with other social networking companies and their related technologies.


Our majority shareholder is Liveplex Co., Ltd., an on-line game developer and publisher in Korea, which is publicly listed on the Korea Securities Dealers Automated Quotations (KOSDAQ:050120), a trading board of the Korea Exchange (KRX).   Liveplex Co., Ltd. is a leading developer and service provider of massively multiplayer online role-playing games.


We conduct our business through two business segments as follows:


Asianet Co., Ltd.


We have a 73% ownership interest in Asianet Co., Ltd., which publishes the following game titles, primarily in the Philippines:  Dragona, Genghis Khan, Weapons of War, Cross Fire, Special Force, Twelve Sky 2 and iDate.  


Gameclub.com Inc.


We have a 100% ownership interest in Gameclub.com Inc., a privately held company incorporated in the state of California, which publishes online games in the United States.


While our chief decision makers monitor the revenue streams of our various products and services, operations are managed and financial performance is evaluated on a company-wide basis. Accordingly, we consider our operations to be aggregated in one reportable operating segment.




Page 10 of 47



Summary of Results


Revenues. Total revenues during the year ended December 31, 2011 were $580,119 compared to $4,182,950 for the year ended December 31, 2010.   


Operating Expenses. Total operating expenses during the year ended December 31, 2011 were $448,146 in selling, general and administrative expenses compared to $1,744,893 for the year ended December 31, 2010.  


Other Income (Expense). Other expenses for the year ended December 31, 2011 was $960,857which consisted of interest expense of $1,284, foreign currency translation loss of $9,005, loss on goodwill impairment of $940,733, loss on website impairment of $229,429, gain from the lawsuit settlement of $218,992 and interest income of $602, compared to $190,186 for the year ended in 2010 which consisted of interest expense of $56,329 and other income expense of $28,095.

 

Liquidity and Capital Resources


At December 31, 2011, we had current assets of $1,454,847 and current liabilities of $910,937, for positive working capital of $543,910. Current assets consisted solely of cash and cash equivalents, accounts receivables, note receivable, prepaid expenses and other current assets. We also had net property and equipment of $1,272,919, intangibles, net of amortization of $767,028.


Current liabilities at December 31, 2011, consisted of accounts payable of $723,569, current portion of loan payable of $126,650, current accrued expenses of $20,232, and other payables of $40,485, for total current liabilities of $910,937.  


For the year ended December 31, 2011, net cash flows provided by operating activities totaled $2,103,745, compared to net cash flows used in operating activities of $137,255 in the prior year.


For the year ended December 31, 2011, there was $2,119,436 cash provided by investing activities compared to the net cash used in investing activities of $52,000 for the prior year.


Net cash used in financing activities for the year ended December 31, 2011 was $424,364, compared to net cash provided by financing activities of $240,698 for the prior year.


Going forward, we expect to fund our business with our current business, financing from investment and borrowings.  To date, we have retained earnings of negative $2,533,848 and a working capital deficit of approximately $540,000 at December 31, 2011.



Off-balance Sheet Arrangement


We currently have no off-balance sheet arrangements.


Item 7a.Quantitative and Qualitative Disclosures about Market Risk.


Not Applicable.



Page 11 of 47



Item 8.Financial Statements and Supplemental Data.



SOCIAL CUBE INC.

10-K

TABLE OF CONTENTS

FINANCIAL STATEMENTS


 

 

 

Page

Report of independent registered public accounting firm

10

Balance Sheet as of December 31, 2011 and 2010

11

Statement of Operations for the years ended December 31, 2011 and 2010

13

Statement of Stockholders Equity for the years ended December 31, 2011 and 2010

14

Statement of Cash flows for the years ended December 31, 2011 and 2010

16

Footnotes to the Financial Statements

18



Page 12 of 47


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of Social Cube Inc.



We have audited the accompanying balance sheets of Social Cube Inc. (the “Company”) as of December 31, 2011 and 2010 and the related statements of operations, stockholders’ equity, and cash flows 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 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, such financial statements present fairly, in all material respects, the financial position of Social Cube Inc. as of December 31, 2011 and 2010, and the results of their operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 


/s/ Choi, Kim & Park LLP

 

Los Angeles, California

Certified Public Accountants

 

April 16, 2012



Page 13 of 47




SOCIAL CUBE INC.

Consolidated Balance Sheets

December 31, 2011 and 2010


 

 

 

 

 

 

 

 

 

 

ASSETS

 

December 31,

 

December 31,

 

 

  2011

 

2010

 

Current assets:

 

 

 

 

Cash and cash equivalents

$   418,891

 

$             10,218

 

Accounts receivable, net

417,110

 

276,764

 

Inventory

-

 

573,137

 

Prepaid expense

160,817

 

-

 

Other current assets

158,029

 

18,000

 

 

 

 

 

 

Total current assets

1,154,847

 

878,119

 

 

 

 

 

 

Due from related parties

-

 

138,000

 

 

 

 

 

 

Property and equipment, net

1,272,919

 

60,310

 

 

 

 

 

 

Other assets:

 

 

 

 

Intangibles, net of amortization

831,441

 

375,944

 

Security deposits

-

 

20,748

 

Other assets

-

 

-

 

Goodwill

-

 

3,214,289

 

 

 

 

 

 

Total other assets

767,028

 

3,610,981

 

 

 

 

 

 

Total Assets

$       3,259,208

 

$       4,687,410

 

 

 

 

 

 




Page 14 of 47


SOCIAL CUBE INC.

Consolidated Balance Sheets

December 31, 2011 and 2010


 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

December 31,

 

December 31,

 

 

  2011

 

2010

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

$           723,569

 

$           616,637

 

Due to related parties

-

 

91,960

 

Line of credit

-

 

450,000

 

Current portion of loan payable

126,650

 

-

 

Current portion of notes payable

-

 

65,778

 

Current portion of capital lease obligations

-

 

20,447

 

Accrued expenses

Bank overdraft

20,232

 -

 

317,694

20,454

 

Other payable

40,485

 

-

 

 

 

 

 

 

Total current liabilities

910,936

 

1,582,970

 

 

 

 

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

 

 

 

 

Loan payable, net of current portion

53,454

 

-

 

Notes payable, net of current portion

-

 

31,203

 

Capital lease obligations, net of current portion

-

 

9,863

 

Deferred rent

Settlement payable

-

-

 

42,900

206,548

 

Pension plan benefit obligation

92,062

 

-

 

 

 

 

 

 

Total long-term liabilities

145,516

 

290,514

 

 

 

 

 

 

Total liabilities

1,056,452

 

1,873,484

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

Common stock - $0.001 par value;

   2,000,000,000 shares authorized,

9,992,535and 510,789,721 shares issued and

       outstanding as of December 31, 2011 and 2010, respectively

9,993

 

510,790

 

Additional paid-in capital

4,489,701

 

3,088,905

 

Stock subscription receivable

(300,000)

 

(100,000)

 

Accumulated deficit

(1,979,240)

 

(685,769)

 

Other comprehensive income

17,935

 

-

 

Noncontrolling interest

35,633

 

 

 

Total stockholders’ equity

2,202,756

 

2,813,926

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

$        3,259,208

 

$       4,687,410

 


The accompanying footnotes are an integral part of these financial statements



Page 15 of 47



SOCIAL CUBE INC.

Consolidated Statements of Operations

For the Years Ended December 31, 2011and 2010


 

 

 

 

 

 

For the Years Ended

 

 

December 31,

 

 

2011

 

2010

 

 

 

 

 

 

Net sales

 

 

 

 

      Sales from toner cartridges

$               32,543

 

$             4,182,950

 

      Sales from game

547,576

 

-

 

 

 

 

 

 

Cost of goods sold

 

 

 

 

      Cost from toner cartridges

-

 

3,444,522

 

      Cost from game

450,942

 

-

 

 

 

 

 

 

Gross profits

129,177

 

738,428

 

 

 

 

 

 

Selling, general and administrative expenses

448,146

 

1,744,893

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

(318,969)

 

(1,006,465)

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

Gain on forgiveness of debt from discontinued operations

-

 

274,610

 

Gain from settlement

218,992

 

-

 

Interest income

602

 

-

 

Loss on website impairment

(229,429)

 

-

 

Loss on goodwill impairment

(940,733)

 

-

 

Interest expense

(1,284)

 

(56,329)

 

Foreign currency translation loss, net

(9,005)

 

-

 

Other income(expense), net

-

 

(28,095)

 

Net other income (expense)

(960,857)

 

190,186

 

 

 

 

 

 

 

 

 

 

 

Loss before income tax provision

(1,279,826)

 

(816,278)

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

-

 

-

 

Loss before noncontrolling interest in net loss of consolidated subsidiary

(1,279,826)

 

(816,278)

 

Less : Noncontrolling interest in net loss of consolidated subsidiary

(13,646)

 

-

 

 

 

 

 

 

Net loss

$            (1,293,472)

 

$              (816,278)

 

 

 

 

 

 

Loss per share

 

 

 

 

      Basic

$              (0.01)

 

$               (0.00)

 

    Diluted

$           (0.01)

 

$            (0.00)

 

 

 

 

 

 



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



Page 16 of 47




SOCIAL CUBE INC.

Consolidated Statement of Stockholders' Equity

For the Years Ended December 31, 2011 and 2010


 

 

 

 

 

 

 

 

 

 

Common Stock

Additional

Retained Earnings (Accumulated

Stock           Subscription Receivable

Other Comprehensive

Non-controlling

Total Stockholders’

 

Shares

Amounts

Paid-in

Deficit)

 

Income

Interest

Equity

 

 

 

Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2010

499,739,721

 $        499,740

 $       2,737,454

 $          130,510

 $       (100,000)

 -  

 -  

 $       3,267,704

Acquisition of intangibles with common stock

5,000,000

5,000

305,000

                            -   

                            -   

 -  

 -  

310,000

Issuance of common stock for professional services  

4,000,000

4,000

20,000

                            -   

                            -   

 -  

 -  

24,000

Issuance of common stock for professional services  

1,000,000

1,000

5,000

                            -   

                            -   

 -  

 -  

6,000

Private placement

300,000

300

5,700

                            -   

                            -   

 -  

 -  

6,000

Private placement

250,000

250

4,750

                            -   

                            -   

 

 -  

5,000

Stock award

500,000

500

11,000

                            -   

                            -   

 -  

 

11,500

Distributions to stockholders

                            -   

                            -   

                            -   

                            -   

                            -   

 -  

 -  

                            -   

for the year 2010

                            -   

                            -   

                            -   

                            -   

                            -   

 -  

 -  

                            -   

Net loss for 2010

                            -   

                            -   

                            -   

            (816,278)

                            -   

 -  

 -  

           (816,278)

Balance at December 31, 2010

510,789,721

510,790

3,088,905

(685,768)

(100,000)

-

-

2,813,926

 

 

 

 

 

 

 

 

 

Cancellation for Paragon sales

(200,000,000)

(200,000)

(1,700,000)

-

-

-

-

(1,900,000)

Acquisition of intangibles with common stock

5,000,000

5,000

18,500

-

-

-

-

23,500

Reverse split

        (315,297,186)

         (315,297)

291,796

                            -   

                            -   

 -  

 

             (23,501)

Subscription receivable

                            -   

                            -   

                            -   

                            -   

100,000

  -  

  -  

100,000

Subscription receivable

  -  

  -  

  -  

  -  

          (300,000)

  -  

  -  

           (300,000)

Issuance of common stock for subscription agreements

9,500,000

9,500

2,790,500

-

-

-

-

2,800,000

Distributions to stockholders for the year 2011

-

-

-

-

-

-

-

-

Foreign Currency Translation

                            -   

                            -   

                            -   

  -

                            -   

17,935

                (49,279)

             (31,344)

 

 

 

 

 

 

 

 

 

Net loss for the year 2011

                            -   

 -  

  -  

         (1,293,472)

                            -   

  -  

13,646

        (1,279,826)

Balance December 31, 2011

9,992,535

 $            9,993

 $       4,489,701

 $      (1,979,240)

 $       (300,000)

 $               17,935

 $             (35,633)

 $       2,202,756


The accompanying footnotes are an integral part of these financial statements



Page 17 of 47




 

 

 

SOCIAL CUBE INC.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2011 and 2010

 

 

 

 

2011

2010

Cash flows from operating activities:

 

 

Net loss

 $           (1,293,472)

 $              (816,278)

Adjustments to reconcile net income

 

 

to net cash provided by (used in) operating activities:

 

 

 

 

 

Non-controlling interest

                     13,646

 -

Bad debt expense

 -

                     59,765

Depreciation and amortization

                   159,239

                   262,504

Gain on forgiveness of debt from discontinued operations

 -

                 (274,610)

Gain from settlement

                 (218,667)

 -

Stock award to Employee

 -

                       5,500

Stock issued for Professional Service

 -

                     36,000

Loss on goodwill impairment

                   940,733

 -

Loss on website impairment

                   229,194

 -

Changes in assets and liabilities:

 

 

Accounts receivable

                 (140,346)

                   132,291

Inventory

                   573,137

                   265,083

Goodwill

                2,273,556

 -

Other current assets

                 (300,846)

  -  

Other assets

                     20,748

     -  

Accounts payable

                   106,932

                     64,003

Accrued expenses

                 (297,462)

                   206,949

Settlement payable

                     12,119

                   206,548

Other liabilities

                   132,547

  -  

Deferred rent

                   (42,900)

                   (10,498)

Total adjustments

                3,461,630

                   953,533

Net cash provided by operating activities

                2,168,158

                   137,255

 

 

 

Cash flows from investing activities:

 

 

Due from related party

                   138,000

                     52,000

Due to related party

                     34,690

 -

Sale of property

                     60,310

  -  

Acquisition of property

              (1,284,513)

  -  

Acquisition of intangible

                 (832,336)

  -  

Net cash provided by (used in) investing activities

              (1,883,849)

                     52,000

 

 

 

Cash flows from financing activities:

 

 

Bank overdraft

                   (20,454)

                     20,454

Net payments on notes payable

                   (43,527)

                 (252,013)

Payments on line of credit

                 (450,000)

 

Payments on capital lease obligations

                   (30,311)

                   (20,139)

Issuance of common stock

                   899,999

                     11,000

Foreign currency translation adjustment

                   (31,344)

  -  

Stock subscription receivable

                 (200,000)

                     -

Net cash provided by (used in) financing activities

                   124,364

                 (240,698)

Net increase (decrease) in cash

                   408,673

                   (51,443)

Cash at beginning of year

                     10,218

                     61,661

Cash at end of year

 $                418,891

 $                  10,218

 

 

 

 

 

 

Supplemental disclosures:

 

 

Cash paid during the year:

 

 

Interest expense

$1,284

$56,329

 

 

 

Noncash investing and financing activities:

 

 

Conversion of line of credit to note payable

$              -                

$310,000


The accompanying footnotes are an integral part of these financial statements



Page 18 of 47




 Social Cube Inc.

Notes to Financial Statements

For The Years Ended December 31, 2011 and 2010


Notes 1- GENERAL

The Company


Lexon Technologies, Inc. ("the Company", "Lexon" or “Social Cube”) was incorporated in April 1989 under the laws of state of Delaware, and owned 90.16% of Lexon Semiconductor Corporation ("Lexon Semi" or formerly known as Techone Co., Ltd ("Techone")) which had developed and manufactured Low Temperature Cofired Ceramic (LTCC) components, including LTCC wafer probe cards, LTCC circuit boards, LTCC Light Emitting Diode (LED) displays and related products for the semiconductor testing and measurement, custom Printed Circuit Board (PCB), and cellular phone industries.  


Initially registered as California Cola Distributing Company, Inc., the Company changed its name four times; first to Rexford, Inc. in October 1992, second to Lexon Technologies, Inc. in July 1999, third to Social Planet Inc. in January 2012 and to the current name Social Cube Inc. in February 2012.  From July 1999 through October 2009, the Company performed three reverse acquisitions and recapitalizations, which resulted in the change of the control of the Company each time.


On January 1, 2011, all assets and all of the liabilities of the Paragon Toner Division of Lexon were exchanged for existing Lexon shares, specifically 133,300,000 shares held by James Park and 66,700,000 shares held by Young Won.  The Internet properties namely 7inkjet.com, nanoninket.com and Yourcartidges.com remained with Lexon, and became the main operation of the Company.


The Company’s Board of Directors and a majority of shareholders on June 6, 2011 approved a reverse share split of the Company’s common stock at a ratio of 631:1 from 315,289,722 shares to 499,667 issued and outstanding shares.


On October 3, 2011, Lexon entered into four subscription agreements: (1) Senderbell Holdings Limited subscribed to 900,000 common unregistered shares for $77,143; (2) Treasure Chest Holdings Limited subscribed to 900,000 common unregistered shares for $77,143; (3) Blueberry Enterprises Limited subscribed to 900,000 common unregistered shares for $77,143; and (4) Hockworth Holdings Limited subscribed to 800,000 common unregistered shares for $68,571.


On October 26, 2011, a shareholder resolution was executed to nominate and accept Byung Jin Kim, Eugene Lee and KyuSeok Lee as Directors (effective as of November 26, 2011) and to change the corporate name from Lexon to Social Planet Inc.


On November 23, 2011, the Company issued 6,000,000 shares of its common stock to Liveplex Co., Ltd. at a purchase price of approximately $0.417 per share for an aggregate of $2,500,000 representing approximately 60% of the total outstanding common stock.


On November 25, 2011, James Park, Young Won, Bong S. Park and Hyung Soon Lee resigned as the Directors and Officers of the Company.


Pursuant to a share subscription agreement dated November 30, 2011, the Company subscribed to 335,574 shares of Asianet Co., Ltd., a company incorporated in the Republic of Korea, for a consideration of $1,500,000.  As a result of this subscription, the Company owns 73% of Asianet Co., Ltd.


On December 30, 2011, a majority of the Company’s directors appointed Byung Jin Kim as Chief Executive Officer and Jonathan Lee as Chief Financial Officer of the Company effective as of January 1, 2012.



Page 19 of 47


Social Cube Inc.

Notes to Financial Statements

For The Years Ended December 31, 2011 And 2010 – (Cont’d)


On January 31, 2012, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation under the laws of the state of Delaware, changing the name of the Company from Lexon to Social Planet Inc.


On February 6, 2012, a majority of the Company’s directors and a majority of the Company’s shareholders approved changing the name of the Company from Social Planet Inc. to Social Cube Inc.


On February 16, 2012, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation under the laws of the state of Delaware, changing the name of the Company from Social Planet Inc. to Social Cube Inc.


The Financial Industry Regulatory Authority, Inc. (FINRA) approved the Company’s corporate name change to Social Cube Inc., effective as of March 28, 2012, and its ticker symbol change to “SOCC”, effective as of April 2, 2012.


Business Overview


Previous Business Model


Prior to the acquisition of a controlling interest of 60% of the common shares of Lexon by Liveplex Co., Ltd. on November 23, 2011, the Company was one of the first movers in recycling toner cartridges for laser printers, fax and multifunction copiers.  Lexon specialized in difficult to find toner as well as color and special niche cartridges with the capacity to manufacture 50,000 cartridges per month and recycle 350 different models of toner cartridges.  Lexon’s main clients included multinational companies such as Micro Center, Royal Imaging, Staples, Inc. and Royal Typewriter.  Lexon also operated an online website for the sale of its toner products and is also a supplier numerous independent online websites.


Current Business Model


After Liveplex Co., Ltd. obtained a 60% controlling interest of the Company, Social Cube has refocused itself as a holding company of social gaming and social networking companies.  Social Cube’s strategy is to grow both organically and by acquisition, and to leverage its existing network of social gaming and networking assets together with other social networking companies and their related technologies.


Our majority shareholder is Liveplex Co., Ltd., an on-line game developer and publisher in Korea, which is publicly listed on the Korea Securities Dealers Automated Quotations (KOSDAQ:050120), a trading board of the Korea Exchange (KRX).   Liveplex Co., Ltd. is a leading developer and service provider of massively multiplayer online role-playing games.


We conduct our business through two business segments as follows:


Asianet Co., Ltd.


We have a 73% ownership interest in Asianet Co., Ltd., a privately held company incorporated in the Republic of Korea, which publishes the following game titles, primarily in the Philippines:  Dragona, Genghis Khan, Weapons of War, Cross Fire, Special Force, Twelve Sky 2 and iDate.


Gameclub.com Inc.


We have a 100% ownership interest in Gameclub.com Inc., a privately held company incorporated in the state of California, which publishes online games in the United States.



Page 20 of 47


Social Cube Inc.

Notes to Financial Statements

For The Years Ended December 31, 2011 And 2010 – (Cont’d)


Note 2 - Summary of Significant Accounting Policies


This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements.  The financial statements and notes are representations of the Company’s

management, who is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.


Use of Estimates


The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are primarily used for depreciation of property and equipment, amortization of intangible assets, allowances for doubtful accounts and inventory valuation. Actual results could differ from those estimates.


Revenue Recognition


The Company recognizes revenues from product sales when earned. Specifically, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred (or services have been rendered), the price is fixed or determinable, and collectability is reasonably assured. Revenue is not recognized until title and risk of loss have transferred to the customer. The shipping terms for the majority of the Company’s revenue arrangements are FOB (free on board) destination. Revenue is recorded net of customer returns, allowances and discounts that occur under arrangements established with customers.


Online game revenue


We derive, and expect to continue to generate, most of our revenues from online game subscription revenue generated in the countries where our games are offered by us.We recognize revenue in accordance with Accounting Standard Codification (ASC) 605, Revenue Recognition and other related pronouncements. Online game revenue is deferred until prepaid subscription cards are consumed by users.


Cash and Cash Equivalents


The Company considers all highly liquid investments purchased with original maturities of three months or less to be categorized as cash and cash equivalents.


Allowance for Doubtful Accounts


The allowance for doubtful accounts is computed based upon the management’s estimate of uncollectible accounts and historical experience.  The Company performs ongoing credit evaluations of its customers to estimate potential credit losses.  Amounts are written off against the allowance in the period the Company determines that the receivable is uncollectible. As a result, there was no write-off for the years ended December 31, 2011 and 2010, respectively. The allowance for doubtful accounts is $0 and $145,376 as of December 31, 2011 and 2010, respectively.


Inventory


Inventory is stated at the lower of cost or market.  Cost is determined by the first-in, first-out (FIFO) method.  Appropriate consideration is given to obsolescence, slow moving items and other factors in evaluating net realizable value.  



Page 21 of 47



Social Cube Inc.

Notes to Financial Statements

For The Years Ended December 31, 2011 And 2010 – (Cont’d)


Property and Equipment


Property and equipment are stated at cost. The straight-line method is used to calculate depreciation over their estimated useful lives ranging as follows:


 

 

 

Automobile

 

3 to 5 years

Furniture & fixture

 

4 to 7 years

Leasehold improvement

 

5 years

Machinery and equipment

 

4 to 5 years



Leasehold improvements are depreciated to expense over the shorter of the life of the improvement or the remaining lease term. Capital expenditures that enhance the value or materially extend the useful life of the related assets are reflected as additions to property and equipment. Expenditures for repairs and maintenance are charged to expense as incurred. Upon a sale or disposition of assets, a gain or a loss is included in the statement of operations.


Impairment of Long-lived Assets


The Company periodically reviews the recoverability of its long-lived assets using the methodology prescribed in accounting guidance now codified as FASB ASC Topic 360, “Property, Plant and Equipment.” The Company also reviews these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted future net cash flows from the operations to which the assets relate, based on management’s best estimates using appropriate assumptions and projections at the time, to the carrying amount of the assets. If the carrying value is determined not to be recoverable from future operating cash flows, the asset is deemed impaired and an impairment loss is recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the asset. In management’s opinion, no such impairment existed as of December 31, 2011 and 2010.


Goodwill - The Company accounts for intangible assets in accordance with the ASC 350, Intangibles - Goodwill and Other. ASC 350 requires that goodwill no longer be amortized, but instead be tested for impairment at least annually. Additionally, ASC 350 requires that recognized intangible assets be amortized over their respective estimated lives and reviewed for impairment in accordance with ASC 360, Property, Plant, and Equipment. Any recognized intangible assets determined to have an indefinite useful lives will not be amortized, but instead tested for impairment until its life is determined to no longer be indefinite. ASC 350 requires that the values of intangible assets be tested for impairment on at least an annual basis, by comparing the fair value of the assets to their carrying amounts. As a result of the impairment testing, the Company determined that existing goodwill was significantly impaired due to sales of Paragon Toner division. In addition, the Company recognized goodwill from acquisition of Gameclub. Goodwill amount was $0 and $3,214,289 as of December 31, 2011 and 2010, respectively.

Accrued Expenses


The Company’s accrued expenses consist of amounts payable for professional fee and interest.


Deferred Rent


The Company recognizes rent expense equal to the total of the payments and free rent received due over the lease term, divided by the number of months of the lease term applying the straight-line method. The difference between rent expense recorded and the amount paid is credited or charged to deferred rent.



Page 22 of 47


Social Cube Inc.

Notes to Financial Statements

For The Years Ended December 31, 2011 And 2010 – (Cont’d)


Shipping and Handling


Certain shipping and handling fees are charged to customers and these are classified as revenue. The costs associated with all shipping to customers are recorded as operating expenses. Shipping expenses for the years ended December 31, 2011 and 2010 amounted to$0 and $148,987, respectively.


Income Taxes


The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, 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 and net operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realization of deferred tax assets is evaluated based on a “more likely than not” standard, and to the extent this threshold is not met, a valuation allowance is recorded. See Note 21 Income Taxes for more information about the Company’s income taxes.


 Fair Value Measurements

Our financial instruments consist of note receivable and accounts receivable. Note receivable and accounts receivable, net, are stated at their carrying value, which approximates fair value due to the short time to expected receipt of cash.


Recent Accounting Pronouncements


In May 2011, the FASB issued an update to the accounting rules for fair value measurement to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards ("IFRS"). This update changes certain fair value measurement principles and enhances the disclosure requirements for fair value measurements. This update does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards within U.S. GAAP or IFRS. This update is effective for interim and annual periods beginning after December 15, 2011 and is applied prospectively. The adoption of this update on January 1, 2012 will not have a material impact on the consolidated financial statements.


In June 2011, the FASB issued new guidance regarding the presentation of comprehensive income. This guidance eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholder’s equity and requires that all changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance is effective retrospectively for fiscal years, and interim periods within those fiscal year, beginning after December 15, 2011 with early adoption permitted.


In September 2011, the FASB issued new guidance addressing the valuation process for goodwill. This guidance provides the ability to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under this guidance, an entity will no longer be required to calculate the fair value of a reporting unit unless it determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted.



Page 23 of 47


Social Cube Inc.

Notes to Financial Statements

For The Years Ended December 31, 2011 And 2010 – (Cont’d)


Note 3 – Sales of Paragon Toner Division


On January 1, 2011, all of the assets and all of the liabilities of the Paragon Toner Division of Lexon Technologies Inc. were exchanged for existing Lexon Technologies Inc. shares specifically 166,300,000 shares held by James Park and 66,700,000 shares held by Young Won. There is no gain or loss recognized as a result of this transaction.



Note 4 – Services Contract


On January 1, 2011, Lexon and Paragon have decided to enter into contractual relationship regarding Lexon’s internet properties. Lexon has subcontracted all of the operational activities to Paragon Toner including but not limited to billing, collection, maintenance of website, advertising and all other activities related to the operation of the Websites. In return for the operation of the Websites, Paragon hereby agrees to pay to Lexon the agreed amount of 15% of all revenues generated from the Websites. This agreement shall be enforceable between the Parties for a period of 2 years from the date of agreement. However, it is subject to renegotiation at end of each year.


Note 5 – Reverse Stock Split


On June 6, 2011, the Company effectuated a reverse stock split of issued and outstanding Common Stock by changing and reclassifying each 631 shares of issued and outstanding common stock, par value $0.001 per share into 1 fully paid and non-assessable share of Common Stock.


Note 6 – Issuance of Stock


On November 23, 2011, the Company issued 6,000,000 shares of its common stock to Liveplex Co. Ltd. pursuant to Section 4(2) of the Securities Act of 1933 at a purchase price of approximately $0.417 per share for an aggregate of $2,500,000 representing approximately 60% of the total outstanding 9,992,535 shares of common stock.


On November 23, 2011, pursuant to the Subscription Agreements and the closing conditions thereof executed on October 5, 2011 as described in an 8-K Filing (October 5, 2011) and pursuant to Section 4(2) of the Securities Act of 1933, 900,000 shares were issued to Senderbell Holdings Limited at a purchase price of $77,143.00 representing approximately 9% of the total outstanding 9,992,535shares of common stock. 900,000 shares were issued to Treasure Chest Holdings Limited at a purchase price of $77,143.00 representing approximately 9% of the total outstanding 9,992,535shares of common stock. 900,000 shares were issued to Blueberry Enterprise Limited at a purchase price of $77,143.00 representing approximately 9% of the total outstanding 9,992,535shares of common stock. 800,000 shares were issued to Hockwork Holding Limited at a purchase price of $68,571.00 representing approximately 8% of the total outstanding 9,992,535 shares of common stock.


Note 7 – Change of Corporate Name


InOctober2011, the name of Company was changed from Lexon Technologies Inc. to Social Planet Inc.  The name of the Company was later changed from Social Planet Inc. to Social Cube Inc. in February 2012.



Page 24 of 47


Social Cube Inc.

Notes to Financial Statements

For The Years Ended December 31, 2011 And 2010 – (Cont’d)



Note 8 – Subscription to Asia Net Inc.


On November 30, 2011. The Company has subscribed to 335,574 shares of Asia Net Inc for consideration of $ 1,500,000, a company incorporated in the Republic of Korea for a purchase price. The Company as a result of such subscription owns approximately 73% of the Asia Net Inc.




Note 9 – Accounts Receivable


As of December 31, the Company has accounts receivables as follows:


 

 

 

 

 

2011

 

2010

Receivable from game sales

$     414,988

 

$      422,140

Other receivable

2,122

 

-

 

417,110

 

422,140

Less: Allowance for bad debt expense

-

 

(145,376)

Accounts payable, net

$    417,110

 

$    276,764


Note 10 – Notes Receivable


Pursuant to subscription agreements on October 3, 2011, investments were paid in the promissory note for a term of 6 months.


Note 11 - Inventory


Inventory consists of the following at December 31:


 

 

 

 

 

2011

 

2010

 

 

 

 

Finished goods

$                               -

 

$                 335,084

Raw materials

-

 

273,039

 

-

 

608,123

Less: Inventory reserve

-

 

(34,986)

Total

$                              -

 

$                557,137


There was no reserve for slow moving and obsolete inventory as cost of goods sold in both of 2011 and 2010. Overhead allocated to the inventory amounted to$0 and $73,219 for the years ended December 31, 2011 and 2010, respectively.


Note 12 – Prepaid expense


The Company’s prepaid expenses consist of amounts prepaid for license, equipment rental, webpage, and design of Company’s logo.




Page 25 of 47



Social Cube Inc.

Notes to Financial Statements

For The Years Ended December 31, 2011 And 2010 – (Cont’d)


Note 13- Property and Equipment


Property and equipment consist of the following as of December 31:


 

 

 

 

 

2011

 

2010

 

 

 

 

Automobile

$             145,121

 

$              34,092

Furniture and fixture

-

 

53,388

Leasehold improvement

-

 

5,060

Machinery and equipment

1,317,559

 

439,030

 

1,317,825

 

531,570

Less: Accumulated depreciation

(189,762)

 

(471,260)

 

 

 

 

Property and equipment, net

$         1,272,919

 

$              60,310


Depreciation expense amounted to $11,595and $52,082 for the years ended December 31, 2011 and 2010, respectively.


Note 14 - Intangibles


Intangibles consist of the following as of December 31:


 

 

 

 

 

2011

 

2010

 

 

 

 

Software

$        54,910

 

-

License

767,249

 

-

Flash Game

1,597

 

-

Website

-

 

$       375,944

 

823,756

 

375,944

Less: Accumulated amortization

(56,727)

 

(   )

 

 

 

 

Intangibles, net

$      767,028

 

$      375,944


The Company amortizes its website over the estimated useful life of three years. Amortizable intangible assets are tested for impairment when impairment indicators are present, and, if impaired, written down to fair value based on either discounted cash flows or appraised values. As a result of the impairment testing, the Company determined that website was significantly impaired due to sales of Paragon Toner division. Website amount was $0 and $375,994 as of December 31, 2011 and 2010, respectively. In addition, software, license, and flash game are amortized over estimated useful life of four years.



Page 26 of 47


Social Cube Inc.

Notes to Financial Statements

For The Years Ended December 31, 2011 And 2010 – (Cont’d)


Note 15- Transactions with Related Parties


Due from related parties


Advances to family members of the stockholder are unsecured, non-interest bearing and due on demand. The Company has $0 and $138,000 due from related parties as of December 31, 2011 and 2010, respectively.


Due to related parties


As of December 31, interest bearing notes payable to related parties consisting of the following:


 

 

 

 

 

 

 

2011

 

2010

 

 

 

 

 

Unsecured note payable to a shareholder, with interest at 7.5% per annum. Note is in default and is payable on demand.

 

-

 

$       5,000

 

 

 

 

 

Expired convertible debt issued to a former employee, with interest at 7.5% per annum. The conversion maturity date was in October 2004. The note is payable on demand.

 

-

 

30,000

 

 

 

 

 

Expired convertible debt issued to a Director, with interest at 7.5% per annum. The conversion maturity date was in October 2005. The note is payable on demand.

 

-

 

56,960

 

 

 

 

 

Total notes payable

 

-

 

$     91,960


Note 16-Line of Credit


The Company had a line of credit with a bank with a maximum borrowing limit of $450,000. The outstanding balance was $0 and $450,000 as of December 31, 2011 and 2010, respectively.


The Company incurred interest expenses on this line of credit of $0and $33,547for the years ended December 31 2011 and 2010, respectively.


Note 17 – Loan Payable


As of December 31, the Company has loan payable as follows:


 

 

 

 

 

 

 

2011

 

2010

 

 

 

 

 

A auto loan payable to a bank, due in monthly installments of $1,346, including interest at 4.39% as of December 31, 2011. The final payment for the loan is scheduled on June 27, 2016.

 

$     180,104

 

-

 

 

 

 

 

Less: Current portion

 

(126,650)

 

-

 

 

 

 

 

Loan payable, net of current

 

$    53,454

 

-





Page 27 of 47



Social Cube Inc.

Notes to Financial Statements

For The Years Ended December 31, 2011 And 2010 – (Cont’d)


Note 18 – Notes Payable


As of December 31, 2010, the Company had long term notes payable as follows:


 

 

 

 

 

 

 

2011

 

2010

 

 

 

 

 

A note payable to a bank, due in monthly installments of $2,931, including interest at the bank’s prime plus 1.25% (4.50% as of December 31, 2010). The note matures in May 2011, and is collateralized by substantially all the assets of the Company. The note is subject to various restrictive covenants, including maintenance of financial ratios at all times.  

 

$                  -

 

$     14,423

 

 

 

 

 

 

 

 

 

 

A note payable to a bank, due in monthly installments of $4,587, including interest at the bank’s prime plus 3% (6.25% as of December 31, 2010). The note matures in January 2012, and is collateralized by substantially all the assets of the Company.

 

-

 

82,539

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total notes payable

 

-

 

96,962

 

 

 

 

 

Less: Current portion

 

-

 

(65,778)

 

 

 

 

 

Notes payable, net of current

 

$                   -

 

$     31,203


Total interest expenses from the notes payable were $0and $8,411 for the years ended December 31, 2011 and 2010, respectively.



Note 19 - Capital Lease Obligations


The Company entered into numerous capital lease agreements with leasing companies to purchase certain equipment and transportation vehicles.  As of December 31, these assets are carried as follows:  


 

 

 

 

 

2011

 

2010

 

 

 

 

Equipment

-

 

$              162,889

 Transportation vehicles

-

 

32,800

Less: Accumulated depreciation

  -

 

(190,340)

 

-

 

$                5,349




Page 28 of 47


Social Cube Inc.

Notes to Financial Statements

For The Years Ended December 31, 2011 And 2010 – (Cont’d)


The related future minimum lease payments under the capital lease obligations are as follows at December 31:

 

 

 

 

 

2011

 

2010

 

 

 

 

Total minimum lease payments

 

 

$             34,868

Less: Amount representing interest

-

 

(4,558)

Present value of net minimum lease payments

-

 

30,310

 

 

 

 

Less: Current portion

-

 

(20,447)

 

 

 

 

Capital lease obligations, net of current portion

-

 

$             9,863


Total interest expenses from the capital lease obligations were $0 and $7,680for the years ended December 31, 2011 and 2010, respectively.


Note 20 - Commitments and Contingencies


Legal Proceedings


On July 14, 2008, Advanced Digital Technology Co. Ltd., a Korean corporation (“ADT”), filed a claim against Lexon and certain named individuals who are former and current officers of the Company.  The claim alleges breach of an agreement to settle an earlier dispute, involving ADT's investment of $150,000 in Lexon on or about January 16, 2007 and ADT's subsequent unilateral decision to rescind and demand a refund of this investment.  The total amount of damages claimed under the pending lawsuit is the investment amount of $150,000 plus filing costs, interest and attorney fees for an aggregate amount of $178,522.  On November 9, 2010, judgment was entered against Lexon Technologies for the amount of 206,547.95.  On approximately November 23, 2011, this case was settled for $205,000.  This settlement effectively concludes this legal proceeding.



Operating lease


The Company leases its warehouse and office from a non-affiliate.  Future minimum rental payments under these leases as of December 31, 2011 are as follows:


 

 

 

  Years ending December 31,

Amount

 

 

 

 

2012

$                 84,570

 

2013

65,477

 

Total

$               150,047

 



Rent expenses amounted to $5,231 and $239,612 for the years ended December 31, 2011 and 2010, respectively. The Company allocated $0 and $214,962 of rent expenses to cost of goods sold for the years ended December 31, 2011 and 2010, respectively.



Page 29 of 47



Social Cube Inc.

Notes to Financial Statements

For The Years Ended December 31, 2011 And 2010 – (Cont’d)


Note 21 - Income Taxes

 

Significant components of deferred tax assets are as follows:

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Loss carry forwards

 

$

2,281,612

 

$

2,179,612

 

Other

 

229,720

 

229,720

 

Total deferred tax asset

 

2,5111,332

 

2,409,332

 

 

 

 

 

 

 

Valuation allowance

 

(2,511,332

)

(2,409,332

)

Total deferred tax asset, net

 

$

-

 

$

-

 

 

 As of December 31, 2011, the Company had approximately $3,100,000 of net operating loss (“NOL”) carryforwards for U.S. federal income tax purposes expiring in 2020 through 2030. In addition, the Company has California state NOL carryforwards of approximately $2,700,000 expiring in 2013 through 2020.  


The ability to realize the tax benefits associated with deferred tax assets, which includes benefits related to NOL’s, is principally dependent upon the Company’s ability to generate future taxable income from operations.  The Company has provided a full valuation allowance for its net deferred tax assets due to the Company’s net operating losses.  The valuation allowance has increased by $102,000 during 2011.


Section 382 of the Internal Revenue Code (“IRC”) imposes limitations on the use of NOL’s and credits following changes in ownership as defined in the IRC. The limitation could reduce the amount of benefits that would be available to offset future taxable income each year, starting with the year of an ownership change.


Note 22 — Subsequent Events


Management has evaluated subsequent events through the date of issuance of the financial data included herein. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-K or would be required to be recognized in the Consolidated Financial Statements as of December 31, 2011.




Page 30 of 47



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


None.


Item 9a.Controls and Procedures.


(a)

Evaluation of Disclosure Controls and Procedures

 

We do not maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Securities Exchange Act, of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.


As required by Rules 13a-15(b) of the Exchange Act, an evaluation as of December 31, 2011 was conducted under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2011 for the reasons discussed below.  

 

(b)

Report of Management on Internal Control over Financial Reporting

 

We are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management including our of our chief executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO


Based on our evaluation under the Internal Control-Integrated Framework, our chief executive officer and chief financial officer concluded that our internal control over financial reporting were not effective as of December 31, 2011 for the following reasons:


1. We do not yet have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act and will be applicable to us for the year ending December 31, 2011. The Certifying Officers evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.


2. We do not have a sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. The Certifying Officers evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.



Page 31 of 47



To remediate the material weaknesses in our disclosure controls and procedures identified above, in addition to working with our independent auditors, we have continued to refine our internal procedures to begin to implement segregation of duties and to prepare a written documentation of our internal control policies and procedures.


This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.


(c)

Changes in Internal Control over Financial Reporting

 

There have been no other changes in our internal control over financial reporting that occurred during the period covered by this Annual Report on Form 10-K for the year ended 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Item 9b.Other Information.


None.



Page 32 of 47




PART III


 

Item 10.

    Directors, Executive Officers and Corporate Governance

Directors and Executive Officers


The following table sets forth certain information relating to our directors and executive officers as of April 13, 2012. The business address of all of our directors and executive officers is our registered office at 5670 Wilshire Boulevard, Suite 760, Los Angeles, CA 90036.


 

 

 

 

 

Name

 

Age

 

Position

 

 

 

 

 

Byung Jin Kim

 

35

 

Chief Executive Officer and Chairman of the Board of Directors

Eugene Lee

 

35

 

Director

Jonathan Lee

KyuSeok Lee             

 

39

41

 

Chief Financial Officer

Director


Byung Jin Kim has been a Director and Chairman of the Board of Directors of the Company since November 2011 and the Chief Executive Officer of the Company since January 2012.  Mr. Kim is also serving as the Chairman and Chief Executive Officer of Liveplex Co., Ltd. based in Seoul, Korea.  Mr. Kim received the national award for one of the top venture businesses of Korea in 2011.  He formerly served as the Chief Executive Officer of Livecode Co., Ltd. and MobileOne Communications Co., Ltd., and was also a technical advisor of Human and Technology Co., Ltd. after founding Gamenix Co., Ltd.  Mr. Kim received a B.S. in Business Administration from The Cyber University of Korea.


Eugene Lee has been a Director of the Company since November 2011.  Ms. Lee is also the current Chief Executive Officer of Gameclub.com Inc. and oversees all of its operations. Ms. Lee received a B.A. from Sangmyung University.


Jonathan Lee has been the Chief Financial Officer of the Company since January 2012.  Mr. Lee previously served as the Chief Financial Officer of Gravity Co., Ltd. (NasdaqGM: GRVY), a global developer and publisher of MMORG and casual online games, where he improved the company’s financial performance and corporate governance from 2007 to 2009.   Mr. Lee was a founding member and a Vice President at Littauer Technologies, Inc. from 1999 to 2001, a KOSDAQ listed holding company with majority-stake investments in over 40 Internet and IT related portfolio companies in Asia.  Mr. Lee was also associated with the M&A and direct investment groups at Dresdner Kleinwort Wasserstein and Meritz Securities Co., Ltd.  Mr. Lee received an M.B.A from the University of Chicago, Booth School of Business, J.D. from the University of Pennsylvania and B.S. from the Massachusetts Institute of Technology.   


KyuSeok Lee has been a Director of the Company since November 2011.  Mr. Lee is the former President of Bichuri Inc. and serves as a Director of Unwave& Co.


Compliance with Section 16(a) of the Exchange Act


Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires our directors and certain officers, as well as persons who own more than 10% of a registered class of our equity securities, (“Reporting Persons”) to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission. To the best of our knowledge, we believe that all Reporting Persons have complied on a timely basis with all filing requirements applicable to them.



Page 33 of 47



Director Qualifications


We believe that our Board of Directors should encompass a diverse range of talent, skill and expertise sufficient to provide sound and prudent guidance with respect to our operations and interests. Each director also is expected to: exhibit high standards of integrity, commitment and independence of thought and judgment; use his or her skills and experiences to provide independent oversight to our business; participate in a constructive and collegial manner; be willing to devote sufficient time to carrying out their duties and responsibilities effectively; devote the time and effort necessary to learn our business; and represent the long-term interests of our Shareholders. Furthermore, we believe our Board of Directors should be comprised of persons with skills in areas such as: finance, online social gaming and social networking, leadership of business organizations and legal matters.

In addition to the targeted skill areas as noted above, we endeavor to select members of our Board of Directors which have a strong record of achievement in key knowledge areas that are critical for directors to add value to our Board of Directors, including:

·

Strategy knowledge of our business model, the formulation of corporate strategies, knowledge of key competitors and markets;


·

Relationships understanding how to interact with investors, accountants, attorneys, management companies, and markets in which we operate; and


·

Functional understanding of finance matters, financial statements and auditing procedures, technical expertise, legal issues and marketing.


Corporate Governance


Director Attendance at Meetings of the Board of Directors


Each of our incumbent directors attended at least 75.0% of the aggregate total number of meetings of our Board of Directors held during the period for which he served as a director.


Director Attendance at Annual Meetings of the Shareholders


Although we have no policy with regard to attendance by the members of our Board of Directors at our annual meetings, we invite and encourage the members of our Board of Directors to attend our annual meetings to foster communication between Shareholders and our Board of Directors.


Stockholder Communication with the Board of Directors


Any stockholder who desires to contact members of our Board of Directors, or a specified committee of our Board of Directors, may do so by writing to: Social Cube Inc., Board of Directors, 5670 Wilshire Boulevard, Suite 760, Los Angeles, CA 90036, Attention: Chief Executive Officer. Communications received will be distributed by our Chief Executive Officer to such member or members of our Board of Directors as deemed appropriate by our Chief Executive Officer, depending on the facts and circumstances outlined in the communication received.



Page 34 of 47



Board Leadership Structure; Independent Lead Director


Byung Jin Kimserves as both our Chairman of the Board of Directors and Chief Executive Officer. Our Board of Directors has determined that the most effective leadership structure for our company at the present time is for our Chief Executive Officer to also serve as our Chairman of the Board of Directors. Our Board believes that because our Chief Executive Officer is ultimately responsible for our day-to-day operations and for executing our business strategy, and because our performance is an integral part of the deliberations of our Board of Directors, our Chief Executive Officer is the director best qualified to act as Chairman of the Board of Directors. Our Board of Directors retains the authority to modify this structure to best address our unique circumstances, and so advance the best interests of all shareholders, as and when appropriate. In addition, although we do not have a lead independent director, our Board of Directors believes that the current structure is appropriate, due to the current size of our operations.


Our Board of Directors also believes, for the reasons set forth below, that its existing corporate governance practices achieve independent oversight and management accountability, which is the goal that many companies seek to achieve by separating the roles of Chairman of the Board of Directors and Chief Executive Officer. Our governance practices provide for strong independent leadership, independent discussion among directors and for independent evaluation of, and communication with, members of senior management.


Committees of our Board of Directors


We have no standing committees of our Board of Directors at the current time, which is again due to the size of our operations. From time to time, our Board of Directors may establish committees it deems appropriate to address specific areas in more depth than may be possible at a full Board of Directors meeting. As our company grows, we plan to establish an audit committee, compensation committee and nominating and corporate governance committee.  The functions that these committees will perform are currently being performed by our entire Board.


Director Nomination Procedures and Diversity


As outlined above, in selecting a qualified nominee, our Board of Directors considers such factors as it deems appropriate, which may include: the current composition of our Board of Directors; the range of talents of a nominee that would best complement those already represented on our Board of Directors; the extent to which a nominee would diversify our Board of Directors; a nominee’s standards of integrity, commitment and independence of thought and judgment; a nominee’s ability to represent the long-term interests of our shareholders as a whole; a nominee’s relevant expertise and experience upon which to be able to offer advice and guidance to management; a nominee who is accomplished in his or her respective field, with superior credentials and recognition; and the need for specialized expertise. While we do not have a formal diversity policy, we believe that the backgrounds and qualifications of our directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow our Board of Directors to fulfill its responsibilities. Applying these criteria, our Board of Directors considers candidates for membership on our Board of Directors suggested by its members, as well as by our Shareholders. Members of ourBoard of Directors annually reviewour Board of Directors’ composition by evaluating whether our Board of Directors has the right mix ofskills, experience and backgrounds.Our Board of Directors may also consider an assessment of its diversity, in its broadest sense, reflecting, but not limited to, age, geography, gender and ethnicity.


Our Board of Directors identifies nominees by first evaluating the current members of our Board of Directors willing to continue in service. Current members of our Board of Directors with skills and experience relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of our Board of Directors does not wish to continue in service or if our Board of Directors decides not to nominate a member for re-election, our Board of Directors will review the desired skills and experience of a new nominee in light of the criteria set forth above.



Page 35 of 47




Our Board of Directors also considers nominees for our Board of Directors recommended by Shareholders. Notice of proposed stockholder nominations for our Board of Directors must be delivered in accordance with the requirements set forth in our bylaws and SEC Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Nominations must include the full name of the proposed nominee, a brief description of the proposed nominee’s business experience for at least the previous five years and a representation that the nominating stockholder is a beneficial or record owner of our common stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. Nominations should be delivered to: Social Cube Inc., Board of Directors, 5670 Wilshire Boulevard, Suite 760, Los Angeles, CA 90036, Attention: Chief Executive Officer.


Our Board of Directors will recommend the slate of directors to be nominated for election at the annual meeting of shareholders. We have not and do not currently employ or pay a fee to any third party to identify or evaluate, or assist in identifying or evaluating, potential director nominees.


Board of Directors Role in Risk Oversight


Our Board of Directors oversees our shareholders’ interest in the long-term success of our business strategy and our overall financial strength.


Our Board of Directors is actively involved in overseeing risks associated with our business strategies and decisions. It does so, in part, through its approval of all acquisitions and business-related investments and all assumptions of debt, as well as its oversight of our executive officers pursuant to annual reviews. Our Board of Directors is also responsible for overseeing risks related to corporate governance and the selection of nominees to our Board of Directors.


In addition, the Board reviews the potential risks related to our financial reporting. The Board meets with our Chief Financial Officer and with representatives of our independent registered public accounting firm on a quarterly basis to discuss and assess the risks related to our internal controls.


Code of Business Conduct and Ethics


We have not adopted a Code of Ethics.


Compensation of Directors


Our directors do not receive any cash compensation, but are entitled to reimbursement of their reasonable expenses incurred in attending directors’ meetings.



Page 36 of 47



Item 11.

Executive Compensation.



 


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 executive officer received total annual salary and bonus compensation in excess of $100,000 during the fiscal year ended December 31, 2011.


Summary Compensation Table


 

 

 

 

 

 

 

 

 

 

Name and Principal Position (1)

Year

Salary
($)

Bonus
($)

Stock
Awards
($)

Option
Awards
($)

Non-Equity
Incentive Plan Compensation
($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)

All Other Compensation ($)

Total
($)

James Park, CEO

2009

$ 98,000

$

-

$

-

$

-

$

-

$

-

$

-

$ 98,000

 

2010

$ 106,000

$

-

$

-

$

-

$

-

$

-

$

-

$ 106,000

 

2011

$14,000

$

-

$

-

$

-

$

-

$

-

$

-

$14,000

 

 

 

 

 

 

 

 

 

 

Young Wong, COO

2009

$ 98,000

$

-

$

-

$

-

$

-

$

-

$

-

$ 98,000

 

2010

$ 90,000

$

-

$

-

$

-

$

-

$

-

$

-

$ 90,000

 

2011

$ 18,000

 

 

 

 

 

 

$ 18,000

Bong S. Park, CFO

2009

$ 98,000

$

-

$

-

$

-

$

-

$

-

$

-

$ 98,000

Chief Executive Officer

2010

$ 82,000

$

-

$

-

$

-

$

-

$

-

$

-

$ 82,000

Bong S. Park

2011

$18,000

$

-

$

-

$

-

$

-

$

-

$

-

$18,000


___________________


(1)

All of the above named executives had resigned from their positions on November 25, 2011. A majority of the Company’s directors appointed Byung Jin Kim as Chief Executive Officer and Jonathan Lee as Chief Financial Officer of the Company effective as of January 1, 2012.


Compensation Committee Interlocks and Insider Participation

 

During the last fiscal year we did not have a standing Compensation Committee. The Board was responsible for the functions that would otherwise be handled by the compensation committee.  



Page 37 of 47



Indemnification of Directors and Executive Officers and Limitation of Liability


The General Corporation Law of Delaware, Section 102(b)(7) provides that directors, officers, employees or agents of Delaware corporations are entitled, under certain circumstances, to be indemnified against expenses (including attorneys’ fees) and other liabilities actually and reasonably incurred by them in connection with any suit brought against them in their capacity as a director, officer, employee or agent, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. This statute provides that directors, officers, employees and agents may also be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by them in connection with a derivative suit brought against them in their capacity as a director, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the corporation


Compensation Discussion and Analysis


Due to the resignation of our former executive officers on November 25, 2011 and the appointment of our new executive officers on January 1, 2012 and the new business focus of the Company we have not yet devised a compensation structure for our new executives.


Compensation Pursuant to Plans


None.


Pension Table


Not Applicable.

 

Other Compensation


None.


Executive Employment Agreements


None.



Page 38 of 47



 

 

 

 

 

Item 12.  

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

The following table sets forth as of April 13, 2012 the name and address and the number of shares of our Common Stock, par value $0.001 per share, held of record or beneficially by each person who held of record, or was known by us to own beneficially, more than 5% of the shares of our Common Stock issued and outstanding.Beneficial ownership is determined in accordance with the rules of the SEC and generally includes securities over which a person has voting or investment power and securities that a person has the right to acquire within 60 days.


 

 

 

Name and Address of Beneficial Owner (1)

Number of
Shares
Beneficially
Owned

Percentage
Beneficially
Owned

 

 

 

Liveplex Co., Ltd.

6,000,000

60.0%

Senderbell Holdings Limited

900,000

9.0%

Treasure Chest Holdings Limited

900,000

9.0%

Blueberry Enterprises Limited

900,000

9.0%

Hockworth Holdings Limited

800,000

8.0%

 

 

 

________________


(1)

C/o Social Cube Inc., 5670 Wilshire Boulevard, Suite 760, Los Angeles, CA 90036


Securities Ownership of Officers and Directors


The following table sets forth certain information relating to the shareholdings of our former and existing Executives and Directors as of April 13, 2012.  



 

 

 

Name and Address of Beneficial Owner (1)

Number of
Shares
Beneficially
Owned

Percentage
Beneficially
Owned

Management and Directors

 

 

Young Won (former COO and former Director)

51,237

0.51%

Hyung Soon Lee (former Director)

45,688

0.46%

Total of Management and Directors

96,925

0.97%


___________________


(1)

C/o Social Cube Inc., 5670 Wilshire Boulevard, Suite 760, Los Angeles, CA 90036.



Page 39 of 47



Item 13.Certain Relationships and Related Transactions, and Director Independence.



 

Director Independence


We have a three-member Board of Directors. Due to the size of our company and the difficulty in finding directors that are competent or have experience in our industry, none of our directors can be deemed an “independent director.”


While our stock is not listed on the New York Stock Exchange, none of our independent directors would qualify as independent under the rules of the New York Stock Exchange.

Transactions with Related Persons

For the years ended December 31, 2010 and 2011, the Company had the transactions which involved related persons. Please refer to Note 1.

Item 14.Principal Accounting Fees and Services.

Choi, Kim & Park LLP (“CKP”)was our independent auditor and examined our financial statements for the years ended December 31, 2010 and December 31, 2011.  


Audit Fees


CKP was paid aggregate fees of $51,000 for the year ended December 31, 2011 for professional services rendered for the reviews of the financial statements included in our annual report on Form 10-K and quarterly reports on Form 10-QSB during this period.


CKP was paid aggregate fees of $74,000 for the year ended December 31, 2010 for professional services rendered for the reviews of the financial statements included in our annual report on Form 10-K and quarterly reports on Form 10-QSB during this period.


Audit-Related Fees


CKP was not paid additional fees for either the year ended December 31, 2010, or the fiscal year ended December 31, 2011 for assurance and related services reasonably related to the performance of the audit or review of our financial statements.


All Other Fees


CKP was not paid any other fees for professional services during the year ended December 31, 2010 or the fiscal year ended December 31, 2011. 


Auditor Independence


The Board of Directors has considered whether the provision of the above noted services is compatible with maintaining our independent registered public accounting firm’s independence and has concluded that the provision of such services has not adversely affected the independent registered public accounting firm’s independence.


The information required by this Item is incorporated by reference to our definitive proxy statement to be filed with respect to our 2011 annual meeting of stockholders.



Page 40 of 47



Item 15.Exhibits, Financial Statement Schedules.


(a)(1) Financial Statements:


The consolidated financial statements and the related notes are included in Item 8 herein.


 

(a)(2) Financial Statement Schedule:

 


All schedules have been omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.

 


(a)(3) Exhibits:

 


The exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in this annual report.

 


(b) Exhibits:

 


See Item 15(a)(3) above.

 


(c) Financial Statement Schedule:


All schedules have been omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.




Page 41 of 47


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Los Angeles, State of California on the 4thday of May, 2012.


SOCIAL CUBE INC.

 ______________________________

 REGISTRANT


/s/ Byung Jin Kim

___________________

By: Byung Jin Kim

Chief Executive Officer

Date: May 10, 2012


/s/ Jonathan Lee

___________________

By: Jonathan Lee

Chief Financial Officer

Date: May 10, 2012


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.


Signature                  

 Title                                   


/s/ Byung Jin Kim

Chief Executive Officer and Chairman

_______________________

(principal executive officer)

By: Byung Jin Kim

Date: May 10, 2012


/s/ Jonathan Lee

Chief Financial Officer

_______________________

(principal financial officer)

By: Jonathan Lee

Date: May 10, 2012


/s/ Eugene Lee

Director

_______________________

By: Eugene Lee

Date: May 10, 2012


/s/ KyuSeok Lee

Director

_______________________

By: KyuSeok Lee

Date:May 10, 2012




Page 42 of 47




EXHIBIT INDEX


 

Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.

 


The following exhibits are included, or incorporated by reference; in this Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (and are numbered in accordance with Item 601 of Regulation S-K).


EXHIBIT

NUMBERDESCRIPTION


21.1* List of Subsidiaries


31.1* Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of  2002.


31.2* Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley  Act  of  2002.


32.1** Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.


32.1**Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.


101.INS**       XBRL Instance Document


101.SCH**      XBRL Taxonomy Extension Schema Document


101.CAL**      XBRL Taxonomy Extension Calculation Linkbase Document


101.LAB**      XBRL Taxonomy Extension Label Linkbase Document


101.PRE**      XBRL Taxonomy Extension Presentation Linkbase Document


101.DEF**      XBRL Taxonomy Extension Definition Linkbase Document

_________________


* Filed herewith

** Furnished herewith






Page 43 of 47