OMB
      APPROVALOMB
      Number:
              3235-0070Expires:
              August
      31, 2008Estimated
      average burdenhours
      per response
              192.00
  UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
DC 20549
 
 FORM
10-Q
 
 T
              QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
quarterly period ended:  June 30, 2008
 
 £
              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  000-29219
 
 SYNTHENOL
      INC.(Exact
      name of registrant as specified in its charter)
 
 
 Florida
              
              98-0199508(State
      or other jurisdiction of incorporation or organization)
              
              (IRS
      Employer Identification No.)
 
 
 Suite
      206 – 388 Drake Street
                Vancouver,
      British Columbia, Canada
              
              V6B
      6A8(Address
      of principal executive offices)
              
              (Zip
      Code)
 
 
 Issuer’s
      telephone number
              
              (604)
      648-2090
 
 (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
      T
              
              No
      £
 
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
      Accelerated Filer
              £
              Accelerated
      Filer
              £Non
      Accelerated Filer
              £
              Smaller
      Reporting Company
              T
  -1-
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 
 Yes
      £
              
              No
      T
 
 
 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
      £
              
              No
      £
              
              Not
      Applicable
 
 
 APPLICABLE
ONLY TO CORPORATE ISSUERS
 
 The
number of shares of common stock outstanding as of August 8, 2008 was
731,522.
  -2-
  SYNTHENOLINC.
 
 FORM
10-Q
 PART I – FINANCIALS
      INFORMATION
                  
                  4ITEM 1.
                  
                  FINANCIAL STATEMENTS
                  
                  4CONSOLIDATED BALANCE
      SHEETS
                  
                  5CONSOLIDATED STATEMENTS OF
      OPERATIONS
                  
                  6CONSOLIDATED STATEMENTS OFCASHFLOWS
                  
                  7CONSOLIDATED STATEMENT OF
      STOCKHOLDERS’ DEFICIENCY
                  
                  8NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
                  
                  12ITEM 2.
                  
                  MANAGEMENT’S DISCUSSIONANDANALYSIS OF FINANCIAL CONDITIONANDRESULTS
      OF OPERATIONS
                  
                  16ITEM 3.
                  
                  QUANTITATIVEANDQUALITATIVE DISCLOSURES ABOUT MARKET RISK
                  
                  17ITEM 4.
                  
                  CONTROLSANDPROCEDURES
                  
                  18PART II--OTHER
      INFORMATION
                  
                  18ITEM 1.
                  
                  LEGAL
      PROCEEDINGS
                  
                  18ITEM 1A.
                  
                  RISK
    FACTORS
                  
                  18ITEM 2.
                  
                  UNREGISTERED SALES OF EQUITY
      SECURITIESANDUSE OF PROCEEDS.
                  
                  18ITEM 3.
                  
                  DEFAULTS UPON SENIOR
      SECURITIES
                  
                  19ITEM 4.
                  
                  SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS
                  
                  19ITEM 5.
                  
                  OTHER
      INFORMATION
                  
                  19ITEM 6.
                  
                  EXHIBITS
                  
                  19
  -3-
 Table of Contents
 PARTI – FINANCIALS INFORMATION
 
 ITEM1.  FINANCIAL STATEMENTS
 
 
 SYNTHENOL
INC.
  (A
Development Stage Company)
  CONSOLIDATED
FINANCIAL STATEMENTS
  June 30,
2008
  Unaudited
  -4-
 Table of Contents
   SYNTHENOLINC.
 (A
Development Stage Company)
 CONSOLIDATED
BALANCE SHEETS
 June
      30,
                
                
                December
      31,ASSETS
                
                2008
                
                
                2007UnauditedCurrentCash
                
                $
                818
                
                
                $
                66,273Receivable
      (Note 6)
                
                
                1
                
                
                
                -$
                819
                
                
                $
                66,273LIABILITIES AND
      STOCKHOLDERS’ DEFICITCurrentAccounts
      payable and accrued liabilities (Note 4)
                
                $
                58,426
                
                
                $
                133,508Notes
      payable (Notes 3 and 6)
                
                
                300,099
                
                
                
                309,079358,525
                
                
                
                442,587Capital
      stockPreferred
      stock, $0.01 par value, 5,000,000 shares authorized, no shares issued or
      outstandingCommon
      stock, $0.01 par value, 100,000,000 shares authorized 731,522 (December
      31, 2007: 731,522) shares issued and outstanding
                
                
                7,315
                
                
                
                7,315Treasury
      stock, at cost, 540 shares (December 31, 2007: 540)
                
                
                (270
                )
                
                
                (270
                )Additional
      paid-in capital
                
                
                1,974,187
                
                
                
                1,974,187Accumulated
      other comprehensive income
                
                
                6,034
                
                
                
                5,213Deficit
                
                
                (1,305,454
                )
                
                
                (1,305,454
                )Deficit
      accumulated during the development stage
                
                
                (1,039,518
                )
                
                
                (1,057,305
                )(357,706
                )
                
                
                (376,314
                )$
                819
                
                
                $
                66,273
 Contingencies
(Note 2)
 Commitments
(Note 3)
 Subsequent
event (Note 7)
 
 
 SEE
ACCOMPANYING NOTES
  -5-
 Table of Contents
  SYNTHENOLINC.
 (A
Development Stage Company)
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 Unaudited
 Three
      months ended
                
                
                Six
      months ended
                
                
                January
      1, 2004
                  (Date
      of Inception
                  of
      the Development
                  Stage)
      toJune
      30,
                
                
                
                
                
                June
      30,
                
                
                
                
                
                June
      30,2008
                
                
                2007
                
                
                2008
                
                
                2007
                
                
                2008General
      and administrative expensesAmortization
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                27,077Bad
      debt
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                525Corporate
      promotion
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                13,920Finance
      charges
                
                
                12,051
                
                
                
                -
                
                
                
                16,102
                
                
                
                -
                
                
                
                27,387Insurance
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                15,901Interest
      on notes payable (Note 3)
                
                
                3,079
                
                
                
                -
                
                
                
                7,986
                
                
                
                -
                
                
                
                31,414Management
      and consultant fees (Note 4)
                
                
                26,625
                
                
                
                29,157
                
                
                
                50,981
                
                
                
                51,914
                
                
                
                275,580Office
      supplies and services
                
                
                2,628
                
                
                
                4,040
                
                
                
                3,337
                
                
                
                8,255
                
                
                
                49,754Professional
      fees
                
                
                12,810
                
                
                
                576
                
                
                
                18,810
                
                
                
                14,706
                
                
                
                254,017Rent
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                16,311Wages
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                84,258Loss
      before other items
                
                
                (57,192
                )
                
                
                (33,773
                )
                
                
                (97,216
                )
                
                
                (74,875
                )
                
                
                (796,144
                )Other
      itemsLoss
      on disposition of equipment
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (15,028
                )Write-down
      of intangible assets
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (50,001
                )Write-off
      of payables
                
                
                36,567
                
                
                
                -
                
                
                
                36,567
                
                
                
                -
                
                
                
                36,567Write-off
      of notes payable
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                14,823Gain
      on settlement of lawsuit
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                44,445Loss
      from continuing operations
                
                
                (20,626
                )
                
                
                (33,773
                )
                
                
                (60,649
                )
                
                
                (74,875
                )
                
                
                (765,338
                )Loss
      on sale of discontinued operations (Note 6)
                
                
                78,436
                
                
                
                -
                
                
                
                78,436
                
                
                
                -
                
                
                
                (274,180
                )Net
      income (loss)
                
                $
                57,810
                
                
                $
                (33,773
                )
                
                $
                17,787
                
                
                $
                (74,875
                )
                
                $
                (1,039,518
                )Basic
      and diluted loss per common share
                
                $
                0.08
                
                
                $
                (0.05
                )
                
                $
                0.02
                
                
                $
                (0.10
                )Weighted
      average number of common share outstanding – basic and
    diluted
                
                
                731,522
                
                
                
                731,522
                
                
                
                731,522
                
                
                
                731,522Comprehensive
      lossNet
      income (loss)
                
                $
                57,810
                
                
                $
                (33,773
                )
                
                $
                17,787
                
                
                $
                (74,875
                )
                
                $
                (1,039,518
                )Foreign
      currency translation adjustment
                
                
                1,443
                
                
                
                (6,660
                )
                
                
                821
                
                
                
                (6,673
                )
                
                
                6,034Total
      comprehensive loss
                
                $
                59,253
                
                
                $
                (40,433
                )
                
                $
                18,608
                
                
                $
                (81,548
                )
                
                $
                (1,033,484
                )
 
 
 SEE
ACCOMPANYING NOTES
  -6-
 Table of Contents
  SYNTHENOLINC.
 (A
Development Stage Company)
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 Unaudited
  January
      1, 2004(Date
      of Inceptionof
      the DevelopmentSix
      months ended
              
              
              Stage)
      toJune
      30,
              
              
              June
      30,2008
              
              
              2007
              
              
              2008Cash
      flows from operating activitiesNet
      income (loss)
              
              $
              17,787
              
              
              $
              (74,875
              )
              
              $
              (1,039,518
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Finance
      charges
              
              
              16,102
              
              
              
              -
              
              
              
              27,387Accrued
      interest on notes payable
              
              
              7,986
              
              
              
              6,954
              
              
              
              31,414Amortization
              
              
              -
              
              
              
              -
              
              
              
              27,077Foreign
      exchange effect on notes payable
              
              
              (2,798
              )
              
              
              -
              
              
              
              5,303Issuance
      of common stock for services
              
              
              -
              
              
              
              -
              
              
              
              1,000Stock-based
      compensation
              
              
              -
              
              
              
              -
              
              
              
              4,460Loss
      on disposition of equipment
              
              
              -
              
              
              
              -
              
              
              
              225,184Write-down
      of intangible assets
              
              
              -
              
              
              
              -
              
              
              
              360,001Write-off
      of payables
              
              
              (36,567
              )
              
              
              -
              
              
              
              (36,567
              )Write-off
      of notes payable
              
              
              -
              
              
              
              -
              
              
              
              (18,729
              )Gain
      on settlement of lawsuit
              
              
              -
              
              
              
              -
              
              
              
              (44,445
              )Gain
      on sale of subsidiaries
              
              
              (78,437
              )
              
              
              
              
              
              
              (108,121
              )Changes
      in non-cash working capital items:Prepaid
      expenses and deposits
              
              
              -
              
              
              
              (10,709
              )
              
              
              -Accounts
      payable and accrued liabilities
              
              
              10,013
              
              
              
              7,844
              
              
              
              143,521Cash
      used in continuing operations
              
              
              (65,914
              )
              
              
              290
              
              
              
              (422,033
              )Discontinued
      operations
              
              
              (362
              )
              
              
              (290
              )
              
              
              (171,213
              )Net
      cash used in operating activities
              
              
              (66,276
              )
              
              
              (70,786
              )
              
              
              (593,246
              )Cash
      flows from investing activitiesProceeds
      from sale of subsidiary
              
              
              -
              
              
              
              1
              
              
              
              1Proceeds
      from assets disposition
              
              
              -
              
              
              
              -
              
              
              
              5,458Purchase
      of equipment
              
              
              -
              
              
              
              -
              
              
              
              (5,808
              )Net
      cash used in investing activities
              
              
              -
              
              
              
              -
              
              
              
              (349
              )Cash
      flows from financing activitiesProceeds
      from notes payable
              
              
              -
              
              
              
              65,000
              
              
              
              398,614Proceeds
      from issuance of common stock
              
              
              -
              
              
              
              -
              
              
              
              1,000Net
      cash provided by financing activities
              
              
              -
              
              
              
              65,000
              
              
              
              399,614Effect
      of exchange rate changes on cash
              
              
              821
              
              
              
              (6,673
              )
              
              
              (14,718
              )Change
      in cash from continuing operations
              
              
              (65,455
              )
              
              
              (12,459
              )
              
              
              (208,699
              )Cash,
      beginning
              
              
              66,273
              
              
              
              13,462
              
              
              
              209,517Cash,
      ending
              
              $
              818
              
              
              $
              1,003
              
              
              $
              818
 Supplemental
cash flow information (Note 5)
 
 
 SEE
ACCOMPANYING NOTES
  -7-
 Table of Contents
  SYNTHENOLINC.
 (A
Development Stage Company)
 CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ DEFICIENCY
 Unaudited
 DeficitAccumulated
              
              
              
              
              
              AccumulatedAdditional
              
              
              
              
              
              Other
              
              
              
              
              
              During
      theCommon
      Shares
              
              
              Treasury
              
              
              Paid-in
              
              
              Subscriptions
              
              
              Comprehensive
              
              
              
              
              
              DevelopmentNumber
              
              
              Amount
              
              
              Stock
              
              
              Capital
              
              
              Received
              
              
              Income
              
              
              Deficit
              
              
              Stage
              
              
              TotalMay
      3, 1989 ( Inception) through December 31, 1997
              
              
              60,022
              
              
              $
              600
              
              
              $
              -
              
              
              $
              9,400
              
              
              $
              -
              
              
              $
              -
              
              
              $
              (10,000
              )
              
              $
              -
              
              
              $
              -Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (148,931
              )
              
              
              -
              
              
              
              (148,931
              )Shares
      issued for cash
              
              
              180,000
              
              
              
              1,800
              
              
              
              -
              
              
              
              148,200
              
              
              
              2,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              152,000Balance
      at December 31, 1998
              
              
              240,022
              
              
              
              2,400
              
              
              
              -
              
              
              
              157,600
              
              
              
              2,000
              
              
              
              -
              
              
              
              (158,931
              )
              
              
              -
              
              
              
              3,069Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (511,587
              )
              
              
              -
              
              
              
              (511,587
              )Foreign
      currency translation adjustment
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (14,130
              )
              
              
              -
              
              
              
              -
              
              
              
              (14,130
              )Share
      issued for services
              
              
              15,000
              
              
              
              150
              
              
              
              -
              
              
              
              124,850
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              125,000Subscription
      receivable
              
              
              12,000
              
              
              
              120
              
              
              
              -
              
              
              
              99,880
              
              
              
              8,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              108,000Share
      issued for intangible assets
              
              
              15,000
              
              
              
              150
              
              
              
              -
              
              
              
              124,850
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              125,000Balance
      at December 31, 1999
              
              
              282,022
              
              
              
              2,820
              
              
              
              -
              
              
              
              507,180
              
              
              
              10,000
              
              
              
              (14,130
              )
              
              
              (670,518
              )
              
              
              -
              
              
              
              (164,648
              )Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (339,063
              )
              
              
              -
              
              
              
              (339,063
              )Foreign
      currency translation adjustment
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              18,885
              
              
              
              -
              
              
              
              -
              
              
              
              18,885Shares
      issued for cash
              
              
              21,600
              
              
              
              216
              
              
              
              -
              
              
              
              259,784
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              260,000Shares
      issued for settlement of debt
              
              
              4,500
              
              
              
              45
              
              
              
              -
              
              
              
              174,955
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              175,000Subscription
      receivable
              
              
              600
              
              
              
              6
              
              
              
              -
              
              
              
              9,994
              
              
              
              (200
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              9,800Subscription
      received
              
              
              30,000
              
              
              
              300
              
              
              
              -
              
              
              
              499,700
              
              
              
              (9,350
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              490,650Stock
      option benefit
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              14,235
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              14,235Balance
      at December 31, 2000
              
              
              338,722
              
              
              
              3,387
              
              
              
              -
              
              
              
              1,465,848
              
              
              
              450
              
              
              
              4,755
              
              
              
              (1,009,581
              )
              
              
              -
              
              
              
              464,859Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              375,621
              
              
              
              -
              
              
              
              375,621Foreign
      currency translation adjustment
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              13,629
              
              
              
              -
              
              
              
              -
              
              
              
              13,629Shares
      issued for cash
              
              
              300
              
              
              
              3
              
              
              
              -
              
              
              
              2,247
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              2,250Subscription
      received
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              200
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              200Stock
      option benefit
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              118,920
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              118,920Repurchase
      of common stock for treasury
              
              
              -
              
              
              
              -
              
              
              
              (270
              )
              
              
              (6,611
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (6,881
              )Balance
      at December 31, 2001
              
              
              339,022
              
              
              
              3,390
              
              
              
              (270
              )
              
              
              1,580,404
              
              
              
              650
              
              
              
              18,384
              
              
              
              (633,960
              )
              
              
              -
              
              
              
              968,598Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (63,864
              )
              
              
              -
              
              
              
              (63,864
              )Foreign
      currency translation adjustment
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (1,155
              )
              
              
              
              
              
              
              -
              
              
              
              (1,155
              )Shares
      issued for cash
              
              
              4,500
              
              
              
              45
              
              
              
              -
              
              
              
              33,705
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              33,750Balance
      at December 31, 2002
              
              
              343,522
              
              
              $
              3,435
              
              
              $
              (270
              )
              
              $
              1,614,109
              
              
              $
              650
              
              
              $
              17,229
              
              
              $
              (697,824
              )
              
              $
              -
              
              
              $
              937,329
 
 
 SEE
ACCOMPANYING NOTES
  -8-
 Table of Contents
  SYNTHENOL
INC.
 (A
Development Stage Company)
 CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ DEFICIENCY
 Unaudited
 DeficitAccumulated
              
              
              
              
              
              AccumulatedAdditional
              
              
              
              
              
              Other
              
              
              
              
              
              During
      theCommon
      Shares
              
              
              Treasury
              
              
              Paid-in
              
              
              Subscriptions
              
              
              Comprehensive
              
              
              
              
              
              DevelopmentNumber
              
              
              Amount
              
              
              Stock
              
              
              Capital
              
              
              Received
              
              
              Income
              
              
              Deficit
              
              
              Stage
              
              
              TotalBalance
      at December 31, 2002
              
              
              343,521
              
              
              
              3,435
              
              
              
              (270
              )
              
              
              1,614,109
              
              
              
              650
              
              
              
              17,229
              
              
              
              (697,824
              )
              
              
              -
              
              
              
              937,329Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (607,630
              )
              
              
              -
              
              
              
              (607,630
              )Foreign
      currency translation adjustment
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,752
              
              
              
              -
              
              
              
              -
              
              
              
              1,752Stock
      option benefit
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              11,800
              
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              11,800Cancellation
      of agreement
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (650
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (650
              )Share
      issues for cash on exercise of options
              
              
              12,000
              
              
              
              120
              
              
              
              -
              
              
              
              11,880
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              12,000Share
      issues for consulting services
              
              
              45,000
              
              
              
              450
              
              
              
              -
              
              
              
              49,675
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              50,125Share
      issues for intangible assets
              
              
              60,000
              
              
              
              600
              
              
              
              -
              
              
              
              104,400
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              105,000Share
      issued for software
              
              
              60,000
              
              
              
              600
              
              
              
              -
              
              
              
              53,400
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              54,000Balance
      at December 31, 2003
              
              
              520,521
              
              
              
              5,205
              
              
              
              (270
              )
              
              
              1,845,264
              
              
              
              -
              
              
              
              18,981
              
              
              
              (1,305,454
              )
              
              
              -
              
              
              
              563,726Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (795,364
              )
              
              
              (795,364
              )Foreign
      currency translation adjustment
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (238
              )
              
              
              -
              
              
              
              -
              
              
              
              (238
              )Stock-based
      compensation
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              4,460
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              4,460Shares
      issued for cash on exercise of options
              
              
              1,000
              
              
              
              10
              
              
              
              -
              
              
              
              990
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,000Share
      issued for debt
              
              
              140,000
              
              
              
              1,400
              
              
              
              -
              
              
              
              68,600
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              70,000Share
      issued forconsulting
      services
              
              
              2,000
              
              
              
              20
              
              
              
              -
              
              
              
              980
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,000Balance
      at December 31, 2004
              
              
              663,522
              
              
              
              6,635
              
              
              
              (270
              )
              
              
              1,920,294
              
              
              
              -
              
              
              
              18,743
              
              
              
              (1,305,454
              )
              
              
              (795,364
              )
              
              
              (155,416
              )Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (54,416
              )
              
              
              (54,416
              )Foreign
      currency translation adjustment
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (702
              )
              
              
              -
              
              
              
              -
              
              
              
              (702
              )Share
      issues for consulting services
              
              
              18,000
              
              
              
              180
              
              
              
              -
              
              
              
              8,820
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              9,000Balance
      at December 31, 2005
              
              
              681,522
              
              
              
              6,815
              
              
              
              (270
              )
              
              
              1,929,114
              
              
              
              -
              
              
              
              18,041
              
              
              
              (1,305,454
              )
              
              
              (849,780
              )
              
              
              (201,534
              )Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (36,575
              )
              
              
              (36,575
              )Foreign
      currency translation adjustment
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              563
              
              
              
              -
              
              
              
              -
              
              
              
              563Share
      issues for debt
              
              
              50,000
              
              
              
              500
              
              
              
              -
              
              
              
              24,500
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              25,000Balance
      at December 31, 2006
              
              
              731,522
              
              
              $
              7,315
              
              
              $
              (270
              )
              
              $
              1,953,614
              
              
              $
              -
              
              
              $
              18,604
              
              
              $
              (1,305,454
              )
              
              $
              (886,355
              )
              
              $
              (212,546
              )
 
 
 SEE
ACCOMPANYING NOTES
  -9-
 Table of Contents
  SYNTHENOL
INC.
 (A Development Stage
Company)
 CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ DEFICIENCY
 Unaudited
 DeficitAccumulated
              
              
              
              
              
              AccumulatedAdditional
              
              
              
              
              
              Other
              
              
              
              
              
              During
      theCommon
      Shares
              
              
              Treasury
              
              
              Paid-in
              
              
              Subscriptions
              
              
              Comprehensive
              
              
              
              
              
              DevelopmentNumber
              
              
              Amount
              
              
              Stock
              
              
              Capital
              
              
              Received
              
              
              Income
              
              
              Deficit
              
              
              Stage
              
              
              TotalBalance
      at December 31, 2006
              
              
              731,522
              
              
              $
              7,315
              
              
              $
              (270
              )
              
              $
              1,953,614
              
              
              $
              -
              
              
              $
              18,604
              
              
              $
              (1,305,454
              )
              
              $
              (886,355
              )
              
              $
              (212,546
              )Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (170,950
              )
              
              
              (170,950
              )Discount
      on notes payable
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              20,573
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              20,573Foreign
      currency translation adjustment
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (13,391
              )
              
              
              -
              
              
              
              -
              
              
              
              (13,391
              )Balance
      at December 31, 2007
              
              
              731,522
              
              
              
              7,315
              
              
              
              (270
              )
              
              
              1,974,187
              
              
              
              -
              
              
              
              5,213
              
              
              
              (1,305,454
              )
              
              
              (1,057,305
              )
              
              
              (376,314
              )Net
      income
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              17,787
              
              
              
              17,787Foreign
      currency translation adjustment
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              821
              
              
              
              -
              
              
              
              -
              
              
              
              821Balance
      at June 30, 2008 (Unaudited)
              
              
              731,522
              
              
              $
              7,315
              
              
              $
              (270
              )
              
              $
              1,974,187
              
              
              $
              -
              
              
              $
              6,034
              
              
              $
              (1,305,454
              )
              
              $
              (1,039,518
              )
              
              $
              (357,706
              )
 
 
 SEE
ACCOMPANYING NOTES
  -10-
 Table of Contents
  
 SYNTHENOL  INC.
              Schedule
      1
 (A
Development Stage Company)
 STATEMENTS
OF OPERATIONS FROM DISCONTINUED OPERATIONS
 (Unaudited)
 
 
 January
      1, 2004(Date
      ofInception
      of theDevelopmentSix
      months ended
              
              
              Stage)
      toJune
      30,
              
              
              June
      30,2008
              
              
              2007
              
              
              2008Amortization
              
              $
              -
              
              
              $
              -
              
              
              $
              57,051Bad
      debts
              
              
              -
              
              
              
              -
              
              
              
              20,388Management
      and consulting fees
              
              
              -
              
              
              
              -
              
              
              
              57,557Professional
      fees
              
              
              -
              
              
              
              -
              
              
              
              5,606Office
      supplies and services
              
              
              362
              
              
              
              290
              
              
              
              16,193Rent
              
              
              -
              
              
              
              -
              
              
              
              17,269Royalty,
      software and advertising
              
              
              -
              
              
              
              -
              
              
              
              69,251Wage
              
              
              -
              
              
              
              -
              
              
              
              105,659(362
              )
              
              
              (290
              )
              
              
              (348,974
              )Write-down
      of intangible assets
              
              
              -
              
              
              
              -
              
              
              
              (155,000
              )Forgiveness
      of debts
              
              
              -
              
              
              
              -
              
              
              
              359,008Loss
      on disposition of equipment
              
              
              -
              
              
              
              -
              
              
              
              (105,078
              )Incidental
      revenue
              
              
              -
              
              
              
              -
              
              
              
              33,043Operating
      income (loss) from discontinued operations
              
              
              (362
              )
              
              
              (290
              )
              
              
              131,973Gain
      on disposition of subsidiary – Note 6
              
              
              78,437
              
              
              
              -
              
              
              
              108,121Net
      income (loss)
              
              $
              78,075
              
              
              $
              (290
              )
              
              $
              (108,880
              )
 
 
 SEE
ACCOMPANYING NOTES
  -11-
 Table of Contents
  SYNTHENOLINC.
 (A
Development Stage Company)
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 June 30,
2008
 Unaudited
 
 Note
      1
              Interim Financial
      Statements
 
 The
foregoing unaudited interim consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q as promulgated by
the Securities and Exchange Commission ("SEC"). Accordingly, these financial
statements do not include all of the disclosures required by generally accepted
accounting principles for complete financial statements. The accompanying
unaudited financial statements and related notes should be read in conjunction
with the audited consolidated financial statements and the Form 10-KSB of the
Company for the year ended December 31, 2007. In the opinion of management, the
unaudited interim financial statements furnished herein include all adjustments,
all of which are of a normal recurring nature, necessary for a fair statement of
the results for the interim period presented.
 
 The
results of operations for such periods are not necessarily indicative of the
results expected for a full year or for any future period.
 
 Note
      2
              Nature and Continuance
      of Operations
 
 Synthenol
Inc. (the “Company”) was incorporated under the laws of the State of Florida on
May 3, 1989 as Sparta Ventures Corp. and remained inactive until June 27,
1998.  The name was changed to Thermal Ablation Technologies
Corporation on October 8, 1998 and then to Poker.com, Inc. on August 10,
1999.  On September 15, 2003, the Company changed its name to
LegalPlay Entertainment Inc.  The Company’s business to December 31,
2003 was primarily related to the operations of online gaming.  In
2004, the Company discontinued the online gaming operations and redirected its
business strategy to acquisition of new poker software and market the software
to on-line gaming sites worldwide. The Company is a development stage company as
defined by Statement of Financial Accounting Standards (“SFAS”) No. 7,
“Development Stage Enterprises.” On October 31, 2006, the shareholders of the
Company ratified the the decision to change the Company’s name to Synthenol Inc.
effective December 18, 2006.
 
 These
interim financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern, which assumes that
the Company will be able to meet its obligations and continue its operations for
its next fiscal year.  Realization values may be substantially
different from carrying values as shown and these financial statements do not
give effect to adjustments that would be necessary to the carrying values and
classification of assets and liabilities should the Company be unable to
continue as a going concern.  At June 30, 2008, the Company had not
yet achieved profitable operations, has accumulated losses of $1,039,518 during
its development stage and expects to incur further losses in the development of
its business, all of which casts substantial doubt about the Company’s ability
to continue as a going concern. The Company’s ability to continue as a going
concern is dependent upon its ability to generate future profitable operations
and/or to obtain the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come
due.  Management has no formal plan in place to address
this concern but considers that the Company will be able to obtain additional
funds by equity financing and/or related party advances; however there is no
assurance of additional funding being available.
  -12-
 Table of Contents
  SYNTHENOL
INC.
 (A
Development Stage Company)
 Notes to
Consolidated Financial Statements
 June 30,
2008
 Unaudited
  Note
      3
              Notes
      Payable
 
 Notes payable are comprised of the
following:
 
 A
promissory note of $32,954 (December 31, 2007 - $33,290) (CAD$33,000) payable to
Pannell Kerr Forster, Chartered Accountants, is unsecured, bears interest at the
Bank of Canada prime rate (6.50% as of June 30, 2008) and due on demand.
Interest accrued as of June 30, 2008 is $5,576 (December 31, 2007 - $6,777). On
May 12, 2008, the Company entered into an agreement with Pannell Kerr Foster in
order to settle outstanding debt of CAD$33,000 for a reduced amount of
CAD$6,000. The date of the settlement was originally June 30, 2008. The Company
failed to meet this obligation and the settlement date has been extended
indefinitely.
 
 The loans
totaling $235,000 (December 31, 2007 - $235,000) from Hokley Limited (“Hokley”),
an unrelated third party, are as follows:
 
 a)
              On
      April 6, 2006, the Company received $10,000 from Hokley. The promissory
      note is unsecured and bears interest at 5% per annum. The principal and
      accrued interest is payable by the Company on December 31,
      2008.
 
 b)
              On
      July 31, 2006, the Company received $25,000 from Hokley. The promissory
      note is unsecured and bears interest at 5% per annum. The principal and
      accrued interest is payable by the Company on December 31,
      2008.
 
 a)
              On
      December 15, 2006, the Company received $15,000 from Hokley. The
      promissory note is unsecured and bears interest at 5% per annum. The
      principal and accrued interest is payable by the Company on December 31,
      2008.
 
 b)
              On
      February 26, 2007, the Company received $35,000 from Hokley. The
      promissory note is unsecured and bears interest at 5% per annum. The
      principal and accrued interest is payable by the Company on August 31,
      2008.
 
 c)
              On
      May 15, 2007, the Company received $30,000 from Hokley. The promissory
      note is unsecured and bears interest at 5% per annum. The principal and
      accrued interest is payable by the Company on May 15, 2008. Subsequent to
      June 30, 2008, the Company entered into an agreement with Hokley to settle
      the debt. See Note 8.
 
 d)
              On
      July 18, 2007, the Company received $30,000 from Hokley. The promissory
      note is unsecured and bears interest at 5% per annum. The principal and
      accrued interest is payable by the Company on December 31,
      2008.
  -13-
 Table of Contents
  SYNTHENOL
INC.
 (A
Development Stage Company)
 Notes to
Consolidated Financial Statements
 June 30,
2008
 Unaudited
  Note 3
              Notes
      Payable – cont’d
 
 e)
              On
      October 3, 2007, the Company received $30,000 from Hokley. The promissory
      note is unsecured and bears interest at 10% per annum. The principal and
      accrued interest is payable by the Company on October 3,
    2008.
 
 f)
              On
      December 7, 2007, the Company received $60,000 from Hokley. The promissory
      note is unsecured and bears interest at 10% per annum. The principal and
      accrued interest is payable by the Company on December 7,
      2008.
 
 Pursuant
to SFAS No. 157, Fair Value Measurements, management has recognized that the
interest rate on the notes payable (“Notes”) from Hokley is below fair market
value, and has recorded a discount of $20,573 on the funds received from Hokley
during fiscal 2007. This value was recorded as additional paid-in capital and is
being deferred and amortized over the term of the Notes. The carrying value of
the Notes at June 30, 2008 of $233,814 (December 31, 2007 - $225,712) will be
accreted to the face value over the term of the Notes.
 
 Included
in the notes payable balance at June 30, 2008 is accrued interest and loan fees
of $27,755 (December 31, 2007 - $12,653) relating to the loans owing to
Hokley.
 
 During
the six months ended June 30, 2008, the Company sold its two wholly-owned
subsidiaries, see Note 7.  The sale of these subsidiaries resulted in
the write off of the loan to Ubiquity Management Inc. of $25,735, plus accrued
interest of $4,966.
 
 Note
      4
              Related Party
      Transactions
 
 The
Company incurred the following amounts with directors of the Company and a
former officer of the Company.
 
 January
      1, 2004(Date
      ofInception
      of theDevelopmentSix
      month ended
              
              
              Stage)
      toJune
      30,
              
              
              June
      30,2008
              
              
              2007
              
              
              2008Management
      and consulting fees
              
              $
              3,000
              
              
              $
              3,000
              
              
              $
              97,678Wages
              
              
              -
              
              
              
              -
              
              
              
              1,000$
              3,000
              
              
              $
              3,000
              
              
              $
              98,678
 
 At June
30, 2008, included in accounts payable and accrued liabilities is $37,000
(December 31, 2007 -$31,000) owing to directors of the Company. The amounts are
unsecured, non-interest bearing and have no set terms of
repayment.
  -14-
 Table of Contents
  SYNTHENOL
INC.
 (A
Development Stage Company)
 Notes to
Consolidated Financial Statements
 June 30,
2008
 Unaudited
  Note
      5
              Supplemental Cash Flow
      Information
 
 January
      1, 2004 (Dateof
      Inception of theDevelopmentSix
      months ended
              
              
              Stage)
      toJune
      30,
              
              
              June
      30,2008
              
              
              2007
              
              
              2008Cash
      paid for:Interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -Income
      taxes (recovery)
              
              $
              -
              
              
              $
              -
              
              
              $
              (3,934
              )Common
      shares issued to settle notes payable
              
              $
              -
              
              
              $
              25,000
              
              
              $
              25,000
 
 Note
      6
              Discontinued
      Operations
 
 On April
1, 2008, the Company entered into an agreement with an unrelated third party,
Ryerson Corporation A.V.V. (“Ryerson”), to sell the issued and outstanding
shares of its wholly-owned subsidiaries, 564448 BC Ltd. (“564448”) and Casino
Marketing S.A. (“CMSA”) for consideration of $1. All inter-company debts between
CMSA, 564448 and the Company will be cancelled. As part of the agreement,
Ryerson also assumed all of the liabilities of CMSA and 564448. As such, the
Company recognized a gain on the disposition of its subsidiary.
 
 Proceeds
              
              $
              1Liabilities
      assumed by purchaser of Casino Marketing S.A.
              
              
              8,169Liabilities
      assumed by purchaser of 564448 BC Ltd.
              
              
              70,267Gain
      on sale of subsidiaries
              
              $
              78,437
 
 Note
      7
              Subsequent
      event
 
 On July
11, 2008, the Company assigned a 6% carried interest in Thermal Ablations
Technology Canada to Hokley in exchange for the cancelation of the promissory
note of $30,000, which was due and payable on May 15, 2008, and the interest and
fees accumulated on the loan of $30,000.
  -15-
 Table of Contents
  ITEM2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
 In
preparing the management’s discussion and analysis, the registrant presumes that
you have read or have access to the discussion and analysis for the proceeding
fiscal year.
 
 SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
 This
document includes "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Reform
Act").   All statements other than statements of historical fact
are “forward-looking statements” for purposes of federal and state securities
laws, including, but not limited to, any projections of earning, revenue or
other financial items; any statements of the plans, strategies and objectives of
management for future operations; any statements concerning proposed new
services or developments; any statements regarding future economic conditions of
performance; and statements of belief; and any statements of assumptions
underlying any of the foregoing.  Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Synthenol Inc. to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: our ability to raise capital and the terms thereof;
ability to gain an adequate player base to generate the expected revenue;
competition with established gaming websites; adverse changes in government
regulations or polices; and other factors referenced in the Form
10-Q.
 
 The use
in this Form 10-Q of such words as "believes", "plans", "anticipates",
"expects", "intends", and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of identifying such
statements. These forward-looking statements present the Company’s estimates and
assumptions only as of the date of this report.  Except for the
Company’s ongoing obligation to disclose material information as required by the
federal securities laws, the Company does not intend, and undertakes no
obligation, to update any forward-looking statements.
 
 Although
the Company believes that the expectations reflected in any of the
forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed or any of the Company’s
forward-looking statements.  The Company’s future financial condition
and results of operations, as well as any forward-looking statements, are
subject to change and inherent risks and uncertainties.
 
 PLAN
OF OPERATIONS
 
 The
Company has been auditing a software package for an online lottery game and is
currently in negotiation to purchase a license.  The online lottery
game is an instant win game that is similar to many national
lotteries.  The player creates an account on the website and deposits
funds into the account using a credit card.  He then chooses 6 numbers
and the amount he would like to pay for the ticket. The winnings are calculated
as a function of the initial ticket cost.  Once the player chooses to
play the ticket, his account is debited for the ticket cost and six numbers are
randomly generated.  When at least 3 numbers are matched, the player
wins a prize.
 
 The
Company intends to design and launch a website for the purpose of marketing the
online lottery game to players in the UK and European marketplace.
 
 We are in
immediate need of further working capital and are considering options with
respect to financing in the form of debt, equity or a combination
thereof.
  -16-
 Table of Contents
  RESULTS
OF CONTINUING OPERATIONS
 
 The
following discussion of the financial condition and results of operation of the
Company should be read in conjunction with the Financial Statements and the
related Notes included elsewhere in this report.
  Six
months ended June 30, 2008 compared to Six months ended June 30,
2007
 
 REVENUES. Net sales for the
six months ended June 30, 2008 and 2007 were $nil.
 
 EXPENSES.  Operating
expenses for the six months ended June 30, 2008 were $97,216 compared to $74,875
for the six months ended June 30, 2007.  The major increase in expense
for the six months ended June 30, 2008 was the $16,102  finance
charges on notes payable, as compared to $nil for the six months ended June 30,
2007.
 
 FINANCIAL
CONDITION AND LIQUIDITY
 
 Our cash
position was $818 at June 30, 2008 and was $66,273 at December 31,
2007.
 
 Our
working capital deficit at June 30, 2008 was $357,706 as compared to $376,314 at
December 31, 2007.
 
 The
Company's ability to continue as a going concern and fund operations through the
remainder of 2008 is contingent upon its ability to raise funds through equity
or debt financing.
 
 The
Company has arranged loans from third party lenders in order to fund the on
going operations of the business. These loans have been secured by way of
Promissory Notes.
  CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
 
 We have
adopted various accounting policies that govern the application of accounting
principles generally accepted in the United States of America in the preparation
of our financial statements which requires us to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes.
 
 Although
these estimates are based on our knowledge of current events and actions we may
undertake in the future, they may ultimately differ from actual results. Certain
accounting policies involve significant judgments and assumptions by us, which
have a material impact on our financial condition and
results.  Management believes its critical accounting policies reflect
its most significant estimates and assumptions used in the presentation of our
financial statements.  Our critical accounting policies include debt
management and accounting for stock-based compensation.  We do not
have off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as "special purpose
entities".
  ITEM3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
 
 We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.
  -17-
 Table of Contents
  ITEM4.  CONTROLS AND PROCEDURES
  Disclosure Controls and
Procedures
  There are
controls and procedures that are designed to ensure that information required to
be disclosed by Synthenol Inc. in the reports it files or submits under the
Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed,
summarized, and reported within the time periods specified by the Commission’s
rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to provide reasonable assurance that
information required to be disclosed by Synthenol Inc. in the reports it files
or submits under the Exchange Act is accumulated and communicated to management,
including the Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required
disclosure.
  Under the
supervision and with the participation of management, including the Chief
Executive Officer and Chief Financial Officer, Synthenol Inc. has evaluated the
effectiveness of its disclosure controls and procedures (as such term is defined
in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2008,
and, based upon this evaluation, the Chief Executive Officer and Chief Financial
Officer have concluded that these controls and procedures are effective in
providing reasonable assurance of compliance.
  Changes in Internal Control
over Financial Reporting
  During
the six months ended June 30, 2008, management took steps to improve the
internal controls over financial reporting by (1) searching for outside
directors to establish an effective audit committee, (2) utilizing existing
office staff in order to remedy the segregation of duties deficiencies, (3)
writing accounting and financial reporting procedures to comply with the
requirements of US GAAP and SEC disclosures, and (4) following the newly written
accounting and financial reporting procedures in (3) which tightens the control
over the period ends.
  Management
and directors will continue to monitor
and  evaluate  the  effectiveness  of
our  internal controls and procedures and our internal controls over
financial reporting on an ongoing  basis and
are  committed  to
taking  further  action  and  implementing
additional enhancements or improvements, as necessary and as funds
allow.
 
 PARTII--OTHER INFORMATION
 
 ITEM1. LEGAL PROCEEDINGS
 
 None.
 
 ITEM1A. RISK FACTORS
 
 We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.
 
 ITEM2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
 
 None.
  -18-
 Table of Contents
  ITEM3. DEFAULTS UPON SENIOR SECURITIES
 
 None.
 
 ITEM4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
 
 None.
 
 ITEM5. OTHER INFORMATION
 
 None.
 
 ITEM6. EXHIBITS
 
 Exhibit
      Number
              
              Description2.1*
              
              Resolution
      of the Board of Directors regarding transfer of subsidiaries (8-K on April
      7, 2008)2.2*
              
              Agreement
      for the sale  of shares in subsidiaries (8-K on April 7,
      2008)2.3*
              
              Assignment
      agreement for TATC shares31.1
              
              Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer31.2
              
              Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer32.1
              
              Certificate
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350
 *   previously
filed with SEC
 
 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.
 
 SYNTHENOL
INC.
 (Registrant)
 
 
 /s/
      Cecil Morris
              
              Date:
      August 14, 2008Cecil
      Morris
                Director,
      President/s/
      John Page
              
              Date:
      August 14, 2008John
      Page
                Director
      / Treasurer






-19-