**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

**AmendmentNo. 3 to**

**FORM 10-KSB**

 

**(MarkOne)**

 

**x****ANNUAL REPORT UNDER SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGEACT OF 1934**

 

**For thefiscal year ended December 31, 2007**

 

**o****TRANSITION REPORT UNDER SECTION 13 OR 15(d) OFTHE EXCHANGE ACT**

 

**For thetransition period from**

 

**Commission file number: 333-131722**

 

**SYNERGYPHARMACEUTICALS, INC.**

(Exactname of small business issuer as specified in its charter)

 

**FLORIDA**

(Stateor other jurisdiction of incorporation or organization)

 

**20-3823853**

(IRSEmployer Identification No.)

 

**420 Lexington Avenue, Suite 1609, New York, New York 10170**

(Addressof principal executive offices) (Zip Code)

 

**(212) 297-0010**

(Issuer’stelephone number)

 

 

(Formername, former address and former fiscal year,if changed since last report)

 

**SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OFTHE ACT: (None)**

 

**SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OFTHE ACT: (None)**

 

Check whether the issuer (1) filedall reports required to be filed by Section 13 or 15(d) of theExchange Act during the past 12 months (or for such shorter period that theregistrant was required to file such reports); and (2) has been subject tosuch filing requirements for the past 90 days. Yes x No o

 

Check if there is nodisclosure of delinquent filers pursuant to Item 405 of Regulation S-B is notcontained in this form, and no disclosure will be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-KSB or anyamendment to this Form 10-KSB. x

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act.) Yes o No x

 

State issuer’s revenues forits most recent fiscal year. $0.00

 

The market value of thecommon stock held by non-affiliates cannot be estimated since there is nomarket for the company’s shares.

 

There were 2,181,000 sharesof common stock outstanding as of February 29, 2008.

 

**DOCUMENTSINCORPORATED BY REFERENCE: None.**

 

Transitional Small BusinessDisclosure Format (check one): Yes o No x

 

 

 

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**EXPLANATORY NOTE**

 

**This****Amendment No. 3 to****our Annual Report on Form 10-KSBfor the year ended December 31, 2007 is being filed solely for the purposeof responding to comments received by us from the Staff of the Securities andExchange Commission on September 4, 2008 with respect to the proper signaturesof Form 10-KSB/A filed on August 14, 2008 and certain changes to Exhibits31.1, 31.2, 32.1 and 32.2.  ThisAmendment speaks as of the original filing date of our Annual Report on Form 10-KSBand has not been updated to reflect events occurring subsequent to the originalfiling date.**

 

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**ITEM13.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES ANDREPORTS ON FORM 8-K**

 

| ** **           | ** ** | ** **                                                                                                                                               | ** ** | ** ** | ** ** | **INCORPORATED BY REFERENCE** | ** ** | ** **  |
|----------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|-------------------------------|------------|-------------|
| **EXHIBIT   NUMBER** | ** ** | **EXHIBIT  DESCRIPTION**                                                                                                                                 | ** ** | **FORM**   | ** ** | **FILE   NUMBER**             | ** ** | **EXHIBIT** | ** ** | **FILING   DATE** | ** ** | **FILED   HEREWITH** |
| 3.1                  |       | Articles of Incorporation  of the Registrant.                                                                                                            |       | SB-2       |       | 333-131722                    |       | 3.1         |   | 2/20/06 |   |   |
|                 |       |                                                                                                                                                     |       |       |       |                          |       |        |   |   |   |   |
| 3.2                  |       | By-Laws of the Registrant.                                                                                                                               |       | SB-2       |       | 333-131722                    |       | 3.2         |   | 2/20/06 |   |   |
|                 |       |                                                                                                                                                     |       |       |       |                          |       |        |   |   |   |   |
| 4.1                  |       | Specimen of Common Stock  Certificate.                                                                                                                   |       | SB-2       |       | 333-131722                    |       | 4.1         |   | 2/20/06 |   |   |
|                 |       |                                                                                                                                                     |       |       |       |                          |       |        |   |   |   |   |
| 10.1                 |       | Capital Stock Purchase  Agreement between Biotech Initiative of Chelsea, Ltd., and Charles Monahan  dated July 16, 2007                                  |       | 8-K        |       | 333-131722                    |       | 10.1        |   | 7/20/07 |   |   |
|                 |       |                                                                                                                                                     |       |       |       |                          |       |        |   |   |   |   |
| 10.2*                |       | Offer letter between the  registrant and Pietro Gattini dated November 13, 2007                                                                          |       | 10-QSB     |       | 333-131722                    |       | 10.1        |   | 11/19/07 |   |   |
|                 |       |                                                                                                                                                     |       |       |       |                          |       |        |   |   |   |   |
| 10.3                 |       | Month to month lease  between the registrant and Steinway Group LLC dated November 13, 2007                                                              |       | 10-QSB     |       | 333-131722                    |       | 10.2        |   | 11/19/07 |   |   |
|                 |       |                                                                                                                                                     |       |       |       |                          |       |        |   |   |   |   |
| 10.4                 |       | Form of Grid Promissory  note dated March 11, 2008 between Pawfect Foods, Inc. and Biotech Initiative  of Chelsea, Ltd.                                  |       | 10-KSB     |       | 333-131722                    |       | 10.4        |   | 3/28/2008 |   |   |
|                 |       |                                                                                                                                                     |       |       |       |                          |       |        |   |   |   |   |
| 10.5                 |       | Form of Grid Promissory  note dated March 11, 2008 between Pawfect Foods, Inc. and Pietro Gattini                                                        |       | 10-KSB     |       | 333-131722                    |       | 10.5        |   | 3/28/2008 |   |   |
|                 |       |                                                                                                                                                     |       |       |       |                          |       |        |   |   |   |   |
| 21                   |       | Subsidiaries of the  Registrant.                                                                                                                         |       |       |       |                          |       |        |   | None |   |   |
|                 |       |                                                                                                                                                     |       |       |       |                          |       |        |   |   |   |   |
| 31.1                 |       | Certification of Chief  Executive Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange  Act.                                               |       |       |       |                          |       |        |   |   |   | X |
|                 |       |                                                                                                                                                     |       |       |       |                          |       |        |   |   |   |   |
| 31.2                 |       | Certification of Principal  Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange  Act.                                           |       |       |       |                          |       |        |   |   |   | X |
|                 |       |                                                                                                                                                     |       |       |       |                          |       |        |   |   |   |   |
| 32.1                 |       | Certification of Chief  Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to  Section 906 of the Sarbanes-Oxley Act 0f 2002.     |       |       |       |                          |       |        |   |   |   | X |
|                 |       |                                                                                                                                                     |       |       |       |                          |       |        |   |   |   |   |
| 32.2                 |       | Certification of Principal  Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to  Section 906 of the Sarbanes-Oxley Act 0f 2002. |       |       |       |                          |       |        |   |   |   | X |

 

 

*Compensation plans orarrangements in which directors or executive officers are eligible to participate.

 

 

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**SIGNATURES**

 

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|                            | SYNERGY  PHARMACEUTICALS, INC. |
|---------------------------------|--------------------------------|
|                            |                           |
| Dated: September 15,  2008 | By:                            | /s/ GARY  S. JACOB |
|                            |                           | Gary S. Jacob, |
|                            |                           | President and Acting CEO |

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, this report has been signed below bythe following persons on behalf of the registrant and in the capacities and onthe dates indicated.

 
| **SIGNATURES**           | ** ** | **TITLE**                                     | ** ** | **DATE**                |
|--------------------------|------------|-----------------------------------------------|------------|-------------------------|
|                     |       |                                          |       |                    |
|                     |       |                                          |       |                    |
| /s/ GARY S. JACOB        |       | President and Acting CEO  and Director        |       | September 15, 2008 |
| Gary  S. Jacob           |       | (Principal  Executive Officer)                |       |                    |
|                     |       |                                          |       |                    |
| /s/ BERNARD F. DENOYER   |       | Senior Vice  President, Finance               |       | September 15, 2008 |
| Bernard F. Denoyer       |       | (Principal  Financial and Accounting Officer) |       |                    |
|                     |       |                                          |       |                    |
| /s/ GABRIELE M. CERRONE  |       | Chairman of  the Board                        |       | September 15, 2008 |
| Gabriele M. Cerrone      |       |                                          |       |                    |
|                     |       |                                          |       |                    |
| /s/ JOHN P. BRANCACCIO   |       | Director                                      |       | September 15, 2008 |
| John P. Brancaccio       |       |                                          |       |                    |
|                     |       |                                          |       |                    |
| /s/ THOMAS ADAMS         |       | Director                                      |       | September 15, 2008 |
| Thomas Adams             |       |                                          |       |                    |
|                     |       |                                          |       |                    |
| /s/ CHRISTOPHER MCQUIGAN |       | Director                                      |       | September 15, 2008 |
| Christopher McQuigan     |       |                                          |       |                    |
|                     |       |                                          |       |                    |
| /s/ MELVIN SPIGELMAN     |       | Director                                      |       | September 15, 2008 |
| Melvin Spigelman         |       |                                          |       |                    |

 

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