Emarine Global (EMRN) 10-Q 2011 Q3 Quarterly report

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, 2011

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

For the transition period from _______________ to _______________.

Commission file number: 000-49933

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 issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o   No o

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 14, 2011, there were 5,121,688 shares of common stock, par value $0.001, issued and outstanding.

1

POLLEX, INC.  

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		Page
ITEM 1	Financial Statements	4
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	15
ITEM 4	Controls and Procedures	15
PART II – OTHER INFORMATION
ITEM 1	Legal Proceedings	16
ITEM 1A	Risk Factors	16
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	16
ITEM 3	Defaults Upon Senior Securities	16
ITEM 4	Removed and Reserved	16
ITEM 5	Other Information	16
ITEM 6	Exhibits	16

2

PART I – FINANCIAL INFORMATION

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.

3

ITEM 1 Financial Statements

POLLEX, INC.
BALANCE SHEETS
	September 30,			December 31,
	2011			2010
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	9,381		$	11,452
Total current assets		9,381			11,452
Property and equipment, net of accumulated
depreciation of $4,109 and $1,577, respectively		6,370			6,925
OTHER ASSETS:
License Agreements		100,500			120,500
Prepaid royalty		30,000			30,000
Due from affiliated company		-			1,963
Deposits		6,000			6,000
Total other assets		136,500			158,463
Total Assets	$	152,251		$	176,840
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accrued expenses and accounts payable	$	647,336		$	627,823
Due to affiliate		114,556			194,056
Loans payable		1,113,224			856,193
Total Current Liabilities		1,875,116			1,678,072
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, 2011 and December 31,2010,
respectively		5,120			4,953
Additional paid-in capital		136,874,861			136,855,028
Accumulated deficit		(138,602,846	)		(138,361,213	)
Total Stockholders’ Deficit		(1,722,865	)		(1,501,232	)
Total Liabilities and Stockholders’ Deficit	$	152,251		$	176,840
See accompanying notes to financial statements.

4

POLLEX, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
	For the three months ended September 30,						For the nine months ended September 30
	2011			2010			2011			2010
				(Consolidated)						(Consolidated)
REVENUES	$	14,598		$	44,596		$	48,803		$	44,596
COSTS AND  EXPENSES
Cost of goods sold		-			-			-			-
Selling, general and administrative		72,542			6,352,677			225,599			19,037,493
Impairment of license agreements		-			-			20,000			-
Depreciation and amortization		873			390			2,532			872
Total Costs and Expenses		73,415			6,353,067			248,131			19,038,365
OPERATING LOSS		(58,817	)		(6,308,471	)		(199,328	)		(18,993,769	)
OTHER EXPENSE
Interest expense		(16,294	)		(9,271	)		(42,305	)		(30,786	)
Total Other Expense		(16,294	)		(9,271	)		(42,305	)		(30,786	)
LOSS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES		(75,111	)		(6,317,742	)		(241,633	)		(19,024,555	)
PROVISION FOR INCOME TAXES		-			-			-			-
LOSS FROM CONTINUING OPERATIONS		(75,111	)		(6,317,742	)		(241,633	)		(19,024,555	)
DISCONTINUED OPERATIONS
Loss on disposal of discontinued operations, net of tax		-			(19,099	)		-			(19,099	)
Loss from discontinued operations, net of tax		-			-			-			(58,676	)
Loss from discontinued operations		-			(19,099	)		-			(77,775	)
NET LOSS	$	(75,111	)	$	(6,336,841	)	$	(241,633	)	$	(19,102,330	)
NET LOSS PER COMMON SHARE (Basic and Diluted)
Continuing operations	$	(0.01	)	$	(1.26	)	$	(0.05	)	$	(3.74	)
Discontinued operations		-			-			-			(0.02	)
	$	(0.01	)	$	(1.26	)	$	(0.05	)	$	(3.75	)
WEIGHTED AVERAGE SHARES
OUTSTANDING		5,121,688			5,030,114			5,072,848			5,090,052
See accompanying notes to financial statements.

5

POLLEX, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
	For the nine months ended September 30,
	2011			2010
				(Consolidated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(241,633	)	$	(19,102,330	)
Loss from discontinued operations		-			77,775
Adjustments to reconcile net loss to net cash
used in continuing operating activities:
Depreciation and amortization		2,532			872
Impairment of license agreements		20,000			-
Stock based compensation		-			18,750,000
Changes in assets and liabilities:
(Increase) decrease in accounts receivables		-			(44,155	)
(Increase) decrease in prepaid royalties		-			(15,000	)
(Increase) decrease in receivable from affiliate		1,963			(12,931	)
(Increase) decrease in deposits		-			(1,000	)
Increase (decrease) in accrued expenses		19,513			151,734
Net cash used in continuing operating activities		(197,625	)		(195,035	)
Net cash used in discontinued operating activities		-			(74,550	)
Net cash used in operating activities		(197,625	)		(269,585	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(1,977	)		(6,202	)
Acquisition of license agreements		-			(58,750	)
Net cash used in investing activities		(1,977	)		(64,952	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan proceeds		309,000			401,400
Repayment of loan		(51,969	)		(58,469	)
Repayment of amounts due affiliate		(59,500	)		-
Net cash provided by financing activities		197,531			342,931
Net increase (decrease) in cash		(2,071	)		8,394
CASH AT BEGINNING OF PERIOD		11,452			5,257
CASH AT END OF PERIOD	$	9,381		$	13,651
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Settlement of amounts due affiliate with common stock	$	20,000		$	-
See accompanying notes to financial statements.

6

POLLEX, INC.

NOTES TO FINANCIAL STATEMENTS

 (UNAUDITED)

September 30, 2011

NOTE A – BASIS OF PRESENTATION

The accompanying consolidated 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 consolidated financial statements not misleading have been included.  Results for the three and nine months ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.  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, 2010.

NOTE B – GOING CONCERN

As shown in the accompanying consolidated financial statements, the Company incurred net losses of $241,633 and $19,102.330 for the nine months ended September 30, 2011 and 2010, respectively, and has an accumulated deficit of $138,602,846 at September 30, 2011.  Management’s plans include raising capital through the equity markets to fund future operations 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 consolidated 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- DISCONTINUED OPERATIONS

On June 24, 2010, the Company dissolved its sub-subsidiary, JTI.  The Company filed a certificate of dissolution with the Secretary of State of Nevada on June 24, 2010.  JTI was mostly inactive during 2010.  In relation to the dissolution, the Company assumed $365,871 in liabilities of JTI.

On August 11, 2010, the Company, along with its wholly owned subsidiary, JEI, entered into a stock purchase agreement with Joytoto Korea, effective as of June 30, 2010.  JEI owns 100% of the issued and outstanding common stock of JAI.  Pursuant to the terms of the Agreement, the Company and JEI sold 100% of the issued and outstanding common stock of JAI to Joytoto Korea in consideration for the return and cancellation of 166,667 shares of the Company’s common stock held by Joytoto Korea.  

On August 6, 2010, JEI was dissolved.

As a result of the above transactions, activity for the three and nine months ended September 30, 2010 has been reclassified to discontinued operations on the statements of operations and cash flows.

7

POLLEX, INC.

NOTES TO FINANCIAL STATEMENTS

 (UNAUDITED)

September 30, 2011

NOTE D – 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 in 2010 and will pay the remaining fees of $71,750 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 writen them off.

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

The Company began operating the online game The Great Merchant in open beta testing in January 2010. During the nine months ended September 30, 2011 and 2010, the Company generated revenues of $48,803 and $44,496 from this beta testing.

NOTE E – LOANS PAYABLE

The loans payable consists of borrowings from two notes.  The terms of the promissory notes are one year and bears 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, 2011, the Company received proceeds of $309,000 from these borrowings and repaid $51,969 of these borrowings.

NOTE F- DUE TO AFFILIATE AND DEBT CANCELLATION

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 the $20,000 debt cancellation as a capital transaction.

During the nine months ended September 30, 2011, the Company repaid $59,500 in amounts owed to Joytoto Korea.

NOTE G- 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, respectively.  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 for an annual salary of $1.00 and Mr. Seong Sam Cho will continue to serve as Chief Financial

8

POLLEX, INC.

NOTES TO FINANCIAL STATEMENTS

 (UNAUDITED)

September 30, 2011

NOTE G- EMPLOYMENT AGREEMENTS (Continued)

Officer of the Company for an annual salary of $1.00.  These employment agreement run through March 21, 2014.

NOTE H – WARRANTS

The following summarizes warrant activity for the nine months ended September 30, 2011:

	Shares		Weighted Average Grant Date Fair Value
Outstanding, January 1, 2011		946,667	$	41.46
Granted		-		-
Forfeited		-		-
Expired		-		-
Exercised		-		-
Outstanding, September 30, 2011		946,667	$	41.46

9

ITEM 2    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include 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 had one wholly-owned subsidiary, Joyon Entertainment, Inc. (“JEI”), and had two sub-subsidiaries, Joytoto Technologies, Inc., a Nevada corporation (“JTI”) and Joytoto America, Inc., a California corporation (“JAI”), both of which were wholly-owned subsidiaries of JEI.   Effective June 30, 2010, we, along with JEI, sold 100% of the issued and outstanding common stock of JAI to Joytoto Korea in exchange for the return and cancellation to us of 166,667 shares of our common stock held by Joytoto Korea.  Effective August 6, 2010, JEI was dissolved. The Company is determined to focus on its Online Games business by acquiring new game licenses to provide commercial service of such games 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 $48,803 for the nine months ended September 30, 2011 while in its open beta testing.

Our major online game business is The Great Merchant. The online game is operating at its website http://www.thegreatmerchant.com. The website operated in open beta testing on January 2010. The game has 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 in game looks. Additional purchase methods such as credit cards and mobile phone payments will be added in the future.

Online Games

As of September 30, 2011, the Company acquired license agreements for 16 games for use in South Korea. 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. Three other titles that the Company has licensed are in closed beta testing and will be available for full commercial service within the 1st quarter of 2012. The rest of the games will be launched in consecutive succession soon afterward in each quarter following.  For each of the game licenses, the Company was required to pay license fees of $120,500, 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. 

Licenses for two of the above- referenced games required the Company to pay $10,000 in non-refundable deposits.   Licenses for four of the games referenced above, were terminated by the Company due to differences in scheduling the launch dates. In total, the Company has paid $73,750 of these amounts and is required to make additional payments of $71,750.  When these games are commercially operating, the Company will be required to split the revenue with the licensors.

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 adequately engages 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. 

10

Three months ended September 30, 2011 compared to three months ended September 30, 2010

Revenues, Expenses and Loss from Operations

Our revenues, selling, general and administrative expenses, depreciation, amortization, total costs and expenses, and net loss for the three months ended September 30, 2011 and for the three months ended September 30, 2010 are as follows:

	Three Months Ended  September 30, 2011		Three Months Ended  September 30, 2010
Revenue	$	14,598	$	44,596
Selling, general and administrative		72,542		6,352,677
Depreciation and amortization		873		390
Total costs and expenses		73,415		6,308,471
Other expense - interest expense		(16,294)		(9,271)
Discontinued operations		-		(19,099)
Net Loss	$	(75,111)	$	(6,336,841)

For the three months ended September 30, 2011, we generated $14,598 in revenue compared to $44,596 for the three months ended September 30, 2010.  The decrease of $29,998 or 67% was primarily due to decrease in operations from our online game, the Great Merchant. 

 For the three months ended September 30, 2011, our selling, general and administrative expenses of $72,542 consisted primarily of $17,350 in professional fees and $11,799 of rent expense.  For the three months ended September 30, 2010, our selling, general and administrative expenses of $6,352,677 consisted primarily of $6,250,000 in stock based compensation due to the shares granted to our executive officers under their employment agreements, $37,016 of professional fees, and $6,648 of rent expense.  The decrease of $6,280,135 or 99% in our selling, general and administrative expenses was primarily due to less stock based compensation due to the shares granted to our executive officers under their employment agreements and the impairment of our license agreements to be reduced to zero.

Depreciation is of computers and other office furniture and equipment. The Impairment of the license agreements relates to the cancellation of the game licenses discussed above. The loss from discontinued operations in the three months ended September 30, 2010 is the activity of JEI, JAI, and JTI, all of which were discontinued in 2010.

For the three months ended September 30, 2011, we had $73,415 in total costs and expenses compared to $6,353,067 for the three months ended September 30, 2010.  The decrease of $6,279,652 or 98% was primarily due to less stock based compensation due to the shares granted to our executive officers under their employment agreementsand the impairment of our license agreements to be reduced to zero. 

  Net Loss

Our Net Loss for the three months ended September 30, 2011 was $75,111 compared to $6,336,841 for the three months ended September 30, 2010.  The decrease of $6,261,730 was primarily due to less stock based compensation due to the shares granted to our executive officers under their employment agreements.

Other Expenses

Other Expenses for the three months ended September 30, 2011 consisted of $16,294.  Other Expenses for the three months ended September 30, 2010 consisted of $9,271. The increase of $7,023 or 43% from ($9,271) in other expenses for the three months ended September 30, 2010 to ($16,294) for the three months ended September 30, 2011 is primarily due to accrued interest from our loans payable.

11

Nine months ended September 30, 2011 compared to nine months ended September 30, 2010

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, 2011 and for the nine months ended September 30, 2010 are as follows:

	Nine Months Ended  September 30, 2011		Nine Months Ended  September 30, 2010
Revenue	$	48,803	$	44,596
Selling, general and administrative		225,599		19,037,493
Impairment of license agreements		20,000		-
Depreciation and amortization		2,532		872
Total costs and expenses		248,131		19,038,365
Other expense - interest expense		42,305		30,786
Discontinued operations		-		77,775
Net Loss	$	(241,633)	$	(19,102,330)

For the nine months ended September 30, 2011, we generated $48,803 in revenue compared to $44,596 for the nine months ended September 30, 2010.  The increase of $4,207 or 10% was primarily due to increase in operations from our online game, the Great Merchant. 

 For the nine months ended September 30, 2011, our selling, general and administrative expenses of $225,599 consisted primarily of $58,158 in professional fees and $43,408 of rent expense.  For the nine months ended September 30, 2010, our selling, general and administrative expenses of $19,037,493 consisted primarily of $18,750,000 in stock based compensation due to the shares granted to our executive officers under their employment agreements, $73,657 of professional fees, and $32,100 of rent expense. The decrease of $18,811,894 or 99% in our selling, general and administrative expenses was primarily due to less stock based compensation due to the shares granted to our executive officers under their employment agreements and the impairment of our license agreements to be reduced to zero.

Depreciation is of computers and other office furniture and equipment. The Impairment of the license agreements relates to the cancellation of the game licenses discussed above. The loss from discontinued operations in the nine months ended September 30, 2010 is the activity of JEI, JAI, and JTI, all of which were discontinued in 2010.

For the nine months ended September 30, 2011, we had $248,131 in total costs and expenses compared to $19,038,365 for the nine months ended September 30, 2010.  The decrease of $18,790,234 or 99% was primarily due to less stock based compensation due to the shares granted to our executive officers under their employment agreementsand the impairment of our license agreements to be reduced to zero. 

   Net Loss

Our Net Loss for the nine months ended September 30, 2011 was $241,633 compared to $19,102,330 for the nine months ended September 30, 2010.  The decrease of $18,860,697 was primarily due to less expenses of stock based compensation to our executive officers.

Other Expenses

Other Expenses for the nine months ended September 30, 2011 were 42,305.  Other Expenses for the nine months ended September 30, 2010 were 30,786. The increase of $11,519 or 27% is primarily due to accrued interest from our loans payable.

12

Liquidity and Capital Resources

Introduction

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

 During the nine months ended September 30, 2011, our online games business segment generated $48,803 in total revenues while in its open beta testing and commercial service. We have not begun to generate revenue from our other license agreements.

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, 2011		As of December 31, 2010		Change
Cash	$	9,381	$	11,452	$	(2,071)
Total current assets		9,381		11,452		(2,071)
Property and equipment, net of accumulated depreciation of $4,109 and $1,577		6,370		6,925		(555)
License Agreements		100,500		120,500		(20,000)
Prepaid Royalties		30,000		30,000		0
Deposits		6,000		6,000		0
Due from affiliated Company		-		1,963		(1,963)
Total assets		152,251		176,840		(24,589)
Accrued expenses and accounts payable		647,336		627,823		19,513
Due to affiliate		114,556		194,056		(79,500)
Loans payable		1,113,224		856,193		257,031
Total Current Liabilities		1,875,116		1,678,072		197,044

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, 2011, we had a net loss of $241,633 compared to $19,102,330 for the nine months ended September 30, 2010. This was offset by depreciation and amortization of $2,532, impairment on license agreements of $20,000, a decrease in receivables from affiliates of $1,963 and an increase in accrued expenses of $19,513, for total cash used in our operating activities of $197,625.

 Investments

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 of $1,977.

We had $64,952 invested in cash used in investment activities for the nine months ended September 30, 2010, which relates to the purchase of property and equipment of $6,202 and the acquisition of license agreements of $58,750.

Financing

Our cash flows from financing activities totaled $197,531 from $309,000 in loan proceeds offset by $51,969 from repayment of our loan and $59,500 repaid to Joytoto Korea.

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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 its 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

In 2007, the Company acquired the following license agreements:

· On February 23, 2007, JAI entered into a license agreement with Joytoto Korea, for one game, Pang Pang Terrible, for consideration of $400,000.  The license is for the United States of America territory and is for a term of 3 years.  

· On April 18, 2007, JAI entered into an exclusive North American Master License Agreement with Joytoto Korea and Joyon Korea.  The license gives JAI the exclusive right to the use and commercialization of 4 game titles immediately, and the right to acquire no less than 20 additional game title licenses for no additional consideration.  The term of the agreement is 10 years and allows for two 5 year extensions for additional consideration of $10,000.  Upon execution of the Master License Agreement, JEI issued Joyon Korea 1,000,000 common shares as consideration.  Prior to the acquisition of the Master License Agreement, JEI had an independent business valuation performed whereby the Company’s enterprise value was calculated to be $0.1799 per share.  Accordingly, the shares issued for the license were valued at this amount.

· On June 11, 2007, JTI entered into an Exclusive Distributorship Agreement with Joytoto Korea.  The agreement provides that JTI has the worldwide, exclusive right to distribute, market, promote and sell Joytoto Korea’s current and future model MP3 player devices.  As consideration for the Exclusive Distributorship Agreement, JEI issued Joytoto Korea 1,000,000 common shares.  Prior to the acquisition of the Exclusive Distributorship Agreement the Company had an independent business valuation performed whereby the Company’s enterprise value was calculated to be $0.3562 per share.  Accordingly, the shares issued for the license agreement were valued at this amount.

These license agreements were being amortized over their useful lives ranging from 3 to 10 years. The company periodically evaluates the reasonableness of the useful lives of these intangible assets.  In 2008 and 2009, these licenses were evaluated for impairment as follows:

· At September 30, 2008, the Company reviewed its license agreements for impairment due to the deteriorating market for consumer goods in the US.  At that time, the Company reviewed and adjusted its discounted cash flow projections. As a result of this assessment, the Company determined that the value of its license agreements was $5,000,000. As such, an impairment charge of $9,095,227 was recorded to reduce the carrying amount of the license agreements to this amount.  

· The Company reviewed its license agreements for impairment again at December 31, 2009 and determined that the license agreements were completely impaired and should be reduced to zero.  Accordingly, the Company recognized an impairment loss of $4,227,975 in 2009.  The Company reached this conclusion due to its inability to generate the revenues originally anticipated as well the difficulty in raising the necessary funds to develop and utilize the licenses due to the current difficult credit environment.

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 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.

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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.

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.

ITEM 3    Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company we are not required to provide the information required by this Item.

ITEM 4    Controls and Procedures

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, 2011 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, 2011, our disclosure controls and procedures were not effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

Except as noted above, 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.

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PART II – OTHER INFORMATION

ITEM 1 Legal Proceedings

None.

ITEM 1A Risk Factors

There are no material changes to the risk factors in our most recent Annual Report on Form 10-K except as set forth below:

We have licensed, or will license, from third parties certain intellectual properties. If these licenses terminate, or if these third parties do not comply with the terms of our license, or if the underlying licensed patents are found to be invalid, our business could be negatively impacted.

We have licensed, or will license, from third parties, certain intellectual properties necessary to service games in a region or territory of agreement. In return for the use of their technology, we have paid or agreed, or will agree, to pay the licensor certain fees and royalties based on sales of the product. If these licenses terminate, if the licensors fail to abide by the terms of the license or fail to prevent infringement by third parties, if the licensed patents or other rights are found to be invalid or if we are unable to enter into necessary licenses on acceptable terms, our business could be negatively impacted.

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered, or any other, sales of equity securities by us during the three month period ended September 30, 2011.

ITEM 3 Defaults Upon Senior Securities

There have been no events that are required to be reported under this Item.

ITEM 4 Removed and Reserved.

ITEM 5 Other Information

None.

ITEM 6 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, 2011 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.

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  SIGNATURES

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

	Pollex, Inc.
Dated: November 14, 2011	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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