UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q





[X]
            Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended June 30,
      2008[  ]
            Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period  to__________Commission
      File Number:  333-142890





Syncfeed,
Inc.


(Exact
name of small business issuer as specified in its charter)





Nevada
            N/A(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification No.)





50 West Liberty St.
      Suite 880 , Reno, NV 89501(Address
      of principal executive offices)





778-991-7278(Issuer’s
      telephone number)_______________________________________________________________(Former
      name, former address and former fiscal year, if changed since last
      report)




Check
whether the issuer (1) 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 issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days [X] Yes
[  ] 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.





[ ]
      Large accelerated filer Accelerated filer
            [ ]
      Non-accelerated filer[X]
      Smaller reporting company





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). [X] Yes   [ ] No





State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 2,150,000 common shares as of June 30,
2008.




Table of Contents





TABLE OF
      CONTENTSPagePART I – FINANCIAL
      INFORMATIONItem 1:
              Financial Statements
              1Item 2:
              Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
              2Item 3:
              Quantitative and Qualitative Disclosures About Market
      Risk
              8Item 4T:
              Controls and Procedures
              8PART II – OTHER
      INFORMATIONItem 1:
              Legal Proceedings
              9Item 1A:
              Risk Factors
              9Item 2:
              Unregistered Sales of Equity Securities and Use of
      Proceeds
              9Item 3:
              Defaults Upon Senior Securities
              9Item 4:
              Submission of Matters to a Vote of Security
      Holders
              9Item 5:
              Other Information
              9Item 6:
              Exhibits
              9




2
 Table of Contents




PART
I - FINANCIAL INFORMATION





Item 1.   Financial Statements





Our
      unaudited financial statements included in this Form 10-Q are as
      follows:F-1
            Balance Sheets as of June 30, 2008
    (unaudited);F-2
            Statements of Operations for the three months ended June 30,
      2008 and 2007 and period from March 27, 2007 (Inception) to June 30, 2008
      (unaudited);F-3
            Statement of Stockholders’ Equity for period from March 27,
      2007 (Inception) to June 30, 2008 (unaudited);F-4
            Statements of Cash Flows for the three months ended June 30,
      2008 and 2007 and period from March 27, 2007 (Inception) to June 30, 2008
      (unaudited);F-4
            Notes to Unaudited Financial
  Statements;




These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-Q.  In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included.  Operating results for the interim
period ended June 30, 2008 are not necessarily indicative of the results that
can be expected for the full year.





3
 Table of Contents


SYNCFEED,
INC.


(A
DEVELOPMENT STAGE COMPANY)
 BALANCE SHEET (unaudited)
 As
of June 30, 2008
 
 ASSETSCurrent
      AssetsCash
      and equivalents
              $
              -0-TOTAL
      ASSETS
              $
              -0-LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      Liabilities
              $
              9,091Stockholders’
      DeficitCommon
      Stock, $.001 par value, 75,000,000 shares authorized, 2,150,000 shares
      issued and outstanding
              
              2,150Additional
      paid-in capital
              
              40,850Deficit
      accumulated during the development stage
              
              (52,091)Total
      stockholders’ deficit
              
              (9,091)TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
              $
              -0-
  See
accompanying notes to financial statements.
  F-1
 Table of Contents
 SYNCFEED
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS OF OPERATIONS (unaudited)
 Three
Months Ended June 30, 2008 and 2007
 Period
from March 27, 2007 (Inception) to June 30, 2008
 
 ThreeMonthsendedJune30,
      2008
              
              ThreeMonthsendedJune30,
      2007
              
              Period
      fromMarch
      27, 2007(Inception)
      toJune30,
      2008Revenues
              $
              -0-
              
              $
              -0-
              
              $
              -0-Operating
      expenses:Professional
      fees
              
              2,000
              
              
              36,495
              
              
              52,091Net
      Loss
              $
              (2,000)
              
              $
              (36,495)
              
              $
              (52,091)Net
      loss per share:Basic
      and diluted
              $
              (0.00)
              
              $
              (0.02)
              
              $
              (0.02)Weighted
      average shares outstanding:Basic
      and diluted
              
              2,150,000
              
              
              2,150,000
              
              
              2,150,000
 
 See
accompanying notes to financial statements.
  F-2
 Table of Contents
 SYNCFEED,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENT OF STOCKHOLDERS’ DEFICIT (unaudited)
 Period
from March 27, 2007 (Inception) to June 30, 2008
 
 Common
      stock
              
              Additional
                paid-in
              
              Deficit
      accumulated
                during
      the developmentShares
              
              Amount
              
              capital
              
              stage
              
              TotalIssuance
      of common stockfor
      cash @$.001
              
              2,150,000
              
              $
              2,150
              
              $
              40,850
              
              $
              -
              
              $
              43,000Net
      loss for the yearended
      March 31, 2007
              
              -
              
              
              -
              
              
              -
              
              
              (4,505)
              
              
              (4,505)Balance,
      March 31, 2007
              
              2,150,000
              
              
              2,150
              
              
              40,850
              
              
              (4,505)
              
              
              38,495Net
      loss for the yearended
      March 31, 2008
              
              -
              
              
              -
              
              
              -
              
              
              (45,586)
              
              
              (45,586)Balance
      March 31, 2008
              
              2,150,000
              
              
              2,150
              
              
              40,850
              
              
              (50,091)
              
              
              (7,091)Net
      loss for the three months ended June 30, 2008
              
              -
              
              
              -
              
              
              -
              
              
              (2,000)
              
              
              (2,000)Balance
      June 30, 2008
              
              2,150,000
              
              $
              2,150
              
              $
              40,850
              
              $
              (52,091)
              
              $
              (9,091)
  See
accompanying notes to financial statements.
  F-3
 Table of Contents
 SYNCFEED
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS OF CASH FLOWS (unaudited)
 Three
Months Ended June 30, 2008 and 2007
 Period
from March 27, 2007 (Inception) to June 30, 2008
 
 ThreeMonthsendedJune30,
      2008
              
              ThreeMonthsendedJune30,
      2007
              
              Period
      fromMarch
      27, 2007(Inception)
      toJune30,
      2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
              $
              (2,000)
              
              $
              (36,495)
              
              $
              (52,091)Change
      in non-cash working capital items
              
              0
              
              
              2,000
              
              
              0Prepaid
      expensesAccrued
      expenses
              
              2,000
              
              
              (505)
              
              
              9,091CASH
      FLOWS USED BY OPERATING ACTIVITIES
              
              0
              
              
              (35,000)
              
              
              (43,000)CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sales of common stock
              
              0
              
              
              0
              
              
              43,000NET
      INCREASE IN CASH
              
              0
              
              
              0
              
              
              0Cash,
      beginning of period
              
              0
              
              
              35,000
              
              
              0Cash,
      end of period
              $
              0
              
              $
              0
              
              $
              0SUPPLEMENTAL
      CASH FLOW
                INFORMATIONInterest
      paid
              $
              0
              
              $
              0
              
              $
              0Income
      taxes paid
              $
              0
              
              $
              0
              
              $
              0
 
 See
accompanying notes to financial statements.
 
 F-4
 Table of Contents
 SYNCFEED,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO THE FINANCIAL STATEMENTS
 June
30, 2008
 
 NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES
 
 Nature of
Business
 
 Syncfeed,
Inc. (“Syncfeed”), a development stage company located in Reno, Nevada, was
incorporated in Nevada on Mach 27, 2007.  Syncfeed is developing crab
feed formula for aqua farmers in China.  Syncfeed operates out of
office space owned by a director and stockholder of the Company.  The
facilities are provided at no charge.  There can be no assurances that
the facilities will continue to be provided at no charge in the
future.
 
 Development
Stage Company
 
 The
accompanying financial statements have been prepared in accordance with the
Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by
Development-Stage Enterprises”.  A development-stage enterprise is one
in which planned principal operations have not commenced or if its operations
have commenced, there has been no significant revenues there from.
 
 Cash and
Cash Equivalents
 
 Syncfeed
considers all highly liquid investments with maturities of three months or less
to be cash equivalents.  At June 30, 2008 the Company had $-0- of
cash.
 
 Fair
Value of Financial Instruments
 
 Syncfeed’s
financial instruments consist of cash and cash equivalents. The carrying amount
of these financial instruments approximates fair value due either to length of
maturity or interest rates that approximate prevailing market rates unless
otherwise disclosed in these financial statements.
 
 Income
Taxes
 
 Income
taxes are computed using the asset and liability method.  Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws.  A valuation allowance is provided for the amount of
deferred tax assets that, based on available evidence, are not expected to be
realized.
  F-5
 Table of Contents
 SYNCFEED,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 June
30, 2008
 
 NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES (continued)
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 Basic
loss per share
 
 Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
 
 Recent
Accounting Pronouncements
 
 Syncfeed
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company’s results of operations, financial
position or cash flow.
 
 NOTE 2 –
ACCRUED EXPENSES
 
 Accrued
expenses at June 30, 2008 consisted principally of the professional fees to be
paid to the Company’s outside legal counsel and independent auditors for
services rendered for the periods ended June 30, 2008.
 
 NOTE 3 –
INCOME TAXES
 
 For the
period ended June 30, 2008, Syncfeed has incurred net losses and, therefore, has
no tax liability.  The net deferred tax asset generated by the loss
carry-forward has been fully reserved.  The cumulative net operating
loss carry-forward is approximately $52,000 at June 30, 2008, and will expire
beginning in the year 2027.
 
 The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
  2007Deferred
      tax asset attributable to:Net
      operating loss carryover
              $
              17,700Valuation
      allowance
              
              (17,700)Net
      deferred tax asset
              $
              -
  F-6
 Table of Contents
 SYNCFEED,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 June
30, 2008
 
 
 NOTE 4 –
LIQUIDITY AND GOING CONCERN
  Syncfeed
has negative working capital and has not yet received revenues from sales of
products or services.  These factors create substantial doubt about
the Company’s ability to continue as a going concern.  The financial
statements do not include any adjustment that might be necessary if the Company
is unable to continue as a going concern.
  The
ability of Syncfeed to continue as a going concern is dependent on the Company
generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations.  Management’s
plans include selling its equity securities and obtaining debt financing to fund
its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts.




F-7
 Table of Contents




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





Forward-Looking
Statements





Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of
1934.   These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions.  We intend
such forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and are including this statement for purposes of complying with
those safe-harbor provisions.  Forward-looking statements are based on
current expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain.  Factors which could have a
material adverse affect on our operations and future prospects on a consolidated
basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles. These risks and
uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements.  We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.  Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.





Plan
of Operation





We were
incorporated as “Syncfeed Inc.” in the State of Nevada on March 27, 2007. We are
engaged in the business of developing, manufacturing, and selling commercial
feed (the “Product”) specifically for commercially raised and harvested Chinese
Mitten-handed Crabs (the “Crabs”). We are currently testing and refining
the formula for our Product at our Crab farming facility in Xingou, Jianli,
Hubei, China. When we are satisfied that our Product provides the greatest
Return on Investment for Crab Farmers by being the most attractive to the Crab
palate and the healthiest in terms of promoting the greatest weight gains in the
shortest period of time, we will begin the manufacture and distribution of the
Product to Crab farmers in the Lake Yangcheng area as well as throughout
mainland China.





Product
Development





We intend
to continue to refine our product formula over the coming months. While we feel
our product in its current form could compete effectively in the marketplace, we
plan to improve the




4
 Table of Contents




formula
to increase its attractiveness to Crabs, improve its impact on Crab growth and
reduce the costs of ingredients. We expect to incur roughly $10,000 on our
product development in the next twelve months.





Locate
Suitable Manufacturing





We do not
currently have any manufacturing facilities. Our directors have contacted
several general feed producers in the Guangdong province of China, and have
begun negotiations for the manufacture of our product on a contract basis. We
are currently negotiating price, payment, customer guarantee, shipping,
inventory, delivery schedule and returns. Production of our crab feed doesn’t
require any facilities or equipment beyond what is available at any general feed
producer. We could contract with any general feed producer to manufacture our
product by following our instructions. Most general feed producers already
utilize the same method we use to produce the feed pellets; we simply need to
provide the ingredients and their ratios. We do not anticipate renting a
warehouse at this stage of our business. The feed producer we select to work
with us will provide packaging, storage, and shipping services for us as part of
our agreement.





Sales
and distribution Strategy





Our goal
is for our crab feed to become a leading product in the Chinese marketplace. In
order to achieve our goal, we intend to increase awareness of our Product with
potential customers, who we anticipate will be major retailers as wholesale
customers and Crab farmers as end users. We intend to do this by engaging in the
following:





1.
            Attending
      national and regional aquaculture product and technology promotional
      events and conferences. There are events and conferences hosted and
      managed by regional and central institutions and organizations to promote
      advanced aquaculture products and technology, including trade meetings,
      conferences, Expos, and promotional events. We plan to attend a number of
      such events, such as the Fishery Exhibition 2008, which are heavily
      attended by aquaculture merchants, wholesalers, and retailers, in order to
      further expose our product.





2.
            Developing
      direct marketing programs to attract retailers. In addition to attending
      the foregoing conferences and seminars, we intend to market directly to
      aquaculture farmers. Our marketing will include conducting seminars and
      the use of online and traditional advertising media such as newspapers and
      trade publications.





3.
            Promoting
      to the public through internet-based and traditional media advertising. We
      intend to use Internet-based and traditional media to promote our product
      directly to the public to raise public awareness of our product. Our plan
      is to create a public demand for Crabs raised on
  Syncfeed.





Sales
Personnel




In the
short term, we intend to use the services of our management to sell our
products. As our product approaches the manufacturing stage, however, we plan to
employ up to thirty salesman




5
 Table of Contents




in the
Guangdong province of China to promote and sell our product to wholesalers,
retailers, and end-user Crab farmers. These sales representatives will be
responsible for soliciting, selecting
and securing accounts within a particular regional territory.





Significant
Equipment




We do not
intend to purchase any significant equipment for the next twelve
months.





Expenses




In our
management’s opinion, we can expect to incur the following expenses to fund our
plan of operation for the next twelve months:





1.
            Audit
      fee, which consists primarily of accounting and auditing fees for the
      yearend audit. We estimate that our audit fees for the next twelve months
      will be approximately $10,000, which includes quarterly
      reviews;





2.
            Bank
      charges, which consist primarily of charges by our bank for processing
      transactions through our checking account. We estimate that our bank
      charges for the next twelve months will be approximately
    $100;





3.
            Legal
      and organizational fees, which consist primarily of legal fees paid by us
      regarding securities advice and organizing the company. We estimate that
      our legal and organizational fees for the next twelve months will be
      approximately $20,000 to $35,000;
and





4.
            Other
      operating expenses, which consist primarily of the expenses incurred for
      further development of our Crab feed formula; for the advertising campaign
      for our Product; and for and other administrative expenses. We estimate
      that our other operating expenses for the next twelve months will be
      approximately $30,000.





We
anticipate that, in time, the primary source of revenues for our business model
will be the sale of our Product.





Results
of Operations for the Three Months Ended June 30, 2008 and 2007 and Period from
March 27, 2007 (Date of Inception) until June 30, 2008





We
generated no revenue for the period from March 27, 2007 (Date of Inception)
until June 30, 2008. We do not anticipate earning revenues until such time that
we refine our Product and successfully market it to our target consumers. We are
presently in the development stage of our business and we can provide no
assurance that we will successfully implement our business plan.





Our
Operating Expenses were $2,000 during the three months ended June 30, 2008,
compared with $36,495 for the three months ended June 30, 2007.  Our
Operating Expenses were $52,091 for the period from March 27, 2007 (Date of
Inception) to June 30, 2008. For each period mentioned, our Operating Expenses
consisting entirely of Professional Fees.





6
 Table of Contents




We,
therefore, recorded a net loss of $2,000 for the three months ended June 30,
2008, compared with $36,495 for the three months ended June 30,
2007.  We recorded a net loss of $52,091 for the period from March 27,
2007 (Date of Inception) until June 30, 2008.





We
anticipate our operating expenses will increase as we undertake our plan of
operations. The increase will be attributable to the continued development of
our Product and the professional fees associated with our becoming a reporting
company under the Securities Exchange Act of 1934.





Liquidity
and Capital Resources





As of
June 30, 2008, we had no current assets.  We had $9,091 in current
liabilities as of June 30, 2008. Thus, we had a working capital deficit of
$9,091 as of June 30, 2008.





Operating
activities used $43,000 in cash for the period from March 27, 2007 (Date of
Inception) until June 30, 2008. Our net loss of $52,091 was the primary basis of
our negative operating cash flow, offset by accrued expenses in the amount of
$9,091. Financing Activities during the period from March 27, 2007 (Date of
Inception) until June 30, 2008 generated $43,000 in cash during the
period.





As of
June 30, 2008, we have insufficient cash to operate our business at the current
level for the next twelve months and insufficient cash to achieve our business
goals. The success of our business plan beyond the next 12 months is contingent
upon us obtaining additional financing. We intend to fund operations through
debt and/or equity financing arrangements, which may be insufficient to fund our
capital expenditures, working capital, or other cash requirements. We do not
have any formal commitments or arrangements for the sales of stock or the
advancement or loan of funds at this time. There can be no assurance that such
additional financing will be available to us on acceptable terms, or at
all.





Off
Balance Sheet Arrangements





As of
June 30, 2008, there were no off balance sheet arrangements.





Going
Concern




We have
negative working capital and have not yet received revenues from sales of
products. These factors have caused our accountants to express substantial doubt
about our ability to continue as a going concern.  The financial statements
do not include any adjustment that might be necessary if we are unable to
continue as a going concern.





Our
ability to continue as a going concern is dependent on our generating cash from
the sale of our common stock and/or obtaining debt financing and attaining
future profitable operations. Management’s plans include selling our equity
securities and obtaining debt financing to fund our capital requirement and
ongoing operations; however, there can be no assurance we will be successful in
these efforts.





7
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Item 3.     Quantitative and Qualitative
Disclosures About Market Risk





A smaller
reporting company is not required to provide the information required by this
Item.





Item 4T.     Controls and
Procedures





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of June 30, 2008.  This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and our Chief Financial Officer, Yin Cheng
Kong.  Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that, as of June 30, 2008, our disclosure
controls and procedures are effective.  There have been no changes in
our internal controls over financial reporting during the quarter ended June 30,
2008.





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.





Limitations on the
Effectiveness of Internal Controls





Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level.  Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.




8
 Table of Contents




PART
II – OTHER INFORMATION





Item 1.     Legal Proceedings





We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.





Item 1A:  Risk Factors





A smaller
reporting company is not required to provide the information required by this
Item.





Item 2.     Unregistered Sales of Equity
Securities and Use of Proceeds





None





Item 3.     Defaults upon Senior
Securities





None





Item 4.     Submission of Matters to a Vote of
Security Holders





No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended June 30,
2008.





Item 5.     Other Information





None





Item 6.      Exhibits





Exhibit
              Number
            Description
      of Exhibit31.1
            Certification of Chief Executive Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            Certification of Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002




9
 Table of Contents




SIGNATURES





In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





Syncfeed
      Inc.Date:
            July
      23, 2008By:       /s/Yin Cheng
      Kong
              Yin
      Cheng Kong
              Title:Chief
      Executive Officer and
Director