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EX-31.2 - EXHIBIT 31.2 - EMARINE GLOBAL INC.ex312.htm
EX-31.1 - EXHIBIT 31.1 - EMARINE GLOBAL INC.ex311.htm
EX-32.2 - EXHIBIT 32.2 - EMARINE GLOBAL INC.ex322.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2012

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

For the transition period from _______________ to _______________.

Commission file number: 000-49933
 
Pollex, Inc.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)
95-4886472
(I.R.S. Employer Identification No.)
   
2005 De La Cruz Blvd. Suite 235
Santa Clara, CA
(Address of principal executive offices)
 
95050
(Zip Code)

Registrant’s telephone number, including area code (408) 350-7340

(Former name, former address and former fiscal year, if changed since last report.)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x       No o
 
Indicate by check mark whether the registrant 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). x Yes □ No.
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No x
 
Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 19, 2012, there were 5,121,688 shares of common stock, par value $0.001, issued and outstanding.
 
  
 
 
 

 
 
POLLEX, INC.


 
 
 
 
 


This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition or Plan of Operation.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.
 
 

 ITEM 1 Financial Statements

POLLEX, INC.
 
BALANCE SHEETS
 
             
   
September 30
   
December 31,
 
   
2012
   
2011
 
   
(Unaudited)
       
             
ASSETS
 
             
 CURRENT ASSETS
           
 Cash and cash equivalents
  $ 7,490     $ 5,415  
 Accounts receivable
    61,180       -  
 Total current assets
    68,670       5,415  
                 
 Property and equipment, net of accumulated
               
 depreciation of $7,602 and $4,982, respectively
    2,877       5,497  
                 
 License agreements, net of accumulated
               
 amortization of $16,878 and $2,188, respectively
    113,622       98,312  
                 
 OTHER ASSETS:
               
 Prepaid royalties
    10,000       30,000  
 Deposits
    6,000       6,000  
 Total other assets
    16,000       36,000  
                 
Total Assets
  $ 201,169     $ 145,224  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
                 
 CURRENT LIABILITIES
               
 Accrued expenses and accounts payable
  $ 755,377     $ 649,238  
 Amounts due to affiliate under service agreement
    428,250       291,000  
 Advances from affiliate
    134,556       114,556  
 Loans payable
    1,316,800       1,153,734  
                 
Total Current Liabilities
    2,634,983       2,208,528  
                 
 Stockholders' Deficit
               
 Common stock, authorized 300,000,000 shares;
               
 par value $0.001; 5,121,688 and 4,955,022 issued and
               
 outstanding at September 30, 2012 and December 31, 2011,
               
 respectively
    5,120       5,120  
 Additional paid-in capital
    136,874,861       136,874,861  
 Accumulated deficit
    (139,313,795 )     (138,943,285 )
                 
 Total Stockholders’ Deficit
    (2,433,814 )     (2,063,304 )
                 
Total Liabilities and Stockholders’ Deficit
  $ 201,169     $ 145,224  
                 
 
See accompanying notes to financial statements.
 
 
 
POLLEX, INC.
 
STATEMENTS OF OPERATIONS
(Unaudited)
 
     
For the three months ended
    For the nine months ended  
      September 30,       September 30,  
   
2012
   
2011
   
2012
   
2011
 
                         
REVENUES
  $ 69,829     $ 14,598     $ 104,921     $ 48,803  
                                 
COSTS AND  EXPENSES
                               
Cost of goods sold
    50,959       -       50,959       -  
Selling, general and administrative
    48,650       62,542       176,833       192,599  
Related party service agreement
    60,000       10,000       180,000       33,000  
Impairment of license agreements
    -       -       -       20,000  
Depreciation and amortization
    9,104       873       17,310       2,532  
         Total Costs and Expenses
    168,713       73,415       425,102       248,131  
                                 
OPERATING LOSS
    (98,884 )     (58,817 )     (320,181 )     (199,328 )
                                 
OTHER INCOME (EXPENSE)
                               
Gain on license termination
    -       -       5,000       -  
Interest expense
    (19,707 )     (16,294 )     (55,329 )     (42,305 )
        Total Other Expense
    (19,707 )     (16,294 )     (50,329 )     (42,305 )
                                 
LOSS BEFORE INCOME TAXES
    (118,591 )     (75,111 )     (370,510 )     (241,633 )
                                 
PROVISION FOR INCOME TAXES
    -       -       -       -  
                                 
NET LOSS
  $ (118,591 )   $ (75,111 )   $ (370,510 )   $ (241,633 )
                                 
NET LOSS PER COMMON SHARE
                               
   (Basic and diluted)
  $ (0.02 )   $ (0.01 )   $ (0.07 )   $ (0.05 )
 
                               
WEIGHTED AVERAGE SHARES
                               
    OUTSTANDING
    5,121,668       5,121,668       5,121,668       5,072,848  
                                 
                                 
 
 
See accompanying notes to financial statements.
 
 
 
POLLEX, INC.
 
STATEMENTS OF CASH FLOWS
(Unaudited)
 
      For the nine months ended  
      September 30,  
   
2012
   
2011
 
             
CASH FLOWS FROM OPERATING ACTIVITIES :
           
Net loss
  $ (370,510 )   $ (241,633 )
Adjustments to reconcile net loss to net cash
               
      used in operating activities:
               
Gain on license termination
    (5,000 )     -  
Depreciation and amortization
    17,310       2,532  
Impairment of license agreements
    -       20,000  
Changes in assets and liabilities:
               
Increase in accounts receivable
    (61,180 )     -  
Decrease in receivable from affiliate
    -       1,963  
Increase in accrued expenses and accounts payable
    106,139       19,513  
Increase in amounts due affiliate under service agreement
    137,250       -  
                 
Net cash used in operating activities
    (175,991 )     (197,625 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchase of property and equipment
    -       (1,977 )
Proceeds from termination of license agreement
    35,000       -  
Acquisition of license agreements
    (40,000 )     -  
                 
Net cash used in investing activities
    (5,000 )     (1,977 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Advance from affiliate
    20,000       -  
Loan proceeds
    167,500       309,000  
Repayment of loan
    (4,434 )     (51,969 )
Repayment of amount due to affiliate
    -       (59,500 )
                 
Net cash provided by financing activities
    183,066       197,531  
                 
Net increase in cash
    2,075       (2,071 )
                 
CASH AT BEGINNING OF PERIOD
    5,415       11,452  
 
               
CASH AT END OF PERIOD
  $ 7,490     $ 9,381  
                 
SUPPLEMENTAL CASH FLOW DISCLOSURES
               
Cash paid for interest
  $ -     $ -  
    Cash paid for taxes
  $ -     $ -  
                 
   Settlement of accounts payable with common stock
  $ -     $ 20,000  
                 
 
See accompanying notes to financial statements.
 
 
 
 
POLLEX, INC.
NOTES TO FINANCIAL STATEMENTS
 (UNAUDITED)

September 30, 2012


NOTE A – BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the financial statements not misleading have been included. Results for the three and nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. For further information, refer to the consolidated financial statements and footnotes thereto included in the Pollex, Inc. annual report on Form 10-K for the year ended December 31, 2011.

Certain reclassifications have been made to financial statements for the three and nine months ended September 30, 2011 to make them comparable to the presentation for the three and nine months ended September 30, 2012.

NOTE B – GOING CONCERN

As shown in the accompanying financial statements, the Company incurred net losses of $370,510 and $241,633 for the nine months ended September 30, 2012 and 2011, respectively, and has an accumulated deficit of $139,313,795 at September 30, 2012.  In order to fund future operations, the Company will need to raise capital through the equity markets and generating revenue through its license agreements.  Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations.  Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations.  These matters raise substantial doubt about the Company’s ability to continue as a going concern.  However, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
 
NOTE C – LICENSE AGREEMENTS

During 2010, the Company acquired license agreements for 16 online games for use in South Korea. These agreements called for a total of $120,500 in license fees, $30,000 in nonrefundable royalty prepayments on two of the licenses and a $5,000 non refundable deposit on one of the licenses. The Company paid $73,750 of these fees during the nine months ended September 30, 2010 and will pay the remaining fees of $81,750 when the games are launched commercially. Each license also has a royalty fee which varies for each license. Future royalties will be offset against the $30,000 prepayment. The licenses have terms of 2 to 3 years, beginning when they are launched commercially.

In 2011, the licensor terminated two of these agreements due to the licensor’s inability to install and localize the game for the South Korean territory. These licenses were for $20,000, of which $10,000 was paid by the Company. The Company has determined that the possibility of realizing these license agreements or recovering those funds advanced is minimal due to the locality of the licensor in China. As such, the Company has concluded that these licenses are impaired and has written them off.
 
 
 

 
POLLEX, INC.
NOTES TO FINANCIAL STATEMENTS
 (UNAUDITED)

September 30, 2012


NOTE C – LICENSE AGREEMENTS

Also in 2011, the Company decided to terminate two of the agreements due to problems in scheduling the launch dates. The Company did not pay any deposits to acquire licenses for these two games.

During 2012, the Company acquired an additional license agreement for $40,000, of which $20,000 was paid during the nine months ended September 30, 2012. This game was launched commercially and the Company paid the remaining $20,000 in July of 2012. Under the license agreement, the Company is required to pay the licensor 24% of gross sales, or $50,959 for the nine months ended September 30, 2012.  The Company engaged with Browsergames Co., Ltd. (“Browsergames”), a Korean Company, to support and maintain the online game, and collect payments from customers.  Under this agreement, Browsergames is required to pay the Company 29% of gross sales.  For the nine months ended September 30, 2012, the Company billed such 29%, or $61,181, during the nine months ended September 30, 2012.

On March 9, 2012, the Company entered into a termination agreement relating to one of its license agreements. The license agreement had a carrying value of $10,000 and related prepaid revenue of $20,000. As part of the termination, the licensor paid the Company $35,000, plus VAT. The Company recognized a gain of $5,000 on this termination.

Amortization expense was $8,230 and $14,690 for the three and nine months ended September 30, 2012, respectively.  There was no amortization expense in the three and nine months ended September 30, 2011.

NOTE D – LOANS PAYABLE

The loans payable consists of borrowings from two notes. One of these notes, with a carrying value of $680,000 and $540,000 at September 30, 2012 and December 31, 2011, respectively, was with a Company controlled by the Chief Executive Officer of the Company. The terms of the promissory notes are one year and bear interest at an annual rate of 6%. The notes may be repaid at any time prior to its due date without a prepayment penalty, however if any amount of the principal plus accrued interest remains unpaid after the notes due date then the annual rate of interest increases to 10% per annum. During the nine months ended September 30, 2012, the Company received proceeds of $167,500 from these borrowings and repaid $4,434 of these borrowings.

NOTE E – RELATED PARTY TRANSACTIONS

Certain expenses have been paid on behalf of the Company by Joytoto Co., Ltd (“Joytoto Korea”), of which we are a majority owned subsidiary. The Company has recognized the expenses and corresponding payable to Joytoto Korea as due to affiliate. The advances are non-interest bearing and have no specific repayment date.

On March 21, 2011, the Company, entered into a Conversion and Release Agreement (the “Agreement”) with Joytoto Korea. Pursuant to the terms of the Agreement, the Company issued 166,666 shares of its common stock, valued at $11,667 on the agreement date, to Joytoto Korea in consideration for the cancellation of $20,000 owed to Joytoto Korea by the Company. The Company recorded this $20,000 debt cancellation as a capital transaction.

The Company has entered into a Service Agreement with Gameforyou, Incorporated, a wholly-owned subsidiary of Joytoto Korea.  Under this agreement, Gameforyou, Incorporated provides translation,
 
 

 
 
POLLEX, INC.
NOTES TO FINANCIAL STATEMENTS
 (UNAUDITED)

September 30, 2012


NOTE E – RELATED PARTY TRANSACTIONS (CONTINUED)

customer support, and system operations and maintenance.  The Company is required to pay Gameforyou, Incorporated $10,000 in cash and $10,000 in cash or stock each month.  Any issuance of stock will be at the market value or at a price determined and agreed to by both parties.  For the three and nine months ended September 30, 2012, $60,000 and $180,000, respectively, were recognized in the Statement of Operations under this agreement.  For the three and nine months ended September 30, 2011, $10,000 and $33,000, respectively, were recognized in the Statement of Operations under this agreement.  At September 30, 2012 and December 31, 2011, $428,250 and $291,000, respectively were due to Gameforyou, Incorporated.


NOTE F- EMPLOYMENT AGREEMENTS

On March 21, 2011, the Company entered into three year employment agreements (the “Employment Agreements”) with each of Seong Yong Cho, its current President and Chief Executive Officer, and Seong Sam Cho, its current Chief Financial Officer.  Pursuant to the terms of the Employment Agreements, Mr. Seong Yong Cho will continue to serve as President and Chief Executive Officer of the Company and Mr. Seong Sam Cho will continue to serve as Chief Financial Officer of the Company for an annual salary of $1.00 each.  These employment agreements run through March 21, 2014.

NOTE G – WARRANTS

Warrant activity for the nine months ended September 30, 2012 is as follows:

  
 
Shares
   
Weighted
Average
Grant Date
Fair Value
 
Outstanding, January 1, 2012
   
946,667
   
$
41.46
 
Granted
   
-
     
-
 
Forfeited
   
-
     
-
 
Expired
   
-
     
-
 
Exercised
   
-
     
-
 
Outstanding, September 30, 2012
   
946,667
   
$
41.46
 
  
 
 
 

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include, but are not limited to, international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview
 
Pollex, Inc., formerly Joytoto USA, Inc., formerly BioStem, Inc. (the “Company,” “we,” and “us”) was incorporated on November 2, 2001, in the State of Nevada, as Web Views Corporation.
 
 We are a majority owned subsidiary of Joytoto Co., Ltd. (“Joytoto Korea”). We are determined to focus our efforts on our  Online Games business by acquiring new game licenses and making such games commercially available in South Korea and the United States.
 
  Products and Services
 
Our operations are focused on Online Games. The Company has acquired licenses from various online game developers to use in South Korea. Our Online Games business segment has generated $69,829 for the fiscal quarter ended September 30, 2012.
 
Our major online game business is The Great Merchant. The online game is operating at the website http://www.thegreatmerchant.com. The website began open beta testing on January 2010. The game opened for full commercial service on September 1, 2011. The Great Merchant is a free-to-play MMO (Massively Multiplayer Online) PC game. Players can download the game for free from our website and interact with other players in the game to trade, fight, and explore the game world. The game is set in 14th century Asia with Korea, China, Taiwan, and Japan as the main explorable countries. As a free-to-play game, the Great Merchant offers micro-transactions through PayPal which players can purchase in game currency (GP) to further their character and purchase items to increase their character’s abilities and game looks. Additional purchase methods such as credit cards and mobile phone payments are expected to be added in the future.
 
Online Games
 
As of September 30, 2012, the Company has acquired license agreements for 13 games for use in South Korea. The Company originally acquired the licenses for 18 games, of which 5 licenses were subsequently terminated.  These agreements allow the Company to release and service these games in South Korea.  The Company opened one of these games in South Korea under open beta testing on March 16, 2011. Open Beta testing allows users and players to test the game while not implementing the full revenue generating service of the game.  One of the games was recently launched commercially in July 14, 2012.    The remainder of the games are expected to be launched in consecutive succession soon afterward in each following quarter.

For the game licenses, the Company was required to pay aggregate license fees of $140,500, ranging from $0 to $30,000 per game.  For two games, the Company was required to prepay $30,000 in non-refundable deposits which can be used for future commission payments.  For one game, the Company was required to make a $5,000 non-refundable deposit. 
 
In 2011, licenses for four of the games referenced above were terminated by the Company due to differences in scheduling the launch dates.   
 
 

 
During March of 2012, the Company acquired an additional license agreement for $40,000.  The game was launched commercially in July 2012. This license agreement has a term of 2 years. 
 
            In March of 2012, the Company entered into a termination agreement relating to one of the licenses. The Company received $35,000, plus value added tax, to terminate a license with a carrying value of $10,000 and a related deposit of $20,000.  As a result of this termination agreement, the Company’s total license fees were $130,500, deposits for future commissions were $10,000 and other deposits were $5,000.

The Great Merchant is an economic based MMORPG (Massively Multiplayer Online Role Playing Game) online at http://www.thegreatmerchant.com.  While the game is free to play and there is no cost for users to purchase and connect to the game, the game prompts the user to use micro transactions to purchase in-game points that can be used in the game to further the in-game operations of their own character. Unlike different MMORPGs on the market, the Great Merchant player can advance through the game by trading online items and virtual goods. 

Revenues, Expenses and Loss from Operations
 
  Three months ended September 30, 2012 compared to three months ended September 30, 2011

Our revenues, selling, general and administrative expenses, depreciation, amortization, total costs and expenses, and net loss for the three months ended September 30, 2012 and for the three months ended September 30, 2011 are as follows:
 
   
Three Months
Ended 
September 30, 2012
   
Three Months
Ended 
September 30, 2011
 
             
Revenue
 
$
69,829
   
$
14,598
 
Cost of goods sold
   
50,959
     
-
 
Selling, general and administrative
   
48,650
     
62,542
 
Related party service agreement
   
60,000
     
10,000
 
Depreciation and amortization
   
9,104
     
873
 
Total costs and expenses
   
168,713
     
73,415
 
Other expense - interest expense
   
(19,707)
     
(16,294)
 
Net Loss
 
$
(118,591)
   
$
(75,111)
 

For the three months ended September 30, 2012, we generated $69,829 in revenue compared to $14,598 for the three months ended September 30, 2011.  The increase of $55,231 or 378% was primarily due to launch and operation of game licenses.  For the three months ended September 30, 2012, we incurred $50,959 in expenses relating to its’ agreement with Browsergames Co., Ltd.
  
For the three months ended September 30, 2012, our selling, general and administrative expenses of $48,650 consisted primarily of $33,850 in professional fees, $34,277 in rental expense and $23,940 in travel expense.  For the three months ended September 30, 2011, our selling, general and administrative expenses of $62,542 consisted primarily of $31,993 in professional fees and $12,890 in rental expense.  The decrease of $13,892 or 22% in our selling, general and administrative expenses was primarily due to decrease in administrative expenses.
 
Depreciation is of computers and other office furniture and equipment. The amortization relates to the in service license agreements.  The impairment of the license agreements relates to the cancellation of the game licenses discussed above.
 
For the three months ended September 30, 2012, we had $168,713 in total costs and expenses compared to $73,415 for the three months ended September 30, 2011.  The increase of $95,298 or 129% was primarily due to increased costs in selling, general and administrative costs and related party service agreement.
 



Other Expenses
 
Other Expenses for the three months ended September 30, 2012 was $19,707. Other Expenses for the three months ended September 30, 2011 was $16,294. The increase of $3,413 or 20% was primarily due to increase in interest expense.

Net Loss
 
Our Net Loss for the three months ended September 30, 2012 was $118,591 compared to $75,111 for the three months ended September 30, 2011.  The increase of $43,480 or 58% was primarily due to less revenue and increased selling, general and administrative expenses.
 
  Nine months ended September 30, 2012 compared to nine months ended September 30, 2011

Revenues, Expenses and Loss from Operations

Our revenues, selling, general and administrative expenses, depreciation, amortization, total costs and expenses, and net loss for the nine months ended September 30, 2012 and for the nine months ended September 30, 2011 are as follows:
 
   
Nine months
Ended September
30, 2012
   
Nine months
Ended September
30, 2011
 
Revenue
 
$
104,921
   
$
48,803
 
Cost of goods sold
   
50,959
     
-
 
Selling, general and administrative
   
176,833
     
192,599
 
Related party service agreement
   
180,000
     
33,000
 
Impairment of license agreements
   
-
     
20,000
 
Depreciation and amortization
   
17,310
     
2,532
 
Total costs and expenses
   
425,102
     
248,131
 
Other expense - interest expense
   
5,000
     
-
 
Gain on license termination
   
(55,329)
     
(42,305)
 
Net Loss
 
$
(370,510)
   
$
(241,633)
 
   
For the nine months ended September 30, 2012, we had $104,921 in revenue compared to $48,803 for the nine months ended September 30, 2011.  The increase of $56,118 or 114% was primarily due to increase in revenue from our game licenses.  For the nine months ended September 30, 2012, our selling, general and administrative expenses of $176,833 consisted of $68,700 in professional fees, $55,665 in rental expense and $23,940 in travel expense. For the nine months ended September 30, 2011, our selling, general and administrative expenses of $192,599 consisted primarily of $72,801 in professional fees and $34,278 of rent expense.

Net Loss

Our Net Loss for the nine months ended September 30, 2012 was $370,510 compared to $241,633 for the nine months ended September 30, 2011.  The increase of $128,877 was primarily due to an increase in related third party agreements.
 
Liquidity and Capital Resources

Introduction

Our primary assets are cash and the online game license agreements.

 During the nine months ended September 30, 2012, our online games business segment generated $104,921 in total revenues.
 
 
 

 
 
Our cash requirements have been relatively small up to this point, but we anticipate that our cash needs will increase dramatically. We anticipate satisfying these cash needs through the sale of our common stock until we not only begin to generate revenue, but until we can generate enough revenue to sustain our operations.
 
   
As of
September 30,
2012
   
As of
December 31,
2012
   
Change
 
Cash
 
 $
7,490
   
$
5,415
   
$
2,075
 
Accounts receivable
   
61,180
     
-
     
61,180
 
Total current assets
   
68,670
     
5,415
     
63,255
 
Property and equipment, net of accumulated depreciation of $7,602 and $4,982
   
2,877
     
5,497
     
(2,620)
 
License Agreements, net of accumulated amortization of $16,878 and $2,188
   
113,622
     
98,312
     
15,310
 
Prepaid Royalties
   
10,000
     
30,000
     
(20,000)
 
Deposits
   
6,000
     
6,000
     
-
 
Total assets
   
201,169
     
145,224
     
55,945
 
Accrued expenses and accounts payable
   
755,377
     
649,238
     
106,139
 
Due to affiliate under service agreement
   
428,250
     
291,000
     
137,250
 
Advances from affiliate
   
134,556
     
114,556
     
20,000
 
Loans payable
   
1,316,800
     
1,153,734
     
163,066
 
Total Current Liabilities
   
2,634,983
     
2,208,528
     
426,455
 

Cash Requirements

As stated above, we anticipate that our cash requirements will increase substantially as we begin to increase operations to generate revenue from our license agreements.

Sources and Uses of Cash

Operations

For the nine months ended September 30, 2012, we had a net loss of $370,510 compared to $241,633 for the nine months ended September 30, 2011. This was offset by depreciation and amortization of $17,310, a gain on the disposal of license agreements of $5,000, an increase in accounts receivable of $61,180, an increase in amounts due to affiliate under service agreement of $137,250, and an increase in accrued expenses of $106,139, for total cash used in our operating activities of $175,991.
 
  Investments

We had $5,000 invested in cash used in investment activities for the nine months ended September 30, 2012, which relates to the proceeds from termination of a license agreement of $35,000 and the acquisition of a new license agreement of $40,000.
 
            We had $1,977 invested in cash used in investment activities for the nine months ended September 30, 2011, which relates to the purchase of property and equipment.

Financing

Our cash flows from financing activities totaled $183,066, from 167,500 in loan proceeds offset by 4,434 from repayment of our loan and $0 repaid to Joytoto Korea.
 
Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with our board of directors, we have identified the following accounting policies that we believe are key to an understanding of our financial statements. These are important accounting policies that require management’s most difficult, subjective judgments.
 
 
 
Valuation of License Agreements

 
During 2010, the Company acquired license agreements for 16 online games for use in South Korea.  These agreements called for a total of $120,500 in license fees, $30,000 in nonrefundable royalty prepayments on two of the licenses and a $5,000 non-refundable deposit on one of the licenses.  The Company paid $73,750 of these fees as of September 30, 2012 and will pay the remaining fees of $81,750 when the games are launched commercially.  Each license also has a royalty fee which varies for each license.  Future royalties will be offset against the $30,000 prepayment.   The licenses have terms of 2 to 3 years, beginning when they are launched commercially.
 
              In 2011, the licensor terminated two of these agreements due to licensor’s inability to install and localize the game for the South Korean territory. These licenses were for $20,000, of which $10,000 was paid by the Company.  The Company has determined that the possibility of realizing these license agreements or recovering those funds advanced is minimal due to the locality of the licensor in China  As such, the Company has concluded that these licenses are impaired and has written them off.

  During 2012, the Company acquired an additional license agreement for $40,000.  The game launched commercially in South Korea in July 2012. This license agreement has a term of 2 years. The Company engaged with Browsergames Co., Ltd., a Korean company to support and service the game and is required to pay the Company 29% of gross sales. As of September 30, 2012 the Company billed 29% or $61,181.
 
In March of 2012, the Company entered into a termination agreement relating to one of the licenses. The Company received $35,000, plus value added tax, to terminate a license with a carrying value of $10,000 and related deposit of $20,000.

  Revenue Recognition

Revenues are recognized when all of the following criteria have been met: persuasive evidence for an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and collectability is reasonably assured.  For one of the games launched commercially, the Company has engaged with Browsergames Co., Ltd. (“Browsergames”),a Korean Company, to support and maintain the online game, and collect payments from customers.  Under this agreement, Browsergames is required to pay the Company 29% of gross sales.  The Company recognizes the 29% of gross sales it receives from Browsergames as revenue in the period to which it relates.
      
Off-balance Sheet Arrangements

We have no off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be material to investors.
 

Not applicable.
 

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of September 30, 2012 to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2012, our disclosure controls and procedures were not effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
 
     
PART II – OTHER INFORMATION

Legal Proceedings

None.
 
Risk Factors
 
There are no material changes to the risk factors in our most recent Annual Report on Form 10-K.

Unregistered Sales of Equity Securities and Use of Proceeds
 
None.

Defaults Upon Senior Securities

None.
 
Mine Safety Disclosures .

Not applicable.

Other Information

None.
 
Exhibits
 
31.1
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
     
31.2
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
     
32.1
 
Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2
 
Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101**
 
The following materials from Pollex, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 are formatted in XBRL (eXtensible Business Reporting Language):  (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Cash Flow, (iii) the Consolidated Balance Sheets, and (iv) Notes to Consolidated Financial Statements tagged as blocks of text.
 
EX-101.INS
 
XBRL INSTANCE DOCUMENT
     
EX-101.SCH
 
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
     
EX-101.CAL
 
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
     
EX-101.DEF
 
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
     
EX-101.LAB
 
XBRL TAXONOMY EXTENSION LABELS LINKBASE
     
EX-101.PRE
 
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

**             In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.  

       
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Pollex, Inc.
 
       
Dated: November 19, 2012
By:
/s/ Seong Yong Cho
 
   
Seong Yong Cho
 
   
Its: Chief Executive Officer (Principal Executive Officer)
 
       
       
 
By:
/s/Seong Sam Cho
 
   
Seong Sam Cho
 
   
Its: Chief Financial Officer (Principal Financial and Accounting Officer)
 
       
       

 
 
 
 
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