10-Q

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, 2016

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	95-4886472
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2005 De La Cruz Blvd. Suite 142
Santa Clara, CA	95050
(Address of principal executive offices)	(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 ¨
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 21, 2016, there were 5,121,689 shares of common stock, par value $0.001, issued and outstanding.

POLLEX, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
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	13
ITEM 4	Controls and Procedures	13
PART II – OTHER INFORMATION
ITEM 1	Legal Proceedings	13
ITEM 1A	Risk Factors	13
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	13
ITEM 3	Defaults Upon Senior Securities	13
ITEM 4	Mine Safety Disclosures	13
ITEM 5	Other Information	13
ITEM 6	Exhibits	14

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.

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ITEM 1 Financial Statements

POLLEX, INC.

BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
	2016			2015
	(Unaudited)			(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	12,879		$	5,922
Total Current Assets		12,879			5,922
Property and equipment, net of accumulated depreciation of $10,479 and $10,479 at September 30, 2016 and December 31, 2015, respectively		-			-
Other asset - Deposit		1,300			1,300
Total Assets	$	14,179		$	7,222
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	498,895		$	498,895
Accrued expenses		605,974			485,393
Amounts due to affiliate under service agreement		1,416,000			1,251,000
Advances from affiliate		332,050			356,263
Loans payable		1,215,799			1,215,799
Total Current Liabilities		4,068,718			3,807,350
Stockholders' Deficit
Common stock, authorized 300,000,000 shares;
par value $0.001; 5,121,688 issued and outstanding
at September 30, 2016 and December 31, 2015, respectively		5,120			5,120
Additional paid-in capital		137,094,861			137,034,861
Accumulated deficit		(141,154,520	)		(140,840,109	)
Total Stockholders’ Deficit		(4,054,539	)		(3,800,128	)
Total Liabilities and Stockholders’ Deficit	$	14,179		$	7,222

See accompanying notes to financial statements.

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POLLEX, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the three months ended						For the nine months ended
	September 30,						September 30,
	2016			2015			2016			2015
REVENUES	$	37,650		$	23,086		$	116,693		$	65,861
COSTS AND  EXPENSES
Selling, general and administrative		68,238			41,340			196,343			151,006
Related party service agreement		60,000			60,000			180,000			180,000
Total Costs and Expenses		128,238			101,340			376,343			331,006
OPERATING LOSS		(90,588	)		(78,254	)		(259,650	)		(265,145	)
OTHER EXPENSE
Interest expense		(18,387	)		(18,387	)		(54,761	)		(54,561	)
Total Other Expense		(18,387	)		(18,387	)		(54,761	)		(54,561	)
LOSS BEFORE INCOME TAXES		(108,975	)		(96,641	)		(314,411	)		(319,706	)
PROVISION FOR INCOME TAXES		-			-			-			-
NET LOSS	$	(108,975	)	$	(96,641	)	$	(314,411	)	$	(319,706	)
NET LOSS PER COMMON SHARE (Basic and Diluted)	$	(0.02	)	$	(0.02	)	$	(0.06	)	$	(0.06	)
WEIGHTED AVERAGE SHARES OUTSTANDING		5,121,688			5,121,688			5,121,688			5,121,688

See accompanying notes to financial statements.

5

POLLEX, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the nine months ended September 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(314,411	)	$	(312,206	)
Adjustments to reconcile net loss to net cash used in continuing operating activities:
Contributed Service		60,000			60,000
Changes in assets and liabilities:
(Increase) decrease in receivable from affiliate		-			(9,929	)
Increase (decrease) in account payable		-			4,081
Increase (decrease) in accrued expenses		120,581			58,062
Increase (decrease) in amounts due affiliate under service agreement		180,000			180,000
Net cash used in operating activities		46,170			(19,992	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advance from affiliate		-			28,720
Repayment of advance from affiliate		(39,213	)		(1,000	)
Net cash provided by(used in) financing activities		(39,213	)		27,720
Net increase in cash		6,957			7,728
CASH AT BEGINNING OF YEAR		5,922			4,329
CASH AT END OF YEAR	$	12,879		$	12,057
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Assumption of accounts receivable by lender	$	-		$	-

See accompanying notes to financial statements.

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POLLEX, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2016

(UNAUDITED)

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, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. For further information, refer to the financial statements and footnotes thereto included in the Pollex, Inc. annual report on Form 10-K for the year ended December 31, 2015.

NOTE B – GOING CONCERN

As shown in the accompanying financial statements, the Company incurred net losses of $314,411 and $319,706 for the nine months ended September 30, 2016 and 2015, respectively, had negative working capital of $4,055,839 at September 30, 2016 and had an accumulated deficit of $141,154,520 at September 30, 2016. In order to fund future operations, the Company will need to raise capital through the equity markets and generate 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 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

The Company began operating The Great Merchant, in open beta testing in January 2010, and the game opened for full commercial service in September 2011. During the nine months ended September 30, 2016 and 2015, the Company generated revenues of $116,693 and $65,861, respectively, from The Great Merchant.

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POLLEX, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2016

(UNAUDITED)

NOTE D – RELATED PARTY TRANSACTIONS

Certain expenses have been paid on behalf of the Company by Joytoto Co., Ltd (“Joytoto Korea”), of which the Company is 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. During the nine months ended September 30, 2016, the Company repaid $39,213.

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, 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 nine months ended September 30, 2016 and 2015, $180,000 and $180,000, respectively, were recognized in the Statement of Operations under this agreement. At September 30, 2016 and December 31, 2015, $1,416,000 and $1,251,000 respectively were due to Gameforyou, Incorporated.

During the year ended December 31, 2014, the Company began making purchases of computer equipment for resale by a related company, BCasual, Incorporated (“BCasual”.) At September 30, 2016 and December 31, 2015, BCasual owed the Company $0 and $59,934, respectively, relating to these transactions. Effective December 31, 2015, Joytoto Korea agreed to assume the amounts due from BCasual. As such, the payable to Joytoto Korea has been offset by the $59,934 due from BCasual at December 31, 2015.

In June 2014, the Company entered a sublease agreement with BCasual for its’ existing office space. BCasual agreed to pay the Company $1,250 per month under this agreement.

NOTE E – LOANS PAYABLE

The loans payable consists of borrowings from two notes. The terms of both promissory notes are one year and bear interest at an annual rate of 6% and are unsecured. The notes may be repaid at any time prior to its due date without a prepayment penalty.

NOTE F - INCOME TAXES

At September 30, 2016 and December 31, 2015, the Company had unused net operating loss carryforwards of approximately $6,900,000 and $6,600,000, respectively, for income tax purposes, which expire between 2027 and 2036. The net operating loss carryforwards may result in future income tax benefits of approximately $2,269,000 and $2,250,000, respectively; however, because realization is uncertain at this time, a valuation reserve equal to the potential future tax benefit has been established. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

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POLLEX, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2016

NOTE F - INCOME TAXES (Continued)

Significant components of the Company’s deferred tax liabilities and assets at September 30, 2016 and December 31, 2015 are as follows:

	September  30,			December 31,
	2016			2015
Deferred tax liabilities	$	-		$	-
Deferred tax asset-
Net operating loss carryforward		2,269,000			2,250,000
Valuation allowance		(2,269,000	)		(2,250,000	)
Net deferred tax asset	$	-		$	-

The income tax expense (benefit) differs from the amount computed by applying the United States statutory corporate income tax rate as follows:

	September 30, 2016			December 31, 2015
U.S statutory income tax rate		34	%		34	%
Change in valuation allowance of deferred tax assets		34	%		34	%
Net tax expense		-	%		-	%

NOTE G- COMMITMENTS AND CONTINGENCIES

Property Leases:

On September 5, 2012, the Company signed a lease for office space in Santa Clara, California. The lease term is through September 30, 2016.  The Company made a deposit of $1,300 and the rent payments are $1,685 per month. In June 2014, the Company entered a sublease agreement with BCasual for its’ existing office space. BCasual agreed to pay the Company $1,250 per month under this agreement.

The minimum future lease commitment at September 30, 2016 on the above lease is $16,850, through September 30, 2017, exclusive of $11,250 in noncancelable subleases.

Employment Agreements:

On March 21, 2014, the Company entered into three-year employment agreement Seong Sam Cho, to serve as Chief Executive Officer, President and Chairman for an annual salary of $1.00.

For the nine months ended September 30, 2016 and 2015, the Company recorded $60,000 and $60,000, respectively, for the fair value of the services contributed by Seong Sam Cho.

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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. 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, under the name “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.

Our operations are focused on Online Games. Our Online Games business has generated $116,693 for the nine months ended September 30, 2016.

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 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. We anticipate that other purchase methods such as credit cards and mobile phone payments will be added in the future. 

Revenues, Expenses and Loss from Operations

Three months ended September 30, 2016 compared to three months ended September 30, 2015

Our revenues, selling, general and administrative expenses, depreciation, amortization, total costs and expenses, and net loss for the three months ended September 30, 2016 and for the three months ended September 30, 2015 are as follows:

	Three Months Ended  September 30, 2016			Three Months Ended  September 30, 2015
Revenue	$	37,650		$	23,086
Selling, general and administrative		68,238			41,340
Related party service agreement		60,000			60,000
Total costs and expenses		128,238			101,340
Other expense - interest expense		(18,387	)		(18,387	)
Net Loss	$	(108,975	)	$	(96,641	)

For the three months ended September 30, 2016, we generated $37,650 in revenue compared to $23,086 for the three months ended September 30, 2015.  The increase of $14,564 or 39% was primarily due to increase in paying players and micro-transactions from our online game.

10

For the three months ended September 30, 2016, our selling, general and administrative expenses of $68,238 consisted primarily of $33,910 in professional fees, $20,000 in contributed services and $14,327 in office expense.  For the three months ended September 30, 2015, our selling, general and administrative expenses of $41,340 consisted primarily of $16,470 in professional fees, $20,000 in contributed services and $4,870 in office expenses. The increase of $26,898 or 39% was primarily due to increase in professional fees and corporate income tax.

The related party service agreement is for services provided by a related party for game translation, customer support, and system operations and maintenance. The Company is required to pay $10,000 in cash and $10,000 in cash or stock each month.

For the three months ended September 30, 2016, we had $128,238 in total costs and expenses compared to $101,340 for the three months ended September 30, 2015.  The increase of $26,898 or 21% was primarily due to increase in professional fees and corporate income tax.

Other Expenses for the three months ended September 30, 2016 consisted of $18,387. Other Expenses for the three months ended September 30, 2015 consisted of $18,387. There was no change in interest expense.

Net Loss

 Our Net Loss for the three months ended September 30, 2016 was $108,975 compared to $96,641 for the three months ended September 30, 2015.  The increase of $12,334 or 11% was primarily due to increase in professional fees and corporate income tax.

Nine months ended September 30, 2016 compared to nine months ended September 30, 2015

Our revenues, selling, general and administrative expenses, depreciation, amortization, total costs and expenses, and net loss for the nine months ended September 30, 2016 and for the nine months ended September 30, 2015 are as follows:

	Nine Months Ended  September 30, 2016			Nine Months Ended  September 30, 2015
Revenue	$	116,693		$	65,861
Selling, general and administrative		196,343			151,006
Related party service agreement		180,000			180,000
Total costs and expenses		376,343			331,006
Other expense - interest expense		(54,761	)		(54,761	)
Net Loss	$	(314,411	)	$	(319,706	)

For the nine months ended September 30, 2016, we generated $116,693 in revenue compared to $65,861 for the nine months ended September 30, 2015.  The increase of $50,832 or 44% was primarily due to increase in paying players and micro-transactions from our online game.

For the nine months ended September 30, 2016, our selling, general and administrative expenses of $196,343 consisted primarily of $98,475 in professional fees, $60,000 in contributed services, and $37,866 in office expenses. For the nine months ended September 30, 2015, our selling, general and administrative expenses of $151,006 consisted primarily of $72,350 in professional fees, $60,000 in contributed services, and $18,656 in office expenses. The increase of $45,337 or 23% was primarily due to increase in professional fees and corporate income tax.

The related party service agreement is for services provided by a related party for game translation, customer support, and system operations and maintenance. The Company is required to pay $10,000 in cash and $10,000 in cash or stock each month.

For the nine months ended September 30, 2016, we had $376,343 in total costs and expenses compared to $331,006 for the nine months ended September 30, 2015.  The increase of $45,337 or 12% was primarily due to increase in professional fees and corporate income tax.

Other Expenses for the nine months ended September 30, 2016 consisted of $54,761. Other Expenses for the nine months ended September 30, 2015 consisted of $54,761. There was no change in interest expense.

Net Loss

Our Net Loss for the nine months ended September 30, 2016 was $314,411 compared to $319,706 for the nine months ended September 30, 2015.  The increase of $5,295 or 2% was primarily due to increase in our selling, general and administrative fees offset by increase in our revenue generated from our online game.

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Liquidity and Capital Resources

Our primary asset is cash.

During the nine months ended September 30, 2016, our online games business segment generated $116,693 in total revenues while in commercial service.

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 can generate enough revenue to sustain our operations.

	As of September 30, 2016		As of December 31, 2015		Change
Cash and cash equivalents	$	12,879	$	5,922	$	6,957
Total current assets		12,879		5,922		6,957
Deposits		1,300		1,300		—
Total assets		14,179		7,222		6,957
Accounts payable		498,895		498,895		—
Accrued expenses		605,974		485,393		120,581
Due to affiliate under service agreement		1,416,000		1,251,000		165,000
Advances from affiliate		332,050		356,263		(24,213	)
Loans payable		1,215,799		1,215,799		—
Total Current Liabilities		4,068,718		3,807,350		261,368

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 agreement.

Sources and Uses of Cash

Operations

For the nine months ended September 30, 2016 we had a net loss of $314,411 compared to $319,706 for the nine months ended September 30, 2015.  This was offset by contributed services of $60,000, increase in accrued expenses of $120,581 and an increase in amounts due to affiliate under service agreement of $180,000 for total cash used in our operating activities of $46,170.

Investments

We did not use any cash in investment activities for the three and nine months ended September 30, 2016.

We did not use any cash in investment activities for the three and nine months ended September 30, 2015.

Financing

For the nine months ended September 30, 2016, our cash flows from financing activities totaled $39,213 from a repayment of an advance from affiliate.

For the nine months ended September 30, 2015, our cash flows from financing activities totaled $27,720 from $28,720 in net cash from proceeds advanced from affiliate offset by $1,000 in repayment of advance from affiliate.

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.

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Revenue Recognition

Revenues are recognized when all 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

Not applicable.

ITEM 4 Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer, who is also our 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, 2016 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 concluded that as of September 30, 2016, 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

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.

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM 3 Defaults Upon Senior Securities

None.

ITEM 4 Mine Safety Disclosures.

Not applicable.

ITEM 5 Other Information

None.

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ITEM 6 Exhibits

31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Financial and Accounting Officer
32.1	Principal Executive Officer and Principal Financial and Accounting Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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.
November 21, 2016
	By:	/s/Seong Sam Cho
		Seong Sam Cho
		Its: President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

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EX-31

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Seong Sam Cho, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Pollex, Inc. for the fiscal quarter ended September 30, 2016.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this interim report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this interim report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: November 21, 2016	By:	/s/Seong Sam Cho
		Seong Sam Cho
		Its: President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

EX-32

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Pollex, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Seong Sam Cho, President, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)    The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 21, 2016	By:	/s/Seong Sam Cho
		Seong Sam Cho
		Its: President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to Pollex, Inc. and will be retained by Pollex, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 21, 2016
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
Entity Registrant Name	Pollex, Inc.
Entity Central Index Key	0001178377
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	PLLX
Entity Common Stock, Shares Outstanding		5,121,689

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BALANCE SHEETS - USD ($)	Sep. 30, 2016	Dec. 31, 2015
CURRENT ASSETS
Cash and cash equivalents	$ 12,879	$ 5,922
Total Current Assets	12,879	5,922
Property and equipment, net of accumulated depreciation of $10,479 and $10,479 at September 30, 2016 and December 31, 2015, respectively	0	0
Other asset - Deposit	1,300	1,300
Total Assets	14,179	7,222
CURRENT LIABILITIES
Accounts payable	498,895	498,895
Accrued expenses	605,974	485,393
Amounts due to affiliate under service agreement	1,416,000	1,251,000
Advances from affiliate	332,050	356,263
Loans payable	1,215,799	1,215,799
Total Current Liabilities	4,068,718	3,807,350
Stockholders' Deficit
Common stock, authorized 300,000,000 shares;par value $0.001; 5,121,688 issued and outstanding at September 30, 2016 and December 31, 2015, respectively	5,120	5,120
Additional paid-in capital	137,094,861	137,034,861
Accumulated deficit	(141,154,520)	(140,840,109)
Total Stockholders’ Deficit	(4,054,539)	(3,800,128)
Total Liabilities and Stockholders’ Deficit	$ 14,179	$ 7,222

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BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Accumulated depreciation of property and equipment (in dollars)	$ 10,479	$ 10,479
Common Stock, Shares Authorized	300,000,000	300,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common Stock, Shares, Issued	5,121,688	5,121,688
Common Stock, Shares, Outstanding	5,121,688	5,121,688

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STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
REVENUES	$ 37,650	$ 23,086	$ 116,693	$ 65,861
COSTS AND EXPENSES
Selling, general and administrative	68,238	41,340	196,343	151,006
Related party service agreement	60,000	60,000	180,000	180,000
Total Costs and Expenses	128,238	101,340	376,343	331,006
OPERATING LOSS	(90,588)	(78,254)	(259,650)	(265,145)
OTHER EXPENSE
Interest expense	(18,387)	(18,387)	(54,761)	(54,561)
Total Other Expense	(18,387)	(18,387)	(54,761)	(54,561)
LOSS BEFORE INCOME TAXES	(108,975)	(96,641)	(314,411)	(319,706)
PROVISION FOR INCOME TAXES	0	0	0	0
NET LOSS	$ (108,975)	$ (96,641)	$ (314,411)	$ (319,706)
NET LOSS PER COMMON SHARE (Basic and Diluted)	$ (0.02)	$ (0.02)	$ (0.06)	$ (0.06)
WEIGHTED AVERAGE SHARES OUTSTANDING	5,121,688	5,121,688	5,121,688	5,121,688

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STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (314,411)	$ (319,706)
Adjustments to reconcile net loss to net cash used in continuing operating activities:
Contributed Service	60,000	60,000
Changes in assets and liabilities:
(Increase) decrease in receivable from affiliate	0	(9,929)
Increase (decrease) in account payable	0	4,081
Increase (decrease) in accrued expenses	120,581	58,062
Increase (decrease) in amounts due affiliate under service agreement	180,000	180,000
Net cash used in operating activities	46,170	(19,992)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advance from affiliate	0	28,720
Repayment of advance from affiliate	(39,213)	(1,000)
Net cash provided by (used in) financing activities	(39,213)	27,720
Net increase in cash	6,957	7,728
CASH AT BEGINNING OF YEAR	5,922	4,329
CASH AT END OF YEAR	12,879	12,057
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest	0	0
Cash paid for taxes	0	0
Assumption of accounts receivable by lender	$ 0	$ 0

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BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

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, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. For further information, refer to the financial statements and footnotes thereto included in the Pollex, Inc. annual report on Form 10-K for the year ended December 31, 2015.

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GOING CONCERN

9 Months Ended

Sep. 30, 2016

Going Concern [Abstract]

GOING CONCERN

NOTE B – GOING CONCERN

As shown in the accompanying financial statements, the Company incurred net losses of $314,411 and $319,706 for the nine months ended September 30, 2016 and 2015, respectively, had negative working capital of $4,055,839 at September 30, 2016 and had an accumulated deficit of $141,154,520 at September 30, 2016. In order to fund future operations, the Company will need to raise capital through the equity markets and generate 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 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.

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LICENSE AGREEMENTS

9 Months Ended

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

LICENSE AGREEMENTS

NOTE C – LICENSE AGREEMENTS

The Company began operating The Great Merchant, in open beta testing in January 2010, and the game opened for full commercial service in September 2011. During the nine months ended September 30, 2016 and 2015, the Company generated revenues of $116,693 and $65,861, respectively, from The Great Merchant.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2016

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE D – RELATED PARTY TRANSACTIONS

Certain expenses have been paid on behalf of the Company by Joytoto Co., Ltd (“Joytoto Korea”), of which the Company is 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. During the nine months ended September 30, 2016, the Company repaid $39,213.

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, 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 nine months ended September 30, 2016 and 2015, $180,000 and $180,000, respectively, were recognized in the Statement of Operations under this agreement. At September 30, 2016 and December 31, 2015, $1,416,000 and $1,251,000 respectively were due to Gameforyou, Incorporated.

During the year ended December 31, 2014, the Company began making purchases of computer equipment for resale by a related company, BCasual, Incorporated (“BCasual”.) At September 30, 2016 and December 31, 2015, BCasual owed the Company $0 and $59,934, respectively, relating to these transactions. Effective December 31, 2015, Joytoto Korea agreed to assume the amounts due from BCasual. As such, the payable to Joytoto Korea has been offset by the $59,934 due from BCasual at December 31, 2015.

In June 2014, the Company entered a sublease agreement with BCasual for its’ existing office space. BCasual agreed to pay the Company $1,250 per month under this agreement.

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LOANS PAYABLE

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

LOANS PAYABLE

NOTE E – LOANS PAYABLE

The loans payable consists of borrowings from two notes. The terms of both promissory notes are one year and bear interest at an annual rate of 6% and are unsecured. The notes may be repaid at any time prior to its due date without a prepayment penalty.

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INCOME TAXES

9 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE F - INCOME TAXES

At September 30, 2016 and December 31, 2015, the Company had unused net operating loss carryforwards of approximately $6,900,000 and $6,600,000, respectively, for income tax purposes, which expire between 2027 and 2036. The net operating loss carryforwards may result in future income tax benefits of approximately $2,269,000 and $2,250,000, respectively; however, because realization is uncertain at this time, a valuation reserve equal to the potential future tax benefit has been established. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

 

Significant components of the Company’s deferred tax liabilities and assets at September 30, 2016 and December 31, 2015 are as follows:

	September  30,		December 31,
	2016		2015
Deferred tax liabilities	$	-	$	-
Deferred tax asset-
Net operating loss carryforward		2,269,000		2,250,000
Valuation allowance		(2,269,000)		(2,250,000)
Net deferred tax asset	$	-	$	-

The income tax expense (benefit) differs from the amount computed by applying the United States statutory corporate income tax rate as follows:

	September 30, 2016			December 31, 2015
U.S statutory income tax rate		34	%		34	%
Change in valuation allowance of deferred tax assets		34	%		34	%
Net tax expense		-	%		-	%

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE G- COMMITMENTS AND CONTINGENCIES

Property Leases:

On September 5, 2012, the Company signed a lease for office space in Santa Clara, California. The lease term is through September 30, 2016.  The Company made a deposit of $1,300 and the rent payments are $1,685 per month. In June 2014, the Company entered a sublease agreement with BCasual for its’ existing office space. BCasual agreed to pay the Company $1,250 per month under this agreement.

The minimum future lease commitment at September 30, 2016 on the above lease is $16,850, through September 30, 2017, exclusive of $11,250 in noncancelable subleases.

Employment Agreements:

On March 21, 2014, the Company entered into three-year employment agreement Seong Sam Cho, to serve as Chief Executive Officer, President and Chairman for an annual salary of $1.00.

For the nine months ended September 30, 2016 and 2015, the Company recorded $60,000 and $60,000, respectively, for the fair value of the services contributed by Seong Sam Cho.

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INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

Schedule of components of deferred tax liabilities and assets

Significant components of the Company’s deferred tax liabilities and assets at September 30, 2016 and December 31, 2015 are as follows:

	September  30,		December 31,
	2016		2015
Deferred tax liabilities	$	-	$	-
Deferred tax asset-
Net operating loss carryforward		2,269,000		2,250,000
Valuation allowance		(2,269,000)		(2,250,000)
Net deferred tax asset	$	-	$	-

Schedule of income tax expense (benefit) by applying the United States statutory corporate income tax rate

The income tax expense (benefit) differs from the amount computed by applying the United States statutory corporate income tax rate as follows:

	September 30, 2016			December 31, 2015
U.S statutory income tax rate		34	%		34	%
Change in valuation allowance of deferred tax assets		34	%		34	%
Net tax expense		-	%		-	%

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GOING CONCERN (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Going Concern [Line Items]
Net loss	$ (108,975)	$ (96,641)	$ (314,411)	$ (319,706)
Working Capital	4,055,839		4,055,839
Accumulated deficit	$ (141,154,520)		$ (141,154,520)		$ (140,840,109)

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LICENSE AGREEMENTS (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Finite-Lived Intangible Assets [Line Items]
Revenue generated	$ 37,650	$ 23,086	$ 116,693	$ 65,861

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RELATED PARTY TRANSACTIONS (Details Textual) - USD ($)	1 Months Ended	9 Months Ended
	Jun. 30, 2014	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Related Party Transaction [Line Items]
Repayments of Related Party Debt		$ 39,213	$ 1,000
Due to Related Parties, Current		332,050		$ 356,263
Game For You [Member] | Service Agreement [Member]
Related Party Transaction [Line Items]
Related party service agreement		180,000	$ 180,000
Amount due to Gameforyou, Incorporated		1,416,000		1,251,000
Amounts due to related party in cash per month		10,000
Amounts due to related party in cash or stock per month		10,000
BCasual [Member] | Office Building [Member]
Related Party Transaction [Line Items]
Operating Leases, Rent Expense	$ 1,250
BCasual [Member] | Computer Equipment [Member]
Related Party Transaction [Line Items]
Due to Related Parties, Current		0		$ 59,934
Joytoto Co Ltd [Member]
Related Party Transaction [Line Items]
Repayments of Related Party Debt		$ 39,213

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LOANS PAYABLE (Details Textual)	Sep. 30, 2016
Loans Payable [Member]
Debt Instrument [Line Items]
Promissory note, rate of interest	6.00%

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INCOME TAXES (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Income Tax [Line Items]
Deferred tax liabilities	$ 0	$ 0
Deferred tax asset-
Net operating loss carryforward	2,269,000	2,250,000
Valuation allowance	(2,269,000)	(2,250,000)
Net deferred tax asset	$ 0	$ 0

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INCOME TAXES (Details 1)	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Income Tax [Line Items]
U.S statutory income tax rate	34.00%	34.00%
Change in valuation allowance of deferred tax assets	34.00%	34.00%
Net tax expense	0.00%	0.00%

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INCOME TAXES (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Income Tax [Line Items]
Unused net operating loss carryforward	$ 6,900,000	$ 6,600,000
Net operating loss carryforward	$ 2,269,000	$ 2,250,000
Operating loss carryforwards expiration description	expire between 2027 and 2036

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COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($)	1 Months Ended		9 Months Ended
	Jun. 30, 2014	Mar. 21, 2014	Sep. 30, 2016	Sep. 30, 2015
Operating Leased Assets [Line Items]
Fair value of services			$ 60,000	$ 60,000
Property Lease [Member]
Operating Leased Assets [Line Items]
Rental payment per month			1,685
Deposit on property lease			1,300
Minimum future lease commitments			16,850
Minimum future lease commitments noncancelable sublease			$ 11,250
Property Lease [Member] | BCasual Inc [Member]
Operating Leased Assets [Line Items]
Operating Leases, Income Statement, Sublease Revenue	$ 1,250
Chief Executive Officer, President and Chairman - Seong Sam Cho
Operating Leased Assets [Line Items]
Annual salary		$ 1.00