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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended March 31,
2007

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT

For the transition period from _______________ to
_______________

Commission file number 000-28305

SYNGAS INTERNATIONAL
CORP.(Exact name of small business issuer as specified in its
charter)

|Nevada                                           | 91-1880015                          
|------------------------------------------------ | ------------------------------------
|                                                 |                                     
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|**850 South Boulder Hwy., Suite 169**            |                                     
|Henderson, Nevada 89015 - 7564                   | T7A 1H8                             
|(Address of principal executive offices)         | (Zip Code)                          

702-454-8800(Issuer's telephone
number)

**78 Belleville Avenue, Spruce Grove, Alberta Canada**(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 Exchange Act during the past 12 months (or
for such shorter period that the registrant was require 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 shell company
(as defined in Rule 12b-2 of the Exchange Act). [   ] Yes [ x ] No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

Check 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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of May 14, 2007, the registrants outstanding common stock
consisted of 41,850,364shares.

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Our financial statements are stated in United States Dollars
and are prepared in accordance with United States Generally Accepted Accounting
Principles. All dollar amounts in this report refer to US dollars unless
otherwise indicated.

As used in this report, the terms "we", "us", "our", and
"Syngas" and the Company mean Syngas International Corp., unless otherwise
indicated.

Syngas International Corp.(A Development Stage
Company)(Unaudited)

March 31, 2007

|                                                     | Index
|---------------------------------------------------- | -----
|                                                     |      
|Consolidated
      Balance Sheets                    | F-1  
|                                                     |      
|Consolidated
      Statements of Operations          | F-2  
|                                                     |      
|Consolidated
      Statements of Cash Flows          | F-3  
|                                                     |      
|Notes
      to the Consolidated Financial Statements | F-4  

1

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SYNGAS INTERNATIONAL CORP.(A Development Stage
Company)Consolidated Balance Sheets(Expressed in US
dollars)(unaudited)

March 31,
    
    
    December 31,2007
    
    
    2006$
    
    
    $AssetsCurrent AssetsCash and cash equivalents
    
    2,030
    
    
    4,694Prepaid
      expenses and deposits
    
    8,654
    
    
    8,654Total Current Assets
    
    10,684
    
    
    13,348Intangible Asset
      (Note 4)
    
    25,204
    
    
    25,204Total Assets
    
    35,888
    
    
    38,552Liabilities and Stockholders' DeficitCurrent LiabilitiesAccounts payable and accrued
      liabilities
    
    250,466
    
    
    25,105Accounts payable - related parties (Note 5(b))
    
    17,975
    
    
    219,585Loans payable (Note 6)
    
    67,099
    
    
    67,062Total Liabilities
    
    335,540
    
    
    311,752Stockholders' DeficitPreferred StockAuthorized: 1,000,000 shares, with a
      $0.01 par value; none issued
    
    
    
    
    Common StockAuthorized: 100,000,000 shares, with
      a $0.001 par value;Issued: 39,850,364 shares
    
    39,850
    
    
    39,850Additional Paid-in Capital
    
    2,566,087
    
    
    2,566,087Accumulated Other Comprehensive Loss
    
    (1,333
    )
    
    (1,097
    )Deficit Accumulated During the Development Stage
    
    (2,904,256
    )
    
    (2,878,040
    )Total
      Stockholders Deficit
    
    (299,652
    )
    
    (273,200
    )Total Liabilities and Stockholders Deficit
    
    35,888
    
    
    38,552


The accompanying notes are an integral part of these
consolidated financial statements.

F-1

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SYNGAS INTERNATIONAL CORP.(A Development Stage
Company) Consolidated Statements of Operations(Expressed in US
dollars)(unaudited)

|                                             |  | For the      |   |  | For the      |   |  | Accumulated from       |  
|-------------------------------------------- |  | ------------ | - |  | ------------ | - |  | ---------------------- | -
|                                             |  | Three Months |   |  | Three Months |   |  | December 14, 2004      |  
|                                             |  | Ended        |   |  | Ended        |   |  | (Date of Inception) to |  
|                                             |  | March 31,    |   |  | March 31,    |   |  | March 31,              |  
|                                             |  | 2007         |   |  | 2006         |   |  | 2007                   |  
|                                             |  | $            |   |  | $            |   |  | $                      |  
|Revenue                                      |  |             |   |  |             |   |  |                       |  
|                                             |  |              |   |  |              |   |  |                        |  
|Expenses                                     |  |              |   |  |              |   |  |                        |  
|Consulting and management fees               |  | 1,278        |   |  | 353,337      |   |  | 2,381,591              |  
|General and administrative                   |  | 6,855        |   |  | 7,432        |   |  | 115,561                |  
|Professional fees                            |  | 18,083       |   |  | 12,291       |   |  | 142,070                |  
|                                             |  | 26,216       |   |  | 373,060      |   |  | 2,639,222              |  
|Loss before the following:                   |  | (26,216      | ) |  | (373,060     | ) |  | (2,639,222             | )
|Gain on write-off of debt                    |  |             |   |  |             |   |  | 5,826                  |  
|Loss on write-off of receivable              |  |             |   |  |             |   |  | (193,922               | )
|Net loss                                     |  | (26,216      | ) |  | (373,060     | ) |  | (2,827,318             | )
|Other comprehensive loss                     |  |              |   |  |              |   |  |                        |  
|Foreign currency translation adjustment      |  | (236         | ) |  | 19           |   |  | (1,333                 | )
|Total Comprehensive Loss                     |  | (26,452      | ) |  | (373,041     | ) |  | (2,828,651             | )
|Net Loss Per Share
       Basic and Diluted |  | (0.00        | ) |  | (0.01        | ) |  |                        |  
|Weighted Average Shares Outstanding          |  | 39,850,000   |   |  | 38,349,000   |   |  |                        |  

The accompanying notes are an integral part of these
consolidated financial statements.

F-2

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SYNGAS INTERNATIONAL CORP.(A Development Stage
Company)Consolidated Statements of Cash Flows(Expressed in US
dollars)(unaudited)

|                                                    |  | For the      |   |  | For the      |   |  | Accumulated from       |  
|--------------------------------------------------- |  | ------------ | - |  | ------------ | - |  | ---------------------- | -
|                                                    |  | Three Months |   |  | Three Months |   |  | December 14, 2004      |  
|                                                    |  | Ended        |   |  | Ended        |   |  | (date of Inception) to |  
|                                                    |  | March 31,    |   |  | March 31,    |   |  | March 31,              |  
|                                                    |  | 2007         |   |  | 2006         |   |  | 2007                   |  
|                                                    |  | $            |   |  | $            |   |  | $                      |  
|                                                    |  |              |   |  |              |   |  |                        |  
|Cash Flows Used In Operating Activities             |  |              |   |  |              |   |  |                        |  
|Net loss                                            |  | (26,216      | ) |  | (373,060     | ) |  | (2,827,318             | )
|                                                    |  |              |   |  |              |   |  |                        |  
|Adjustments to reconcile net loss to
      net cash |  |              |   |  |              |   |  |                        |  
|used in operating activities:                       |  |              |   |  |              |   |  |                        |  
|Stock based
      compensation                      |  |             |   |  |             |   |  | 994,563                |  
|Shares issued for expenses                          |  |             |   |  | 366,284      |   |  | 1,295,504              |  
|Gain on
      write-off of debt                     |  |             |   |  |             |   |  | (5,826                 | )
|Loss on write-off of receivable                     |  |             |   |  |             |   |  | 193,922                |  
|                                                    |  |              |   |  |              |   |  |                        |  
|Changes in operating assets and liabilities:        |  |              |   |  |              |   |  |                        |  
|Accounts payable
      and accrued liabilities      |  | 23,751       |   |  | (13,915      | ) |  | 32,571                 |  
|Loans payable                                       |  |             |   |  | 4,323        |   |  |                       |  
|Accounts payable  related
      parties            |  |             |   |  | (38          | ) |  |                       |  
|                                                    |  |              |   |  |              |   |  |                        |  
|Net Cash Used in Operating Activities               |  | (2,465       | ) |  | (16,406      | ) |  | (316,584               | )
|                                                    |  |              |   |  |              |   |  |                        |  
|                                                    |  |              |   |  |              |   |  |                        |  
|Investing Activities                                |  |              |   |  |              |   |  |                        |  
|Net cash
      acquired on business acquisition     |  |             |   |  |             |   |  | 565                    |  
|Purchase of intangible asset                        |  |             |   |  |             |   |  | (25,000                | )
|Receivable                                          |  |             |   |  |             |   |  | (193,922               | )
|                                                    |  |              |   |  |              |   |  |                        |  
|Net Cash Used In Investing Activities               |  |             |   |  |             |   |  | (218,357               | )
|                                                    |  |              |   |  |              |   |  |                        |  
|                                                    |  |              |   |  |              |   |  |                        |  
|Financing Activities                                |  |              |   |  |              |   |  |                        |  
|Advances from
      related parties                 |  |             |   |  |             |   |  | 224,734                |  
|Loans payable                                       |  |             |   |  |             |   |  | 14,389                 |  
|Proceeds from
      issuance of common stock        |  |             |   |  | 18,750       |   |  | 299,144                |  
|Common stock subscribed                             |  |             |   |  | 6,250        |   |  |                       |  
|                                                    |  |              |   |  |              |   |  |                        |  
|Net Cash Provided
      By Financing Activities     |  |             |   |  | 25,000       |   |  | 538,267                |  
|                                                    |  |              |   |  |              |   |  |                        |  
|Effect of Exchange
      Rate Changes on Cash       |  | (199         | ) |  | 19           |   |  | (1,296                 | )
|                                                    |  |              |   |  |              |   |  |                        |  
|Increase (Decrease) in Cash and Cash                |  |              |   |  |              |   |  |                        |  
|Equivalents                                         |  | (2,664       | ) |  | 8,613        |   |  | 2,030                  |  
|                                                    |  |              |   |  |              |   |  |                        |  
|Cash and Cash Equivalents, beginning of period      |  | 4,694        |   |  | 2,810        |   |  |                       |  
|                                                    |  |              |   |  |              |   |  |                        |  
|Cash and Cash Equivalents, end of period            |  | 2,030        |   |  | 11,423       |   |  | 2,030                  |  
|                                                    |  |              |   |  |              |   |  |                        |  
|                                                    |  |              |   |  |              |   |  |                        |  
|Supplemental Disclosures                            |  |              |   |  |              |   |  |                        |  
|                                                    |  |              |   |  |              |   |  |                        |  
|Cash paid for taxes                                 |  |             |   |  |             |   |  |                       |  
|Cash paid for interest                              |  |             |   |  |             |   |  |                       |  
|                                                    |  |              |   |  |              |   |  |                        |  
|Non-Cash Financing and Investing Activities         |  |              |   |  |              |   |  |                        |  
|                                                    |  |              |   |  |              |   |  |                        |  
|Common stock issued for intangible asset            |  |             |   |  |             |   |  | 204                    |  

The accompanying notes are an integral part of these
consolidated financial statements.

F-3

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SYNGAS INTERNATIONAL CORP.(A Development Stage
Company)Notes to the Consolidated Financial Statements(Expressed in US
dollars)

|1. | Nature of Operations and Going Concern
    Considerations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On January 28, 2005, Syngas International Corp. (Syngas
      International) entered into two Share Exchange Agreements to acquire all
      of the shares of Syngas Energy Corp. (Syngas Energy). Syngas Energy was
      incorporated in the Province of British Columbia, Canada, on December 14,
      2004, and its principal business involves an integrated gasification
      production system technology that combines modern gasification with
      turbine technologies to produce synthetic gas, hydrogen or electricity.
      Syngas International intends to further develop the technology to make it
      commercially viable and intends to then sell or license the technology.
      Syngas Energy is in the development stage as defined under Statement of
      Financial Accounting Standards (SFAS) No. 7 Accounting and Reporting
      by Development Stage Enterprises.Effective June 30, 2005, the
      acquisition of Syngas Energy by Syngas International was completed through
      the issuance of one share of Syngas International common stock for each
      share of Syngas Energy outstanding. Syngas International issued 30,047,500
      shares of common stock to the shareholders of Syngas Energy, and as a
      result, the former Syngas Energy shareholders own approximately 82% of the
      outstanding common stock of Syngas International.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The acquisition of Syngas Energy by Syngas International
      is considered a reverse acquisition and accounted for under the purchase
      method of accounting. Under reverse acquisition accounting, Syngas Energy
      is considered the acquirer for accounting and financial reporting
      purposes, and acquired the assets and assumed the liabilities of Syngas
      International. Assets acquired and liabilities assumed are reported at
      their historical amounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | These consolidated financial statements include the
      accounts of Syngas International since the effective date of the reverse
      acquisition (June 30, 2005) and the historical accounts of its
      wholly-owned subsidiary, Syngas Energy, since inception (collectively, the
      Company). All significant inter-company balances and transactions have
      been eliminated on consolidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | As of March 31, 2007, the Company had not reached a level
      of operations which would finance day-to-day activities. These financial
      statements have been prepared on the assumption that the Company is a
      going concern, meaning it will continue in operation for the foreseeable
      future and will be able to realize assets and discharge liabilities in the
      ordinary course of operations. Different bases of measurement may be
      appropriate when a company is not expected to continue operations for the
      foreseeable future. The Companys continuation as a going concern is
      dependent upon its ability to attain profitable operations and generate
      funds therefrom and/or raise equity capital or borrowings sufficient to
      meet current and future obligations. Management plans to raise equity
      financings of approximately $1,000,000 over the next twelve months to
      finance operations. There is no guarantee that the Company will be able to
      complete any of these objectives. The Company incurred losses from
      operations of $2,904,256 since inception and at March 31, 2007, has a
      working capital deficiency of $324,856 and these conditions, among others,
      give rise to substantial doubt about the Companys ability to continue as
      a going concern.                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The unaudited financial information furnished herein
      reflects all adjustments, which in the opinion of management are necessary
      to fairly state the Companys financial position and the results of its
      operations for the periods presented. This report on Form 10-Q should be
      read in conjunction with the Companys financial statements and notes
      thereto included in the Companys Form 10-K for the fiscal year ended
      December 31, 2006. The Company assumes that the users of the interim
      financial information herein have read or have access to the audited
      financial statements for the preceding fiscal year and that the adequacy
      of additional disclosure needed for a fair presentation may be determined
      in that context. Accordingly, footnote disclosure, which would
      substantially duplicate the disclosure contained in the Companys Form
      10-K for the fiscal year ended December 31, 2006, has been omitted. The
      results of operations for the three-month period ended March 31, 2007 are
      not necessarily indicative of results for the entire year ending December
      31, 2007.                                                                                                                                                                                                                

F-4

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SYNGAS INTERNATIONAL CORP.(A Development Stage
Company)Notes to the Consolidated Financial Statements(Expressed in US
dollars)

|3. | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In February 2007, the Financial Accounting Standards
      Board (FASB) issued SFAS No. 159, The Fair Value Option for Financial
      Assets and Financial Liabilities  Including an Amendment of FASB
      Statement No. 115. This statement permits entities to choose to measure
      many financial instruments and certain other items at fair value. Most of
      the provisions of SFAS No. 159 apply only to entities that elect the fair
      value option. However, the amendment to SFAS No. 115 Accounting for
      Certain Investments in Debt and Equity Securities applies to all entities
      with available-for-sale and trading securities. SFAS No. 159 is effective
      as of the beginning of an entitys first fiscal year that begins after
      November 15, 2007. Early adoption is permitted as of the beginning of a
      fiscal year that begins on or before November 15, 2007, provided the
      entity also elects to apply the provision of SFAS No. 157, Fair Value
      Measurements. The adoption of this statement is not expected to have a
      material effect on the Company's financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In September 2006, the FASB issued SFAS No. 157, Fair
      Value Measurements.The objective of SFAS No. 157 is to increase
      consistency and comparability in fair value measurements and to expand
      disclosures about fair value measurements. SFAS No. 157 defines fair
      value, establishes a framework for measuring fair value in generally
      accepted accounting principles, and expands disclosures about fair value
      measurements. SFAS No.157 applies under other accounting pronouncements
      that require or permit fair value measurements and does not require any
      new fair value measurements. The provisions of SFAS No. 157 are effective
      for fair value measurements made in fiscal years beginning after November
      15, 2007. The adoption of this statement is not expected to have a
      material effect on the Company's future reported financial position or
      results of operations.                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4. | Intangible Asset                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On December 24, 2004, the Company purchased an integrated
      gasification production system from the CEO of the Company. The technology
      combines modern gasification with gas turbine technologies to produce
      synthetic gas, hydrogen or electricity. The Company intends to further
      develop the technology to make it commercially viable and intends to then
      sell or license the technology. The Company purchased the asset by issuing
      10,000,000 common shares of the Company and a $25,000 payment. If by
      January 2006 the Company had not raised a minimum of $1,000,000 by way of
      equity private placements, it has the option, until June 30, 2007, of
      cancelling the 10,000,000 shares issued to 975110 Alberta Ltd. and subject
      to escrow, in consideration for the transfer to 975110 Alberta Ltd. of
      100% of the interest in all of the enhanced gasification intellectual
      property and a small gasification unit.                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6. | Loans Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Loans payable are unsecured, non-interest bearing and are
      due on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

F-5

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SYNGAS INTERNATIONAL CORP.(A Development Stage
Company)Notes to the Consolidated Financial Statements(Expressed in US
dollars)

|7. | Stock Options                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                               
|   | On February 25, 2005, the Company adopted a Stock Option
      Plan (the 2005 Stock Option Plan)under which the Company is
      authorized to grant options to acquire up to a total of 4,000,000 common
      shares. The term of any stock options granted under the plan is limited to
      ten years.                                 
|   |                                                                                                                                                                                                                                                                                                                                               
|   | On July 19, 2005, the Company adopted the 2005
      Non-Qualified Stock Compensation Plan (the 2005 Non- Qualified Plan)under which the Company is authorized to issue up to 1,000,000 shares
      of common stock. On September 26, 2005, these shares were registered on a
      Form S - 8 registration.                               
|   |                                                                                                                                                                                                                                                                                                                                               
|   | On September 16, 2005, the Company adopted the September
      2005 Non-Qualified Stock Compensation Plan (the September 2005
      Non-Qualified Plan) under which the Company is authorized to issue up to
      2,000,000 shares of common stock. On September 26, 2005, these shares were
      registered on a Form S - 8 registration.
|   |                                                                                                                                                                                                                                                                                                                                               
|   | A summary of the Companys stock option activity is as
      follows:                                                                                                                                                                                                                                                                         

| |                                   |  |           |  |   | Weighted |  |  |             |  |   |           | 
| | --------------------------------- |  | --------- |  | - | -------- |  |  | ----------- |  | - | --------- | 
| |                                   |  |           |  |   | Average  |  |  | Remaining   |  |   |           | 
| |                                   |  | Number of |  |   | Exercise |  |  | Contractual |  |   | Intrinsic | 
| |                                   |  | Options   |  |   | Price    |  |  | Life        |  |   | Value     | 
| | Outstanding, January 1, 2007      |  | 2,079,667 |  | $ | 0.40     |  |  |             |  |   |           | 
| | Outstanding at date of reverse    |  |           |  |   |          |  |  |             |  |   |           | 
| | acquisition                       |  | -         |  |   | -        |  |  |             |  |   |           | 
| | Granted                           |  | -         |  |   | -        |  |  |             |  |   |           | 
| | Cancelled / Forfeited             |  | -         |  |   | -        |  |  |             |  |   |           | 
| | Exercised                         |  | -         |  |   | -        |  |  |             |  |   |           | 
| | Outstanding, March 31, 2007       |  | 2,079,667 |  | $ | 0.40     |  |  | 3.62        |  | $ | 41,083    | 
| | Exercisable, March
      31, 2007 |  | 2,079,667 |  | $ | 0.40     |  |  | 3.62        |  | $ | 41,083    | 

|8. | Subsequent Events
|-- | -----------------
|   |                  
|   | a)               
|   |                  
|   | b)               
|   |                  
|   | c)               
|   |                  
|   | d)               

F-6

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ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION / PLAN OF OPERATIONS

Forward Looking Statements

This report on Form 10-QSB contains certain forward-looking
statements. All statements other than statements of historical fact are
forward-looking statements for purposes of these provisions, including any
projections of earnings, revenues, or other financial items; any statements of
the plans, strategies, and objectives of management for future operation; any
statements concerning proposed new products, services, or developments; any
statements regarding future economic conditions or performance; statements of
belief; and any statement of assumptions underlying any of the foregoing. Such
forward-looking statements are subject to inherent risks and uncertainties, and
actual results could differ materially from those anticipated by the
forward-looking statements.

Overview

We were incorporated as a Nevada company on June 20, 1997. Our
wholly owned subsidiary, Syngas Energy Corp. (Syngas Energy), was incorporated
as a British Columbia company on December 14, 2004. We are a development stage
company. As of March 31, 2007, we had not yet earned any revenues, had
operational losses to date and had an accumulated deficit. As of March 31, 2007,
we had net losses since inception in the amount of $2,904,256.

We have one wholly-owned subsidiary, Syngas Energy and its
principal business involves an integrated gasification production system
technology that combines modern gasification with turbine technologies to
produce synthetic gas, hydrogen or electricity. On June 30, 2005, we completed
the acquisition of Syngas Energy by issuing one common share for each share of
Syngas Energy outstanding. We issued 30,047,500 shares of our common stock to
the shareholders of Syngas Energy and as a result the former Syngas Energy
shareholders became owners of approximately 82% of our outstanding common stock.
Our acquisition of Syngas Energy was considered a reverse acquisition and Syngas
Energy was considered the acquirer for accounting and financial reporting
purposes. Accordingly our consolidated financial statements include our accounts
since the effective date of the reverse acquisition (June 30, 2005), and the
historical accounts of Syngas Energy since its inception December 14, 2004.

Our continuation as a going concern is dependent upon our ability
  to attain profitable operations and generate revenues or raise equity capital
  or borrowings sufficient to meet current and future obligations. Our management
  plans to raise equity financings of approximately $2,450,466 over the next twelve
  months to finance operations, but there is no guarantee that we will be able
  to raise this money to fund our business plan.

2

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Results of Operations for Three Months Ended March 31, 2007
and for the Period from December 14, 2004 (Date of Inception) to March 31,
2007

We incurred a net loss of ($2,904,256) since December 14, 2004
  (date of inception) to March 31, 2007. As of March 31, 2007 we had a working
  capital deficiency of $324,856.

For the three months ended March 31, 2007, we incurred a net
  loss of ($26,216) compared to $373,066 for the same period in 2006. For the
  three months ended March 31, 2007, our net loss per share was ($0.00), compared
  to ($0.01) for the same period in 2006.

Lack of Revenues

Since December 14, 2004 (date of inception of Syngas Energy)
  to March 31, 2007, we have not yet generated any revenues. At this time, our
  ability to generate any significant revenues continues to be uncertain. The
  auditor's report on our December 31, 2006 financial statements contains an additional
  explanatory paragraph which identifies issues that raise substantial doubt about
  our ability to continue as a going concern. Our financial statements do not
  include any adjustment that might result from the outcome of this uncertainty.

Expenses

Total expenses for the quarterly period ended March 31, 2007
were $26,216, compared to total expenses of $373,060 for the quarterly period
ended March 31, 2006. The decrease was due to a reduction in consulting and
management fees. Our consulting and management fees for the three months ended
March 31, 2006 were $353,337, compared to our most recent quarter ended March
31, 2007, where our consulting and management fees were only $1,278. Our
consulting and management fees of $1,278 for the three months ended March 31,
2007 consisted mainly of amounts paid to our CEO and CFO and fees paid to our
other officers. Our total expenses from December 14, 2004 (date of inception) to
March 31, 2007 were $2,639,222 and consisted of $2,381,591 in consulting and
management fees, $115,561 in general and administrative fees, and $142,070 in
professional fees.

Our general and administrative expenses decreased by $577 from
$7,432 for the three months ended March 31, 2006 to $6,855 for the period ending
March 31, 2007. Our administrative expenses consist of office supplies, travel
expenses, rent, communication expenses (cellular, internet, fax, telephone),
office maintenance, courier and postage costs and office equipment.

Our professional fees of $18,083 for the three months ended
March 31, 2007 consisted primarily of legal, accounting and auditing fees. For
the same period in 2006, our professional fees were $12,291.

3

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Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon
which to base an evaluation of our performance. We are a development stage
company and have generated no revenues. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources and possible cost overruns due to price and cost increases in services
and products.

To become profitable and competitive, we have to license our
technologies. We are seeking equity financing to provide for the capital
required to fully carry out our business plan and develop and market our
technology.

We have no assurance that future financing will be available to
us on acceptable terms. Obtaining additional financing will be subject to a
number of factors including market conditions, investor acceptance of our
business plan and investor sentiment. These factors may make the timing, amount,
terms and conditions of additional financing unattractive or unavailable to us.
If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. If we are unable to raise additional
financing, we will have to significantly reduce our spending, delay or cancel
planned activities or substantially change our current corporate structure. In
such an event, we intend to implement expense reduction plans in a timely
manner. However, these actions would have material adverse effects on our
business, revenues, operating results, and prospects, resulting in a possible
failure of our business. If we raise funds through equity or convertible
securities, our existing stockholders may experience dilution and our stock
price may decline.

We have incurred operating losses from our inception and we are
dependent upon our ability to raise capital from stockholders or other sources
to sustain operations. These factors raise substantial doubt about our ability
to continue as a going concern.

Plan of Operation

Our plan of operation for the next 12 month period is to
continue implementing our business strategy, including the continued
improvements of our hydrogen gas generator and the commercializing of recently
acquired PyStR low cost hydrogen process.We also intend to expand our
technology base by seeking complementary technologies to our PyStR and other
hydrogen gas generating processes through purchasing or licensing arrangements.
We intend to maintain our current model of commercializing its proprietary
process to produce energy using environmentally friendly methods. We also intend
to expand our product offerings in terms of the type of energy produced and the
methodologies used to produce these energies.We intend to maintain our
current model of commercializing our proprietary processes to produce energy
using environmentally friendly methods. We also intend to expand our product
offerings in terms of the type of energy produced and the methodologies used to
produce these energies. We have engaged a team of engineer consultants to
prepare and file patents on several technologies, including the PyStR process,
the M2 Fluidized Bed Gas Generator described below. We will also be seeking
accredited valuations for these intellectual properties in a variety of markets
including the U.S., Germany and Canada.

4

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M2 Fluidized Bed Gas Generator (Gasifier) (M2)

In Fiscal 2005 we acquired Syngas Energy along with all rights
and title to its advanced gasification process. Subsequently, we completed a
prototype of the gasification technology. The M2 is an air blown fluid bed
gasifier, which converts waste solid fuel sources into a gaseous form. The M2
gas produced can be used in most boilers, kilns and furnaces to offset the use
of natural gas.

The M2 fluidized bed gasification process offers substantial
benefits compared to simple burning processes, and other forms of gasification.
The gasifier has been successfully used to convert biomass wastes (i.e. wood
wastes, bark, and agricultural wastes) into a clean fuel gas that can be
used to fire various types of industrial equipment.

The overall thermal efficiency of fluid bed gasifiers is
typically in the range of 75% to over 90%, depending on the ash and moisture
content of the fuel. Unlike some burners (such as suspension burners) or old
style fixed bed gasifiers, the fluid bed gasifiers can operate satisfactorily
with highly variable feed materials ranging from coal, shredded wood and bark to
sawdust fines, or lump wood with particle sizes of less than 1 1/2 - 2 inches.
In contrast, other types of gasifiers or burners require either dry pellets,
nuggets of clean wood, or uniformly dry sander dust. Thus the various types of
fuels generally available around lumber mills can be used in fluid bed gasifiers
with good results. The fluid bed gasifier does not have moving grates or other
moving parts in the high temperature regions of the bed. Where there are moving
parts, heavy duty industrial components proven in lumber and pulp mill
operations are used. Reliability is thus high.

The size of energy conversion systems is generally dictated by
their air flow. Because fluid bed gasifiers use comparatively small amounts of
air, the equipment is comparatively small and compact. This permits systems to
be completely shop fabricated and assembled on skids thereby reducing purchase
price and installed costs. Because the process produces a fuel gas rather than
just quantities of heat, it can be easily applied to a variety of industrial
processes including boilers, dry kilns, veneer dryers, or several pieces of
equipment at once. Operation with wood/bark fuels results in very low emissions,
including low NOx, carbon monoxide, and particulate emissions.  No "tail
end" exhaust cleanup devices are required.

PyStR Process  Hydrogen Production

In 2005, through our wholly owned subsidiary Syngas Energy, we
acquired world wide exclusive licenses to develop, produce and market PyStR, a
low cost proprietary hydrogen production technology.

Pyrolysis Steam Reformer (PyStR)

The PyStR Technology system incorporates a novel, jetting,
very high heat transfer direct fuel and sorbent contact reactor which is
utilized to steam reform coal, giant cane, wood chips, or any other biomass, and
chemically separate carbon dioxide. The pyrolysis of biomass is accomplished by
direct contact between the biomass fuel stock and hot granular calcined lime at
moderate pressures. The lime is re-carbonated to limestone directly producing
near pure H2and heat for endothermic (heat consuming)

5

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steam reforming. The resulting limestone stream is then
re-circulated and re-calcined (regenerated removing the CO2).
Essentially 100% of the CO2can be prevented from entering the
atmosphere.

The PyStR technology is an inexpensive and simple method of
reforming hydrocarbons (carbonaceous materials) and calcining lime to chemically
separate hydrogen and carbon dioxide into two separate streams. It converts
common cheap ingredients (coal or wood, air, water) into near pur streams of
hydrogen (H2), carbon dioxide (CO2) and nitrogen
(N2).  It produces no flue gas.

The technology produces near pure hydrogen in a single step
process simply by feeding coal or biomass chips into a hot jetting granular lime
filled reactor. The biomass is pyrolyzed and steam reformed into hydrogen and
oxides of carbon, which immediately react with the lime producing heat to
sustain pyrolysis and steam reforming while also forming limestone. A novel
gas/solids separator returns the sorbent (limestone) to an indirect calciner,
where the limestone is re-calcined (effectively separating out a stream of near
pure carbon dioxide) and re-circulated back to the reactor as lime. Separate
streams of near pure hydrogen and carbon dioxide exit the reactor. Thus the
direct hydrogen production, gas/solids separation, and re-calcination steps
achieved within this novel reactor are all significant improvements over
existing state-of-the-art technologies. Moreover, it greatly simplifies the
process. We are focusing our efforts in getting this technology to market. We
plan to complete a prototype and commercialize the PyStR hydrogen production
process during 2007.

We have agreed to begin construction on a demonstration sized
installation of the PyStR technology no later than February 14, 2008. Also, we
are obligated to sell at least one commercial installation using the PyStR
technology by the end of 2008. If we fail to carry out either of these
obligations, all rights and interests in the hydrogen technology will revert
back to the creator of the technology at the end of 2008.

Modular Advanced Controlled Air Incinerator

Our type of incinerators are Modular, Controlled Air, Factory
Built, and Packaged Units. The fundamental operating description is Starved
Ignition Chamber, Excess Air Combustion Chamber. These are not Pyrolytic Units
since air is introduced into the Ignition chamber. All units are designed and
rated on a Burning Rate Basis, meaning they will burn the waste as fast as it is
c h a r g e d . The integrated design of the ignition chamber, flame port and
combustion chamber allows proper and constant gas velocities to insure proper
air/fuel (waste) ratios for optimum combustion efficiency.The units are
ideally suited for medical waste and moderately prepared municipal waste
disposal.

6

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Beiseker Medical Waste Facility

In 2005 we commenced negotiations to enter into a formal
agreement with the Beiseker Medical Waste Facility. If we are successful in
reaching an agreement, this facility will act as a co-generation plant to start,
with further expansion capacity to sell energy (electricity) directly to the
grid. Negotiations are ongoing. In January, 2006, we entered into a non-binding
letter of intent with Beiseker Envirotech, owned by Globetech Environmental Inc.
to enter into a joint venture. Medical waste products, if misused, mishandled or
not disposed of properly, could cause significant harm. Gasification not only
ensures that expired medical waste and used equipment will not cause harm, but
can do it in a way that produces energy, cuts costs and saves the environment
from needless land filling. We hope to enter into a joint venture with Beiseker
Envirotech to use our technologies to covert medical waste to energy. The
Agreement with Globetech Environmental Inc. was subsequently frustrated due to
the previous owner, Cristallo Holdings Inc., taking over the facility.
Negotiations are now ongoing with Cristallo Holdings Inc. We anticipate
concluding this negotiation in the second quarter of 2007.

Management also anticipates searching out and securing other
uses for PyStR and the advanced gasification offerings across different
industries and geographic locations.

Beaufort Energy Services Incorporated

On April 24, 2007, we entered into a Licensing Agreement with
Beaufort Energy Solutions, Inc. (BESI). Under the terms of the agreement, we
agreed to grant licensing rights for our gasification technology in the Province
of British Columbia, Canada. The term of the agreement is 20 years and is
renewable at expiration for a further period of 10 years. BESI must pay us a
royalty of 10% of defined net income, to be paid within 30 days after the end of
each quarterly accounting period. Pursuant to the agreement, BESI will seek
opportunities for our products throughout British Columbia to provide electric
power generation and liquid fuels to supply local consumers, businesses, BC
Hydro, government and semi-government end users. Also, we anticipate that BESI
will pursue installation of our technologies for waste disposal, power
generation, and productions of liquid fuels.

Re-Gen International Corporation

On April 9, 2007, we entered into a Licensing Agreement with
Re-Gen International Corporation (Re-Gen). Under the terms of the agreement,
we agreed to grant licensing rights for our PyStR and gasification technology in
the U.S.. The term of the agreement is 10 years and is renewable at expiration
for a further period of 10 years. Re-Gen must pay us a royalty of 12% of defined
profit, to be calculated each month, or a minimum of $30,000 every three months
for the first year, whichever is greater. After the first year, the minimum will
be adjusted to $60,000 every three months.

7

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Re-Gen plans to l supply a chain of affiliated companies in one
location with the needed energy drawn from biomass waste. Re-Gen plans to begin
a U.S.-wide campaign of recycling a certain biomass waste (railroad crossties)
which until now has not been recycled. Our gasifiers and fuel preparation
equipment will be directed to this market. Our management believes that the U.S.
will require numerous gasifiers and equipment to process the accumulated waste
currently being generated.

Re-Gen is also establishing offices in Brazil, Chile, and other
international areas to represent us and market our gasification units and
technologies.

Liquidity and Capital Resources

We do not expect to generate any revenues over the next twelve
  months. As of March 31, 2007, our total current assets were $10,684, which was
  comprised of $2,030 in cash or cash equivalents, $8,654 in prepaid expenses
  and deposits Our total current liabilities were $335,540 for a total working
  capital deficit of $324,856. We expect to incur substantial losses over the
  next two years.

Our accumulated deficit was $2,904,256 as at March 31, 2007.
  Our net loss of ($2,904,256) from December 14, 2004 (date of inception) to March
  31, 2007 was mostly funded by our equity financing.

During the three months ended March 31, 2007, we have not raised
  any equity finance.

We used net cash in operations of $2,465 for the three months
  ended March 31, 2007 and we did not use any net cash used in investing.

During the three months ended March 31, 2007 our monthly cash
  requirement was approximately $8,739, including $2,285 monthly in administrative
  activities. At the end of the period as at March 31, 2007, we had cash of $2,030,
  which we anticipate will not cover our costs for even one month according to
  our current monthly burn rate which is estimated at $20,000 monthly. We will
  need to raise additional funds in debt or equity financing to meet our monthly
  expensed, which are estimated at $20,000 monthly.

We believe that we need approximately an additional $2,228,859
  to meet our capital requirements over the next 12 months (beginning April 1,
  2007) for the following estimated expenses:

Expense
    AmountMarketing our
      gasification technology
    $500,000Development of our
      PyStR technology
    $1,200,000Payment of
      accounts payable and accrued liabilities
      $250,466General
      administrative expenses
    $500,000Total
      $2,450,466


8

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Of the $2,450,466 we need for the next 12 months, we had $2,030
  in cash or cash equivalents as of March 31, 2007, and we intend to raise the
  balance of our cash requirements (approximately $2,448,436) from private placements
  and possibly a registered public offering (either self-underwritten or through
  a broker-dealer) within the next few months. At this time we do not have any
  commitments from any broker-dealer to provide us with financing. There is no
  guarantee that we will be successful in raising any capital. If we fail in raising
  capital, our business may fail.

To the extent that we consider acquisitions as a means to expand,
  or if we decide to commence with the manufacture of applications of our technology,
  we will require additional funds. We intend to sell stock to finance our capital
  requirements. There is no assurance that we will be able to obtain such additional
  funds on favorable terms, if at all. If we are unsuccessful in raising enough
  money through private placements and the direct offering, we may review other
  financing possibilities such as bank loans. If we cannot raise at least $2,448,436
  over the next 12 months we will not be able to carry out our full business plan
  and we may not be able to become profitable and we may have to cease operations.

We anticipate that we will generate revenues within the next
eighteen months from sales of our proprietary technologies. If we are successful
in generating such revenues, we plan to apply them towards our general and
administrative expenses. There are no assurances that we will receive any
revenues or that such revenues will be sufficient to cover our expenses. Our
inability to receive sufficient revenues could prevent us from implementing our
business plan.

Research and Development

We anticipate that we will spend $1,200,000 on research and
development over the next twelve months to upgrade our PyStR technology,
including upgrading a prototype. If we are successful in acquiring other
technologies, we may increase our research and development budget.

Purchase of Significant Equipment

At this time we do not have any concrete plans to purchase any
significant equipment during the next 12 months, although we are reviewing the
possibility of purchasing a plasma gasification unit. At this time we do not
know what the costs of such an acquisition would be.

Marketing

We plan to market our gasification unit by means of
demonstrating a portable mobile gasification unit which will showcase the
gasifier to generating power from a variety of feedstock such as wood waste,
bio-mass, coal, petroleum coke, lignite and in addition a second trailer
featuring the PystR process combined with the gasifier generating hydrogen and
oxygen form any available carbon source such as coal, wood waste, lignite and
petroleum coke.

9

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We plan on hiring consultants to contact companies with waste
facilities, such as lumber waste and municipal waste. We believe that our PyStR
technology is suitable for companies in the oil and gas business and in the
shipping business. We plan on targeting such companies through sales consultants
that we will hire. Our marketing plan includes attending several oil and gas,
and alternative energy trade shows during the next year. We are currently
negotiating with several consultants to act as sales persons for our
technologies. Our gasification technology was shown and PyStR process explained
to several potential clients during the months of May and June 2006. We plan to
attend several trade conferences in the next year.

Employees

Over the next twelve months, we anticipate an increase in the
number of employees, only if we complete our prototype gasification unit and
begin the sales cycle.

On May 5, 2006, our board of directors appointed Wilf Ouellette
  as President, Chief Executive Officer and Chief Financial Officer of Syngas.
  Mr. Ouellette has been a director of Syngas since July 1, 2005. Mr. Ouellette
  has been a director and the Chief Executive Officer of Syngas Energy, our wholly
  owned subsidiary, since February 2005.

We entered into an Executive Employment Agreement with Mr. Ouellette
  dated April 17, 2007, for the position of Chief Executive Officer, for a period
  of sixty months at a base salary of $150,000 per year.

In addition to employing Wilf Ouellette, our President and Chief
  Executive Officer, we have recently engaged a technical officer. Such an increase
  on the number of employees may significantly increase our monthly expenses and
  such increase in our monthly expenses depends on the number of employees we
  ultimately retain, if any. To facilitate our growth we anticipate hiring independent
  sales and marketing consultants. We currently engage people as outside contractors
  and consultants for bookkeeping, legal, accounting, website development and
  audit functions.

**Consulting Arrangements**

On April 26, 2007, we entered into a consulting arrangement
  with Ron Foster and issued 2,000,000 shares of common stock with a fair value
  of $420,000 pursuant to a consulting agreement dated April 26, 2007 for the
  provision of consulting services for term of one year.

Known Material Trends and Uncertainties

As of March 31, 2007, we had no off balance sheet transactions
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in our financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources.

In view of the uncertainties concerning our continued existence
as a going concern, our management plans to mitigate the effect of such
conditions, management intends to take the following steps in the event that we
are not able to raise sufficient funds to meet the needs of our business
plans:

- continue equity financing by private placements or a direct offering; and
- negotiate with our management and consultants to pay parts of salaries and
  fees with stock and stock options instead of cash.

We believe that the above discussion contains a number of
forward-looking statements. Our actual results and our actual plan of operations
may differ materially from what is stated above. Factors which may cause our
actual results or our actual plan of operations to vary include, among other
things, decision of the Board of Directors not to pursue a specific course of
action based on a re-assessment of the facts or new facts, or changes in general
economic conditions.

10

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Critical Accounting Policies

Our financial statements are impacted by the accounting
policies used and the estimates and assumptions made by management during their
preparation. A complete summary of these policies is included in the notes to
our historical financial statements. We have identified below the accounting
policy that is of particular importance in the presentation of our financial
position, results of operations and cash flows and which require the application
of significant judgment by management.

Stock-based Compensation

We have a stock-based compensation plan, whereby stock options
are granted in accordance with the policies of regulatory authorities.

Prior to January 1, 2006, we accounted for stock-based awards
under the recognition and measurement provisions of Accounting Principles Board
Opinion (APB) No. 25, Accounting for Stock Issued to Employees using
the intrinsic value method of accounting, under which compensation expense was
only recognized if the exercise price of our employee stock options was less
than the market price of the underlying common stock on the date of grant.

Effective January 1, 2006, we adopted the fair value
recognition provisions of SFAS No. 123R Share Based Payments, using the
modified prospective transition method. Under that transition method,
compensation cost is recognized for all share-based payments granted prior to,
but not yet vested as of January 1, 2006, based on the grant date fair value
estimated in accordance with the original provisions of SFAS No. 123, and
compensation cost for all share-based payments granted subsequent to January 1,
2006, based on the grant-date fair value estimated in accordance with the
provisions of SFAS 123R. Results for prior periods have not been restated. This
change in accounting methodologies has created no change to our income from
operations for the period ended March 31, 2007.

All transactions in which goods or services are the
consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value of the
equity instrument issued, whichever is more reliably measurable. Equity
instruments issued to employees and the cost of the services received as
consideration are measured and recognized based on the fair value of the equity
instruments issued.

ITEM 3. CONTROL AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

11

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Our Chief Executive Officer and Chief Financial Officer
evaluated our disclosure controls and procedures (as defined in Rule 13a-14
(c) of the Securities Exchange Act of 1934 (the Exchange Act) as of a date
within 90 days before the filing date of this report and has concluded that as
of the evaluation date, our disclosure controls and procedures are effective to
ensure that information we are required to disclose in reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commissions
rules and forms.

(b) Changes in internal controls

Subsequent to the date of their evaluation, there were no
significant changes in our internal controls over financial reporting or in
other factors that could significantly affect these controls. There were no
significant deficiencies or material weaknesses in our internal controls so no
corrective actions were taken.

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated
by any governmental authority or any other party against us. None of our
directors, officers or affiliates are (i) a party adverse to us in any legal
proceedings, or (ii) have an adverse interest to us in any legal proceedings.
Management is not aware of any other legal proceedings that have been threatened
against us.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

None

ITEM 5. OTHER INFORMATION

Effective immediately we have changed our address to the following:

> 850 South Boulder Hwy., Suite 169
>     Henderson, Nevada 89015 - 7564

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ITEM 6. EXHIBITS

|Exhibit | Exhibit                                                                                                                                                                                         
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | **Description**                                                                                                                                                                                 
|        |                                                                                                                                                                                                 
|31.1    | Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002                                                      
|        |                                                                                                                                                                                                 
|32.1    | 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

SIGNATURES

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

|                    | SYNGAS INTERNATIONAL CORP.         
|------------------- | -----------------------------------
|                    |                                    
|Dated: May 15, 2007 | /s/
      Wilf Ouellette           
|                    | Wilf Ouellette                     
|                    | President, Chief Executive Officer,
|                    | Chief Financial Officer            
|                    | Principal Accounting Officer       

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