UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(Mark One)

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

For the quarterly period ended June 30, 2006

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)                                    |                                     

Suite 600, 595 Hornby Street Vancouver, British Columbia, V6C 1A4(Address of principal executive offices)

604.646.5611(Issuer's telephone number)

APPLICABLE ONLY TO CORPORATE ISSUERS

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

39,136,364 common shares, par value $0.001 as at August 14, 2006

Transitional Small Business Disclosure Format (Check one):    Yes  ̈    No [X]







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Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.



|Syngas International Corp.                     |      
|---------------------------------------------- | -----
|(A Development Stage Company)                  |      
|(Unaudited)                                    |      
|                                               |      
|June 30, 2006                                  |      
|                                               |      
|                                               | 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  
|                                               |      
|                                               |      







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SYNGAS INTERNATIONAL CORP.

(A Development Stage Company)

Consolidated Balance Sheets

(Expressed in US dollars)

(Unaudited)





|                                                                                                               | June 30,
2006
$ | December 31, 2005
$
|-------------------------------------------------------------------------------------------------------------- | --------------- | -------------------
|Assets                                                                                                         |                 |                    
|                                                                                                               |                 |                    
|Current Assets                                                                                                 |                 |                    
|                                                                                                               |                 |                    
|Cash and cash equivalents                                                                                      | 46,138          | 2,810              
|Prepaid expenses and deposits                                                                                  | 8,654           | 8,654              
|                                                                                                               |                 |                    
|Total Current Assets                                                                                           | 54,792          | 11,464             
|                                                                                                               |                 |                    
|Intangible Asset (Note 5)                                                                                      | 25,204          | 25,204             
|                                                                                                               |                 |                    
|Total Assets                                                                                                   | 79,996          | 36,668             
|                                                                                                               |                 |                    
|                                                                                                               |                 |                    
|Liabilities and Stockholders' Deficit                                                                          |                 |                    
|                                                                                                               |                 |                    
|Current Liabilities                                                                                            |                 |                    
|                                                                                                               |                 |                    
|Accounts payable and accrued liabilities                                                                       | 34,731          | 45,645             
|Accounts payable - related parties  (Note 6)                                                                   | 31,292          | 30,175             
|Loans payable                                                                                                  | 111,416         | 79,972             
|                                                                                                               |                 |                    
|Total Liabilities                                                                                              | 177,439         | 155,792            
|                                                                                                               |                 |                    
|Stockholders' Deficit                                                                                          |                 |                    
|                                                                                                               |                 |                    
|Preferred Stock                                                                                                |                 |                    
|Authorized: 1,000,000 shares, with a $0.01 par value; none issued                                              |                |                   
|                                                                                                               |                 |                    
|Common Stock  (Note 7)                                                                                         |                 |                    
|Authorized: 100,000,000 shares, with a $0.001 par value;
Issued:  39,136,364 shares (2005  37,755,050 shares) | 39,136          | 37,755             
|                                                                                                               |                 |                    
|Additional Paid-in Capital                                                                                     | 2,249,181       | 1,026,477          
|                                                                                                               |                 |                    
|Accumulated Other Comprehensive Loss                                                                           | (2,213)         | (1,019)            
|                                                                                                               |                 |                    
|Deficit  Accumulated During the Development Stage                                                              | (2,383,547)     | (1,182,337)        
|                                                                                                               |                 |                    
|Total Stockholders Deficit                                                                                    | (97,443)        | (119,124)          
|                                                                                                               |                 |                    
|Total Liabilities and Stockholders Deficit                                                                    | 79,996          | 36,668             
|                                                                                                               |                 |                    











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)





|                                        | Accumulated from December 14, 2004 (Date of Inception) to June 30,
2006
$ | For the Three Month Period Ended June 30,
2006
$ | For the Three Month Period Ended June 30,
2005
$ | For the Six Month Period Ended June 30,
2006
$ | For the Six Month Period Ended June 30,
2005
$
|--------------------------------------- | ------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------------------------------ | ---------------------------------------------- | ----------------------------------------------
|                                        |                                                                           |                                                  |                                                  |                                                |                                               
|Revenue                                 |                                                                          |                                                 |                                                 |                                               |                                              
|                                        |                                                                           |                                                  |                                                  |                                                |                                               
|Expenses                                |                                                                           |                                                  |                                                  |                                                |                                               
|                                        |                                                                           |                                                  |                                                  |                                                |                                               
|Consulting and management fees          | 2,183,515                                                                 | 803,314                                          | 8,103                                            | 1,156,651                                      | 30,387                                        
|General and administrative              | 34,093                                                                    | 4,688                                            | 516                                              | 12,120                                         | 6,694                                         
|Professional fees                       | 89,001                                                                    | 20,148                                           | 1,493                                            | 32,439                                         | 5,545                                         
|                                        |                                                                           |                                                  |                                                  |                                                |                                               
|                                        | 2,306,609                                                                 | 828,150                                          | 10,112                                           | 1,201,210                                      | 42,626                                        
|                                        |                                                                           |                                                  |                                                  |                                                |                                               
|Net Loss                                | (2,306,609)                                                               | (828,150)                                        | (10,112)                                         | (1,201,210)                                    | (42,626)                                      
|                                        |                                                                           |                                                  |                                                  |                                                |                                               
|Other comprehensive loss                |                                                                           |                                                  |                                                  |                                                |                                               
|Foreign currency translation adjustment | (2,213)                                                                   | (1,213)                                          | (81)                                             | (1,194)                                        | (81)                                          
|                                        |                                                                           |                                                  |                                                  |                                                |                                               
|Total Comprehensive Loss                | (2,308,822)                                                               | (829,363)                                        | (10,193)                                         | (1202,404)                                     | (42,707)                                      
|                                        |                                                                           |                                                  |                                                  |                                                |                                               
|Net Loss Per Share  Basic and Diluted  |                                                                           | (0.02)                                           |                                                 | (0.03)                                         |                                              
|                                        |                                                                           |                                                  |                                                  |                                                |                                               
|Weighted Average Shares Outstanding     |                                                                           | 38,856,000                                       | 27,949,000                                       | 38,604,000                                     | 17,506,000                                    
|                                        |                                                                           |                                                  |                                                  |                                                |                                               















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)





|                                                                            |  | Accumulated from December 14, 2004 (date of Inception) to June 30, 2006
$ | For the Six
Month Period Ended June 30,
2006
$ | For the Six
Month Period Ended June 30,
2005
$
|--------------------------------------------------------------------------- |  | ------------------------------------------------------------------------- | ---------------------------------------------- | ----------------------------------------------
|                                                                            |  |                                                                           |                                                |                                               
|Cash Flows Used In Operating Activities                                     |  |                                                                           |                                                |                                               
|Net loss                                                                    |  | (2,306,609)                                                               | (1,201,210)                                    | (42,626)                                      
|                                                                            |  |                                                                           |                                                |                                               
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                                                           |                                                |                                               
|Stock based compensation                                                    |  | 994,563                                                                   | 654,801                                        |                                              
|Shares issued for expenses                                                  |  | 1,109,284                                                                 | 499,284                                        |                                              
|                                                                            |  |                                                                           |                                                |                                               
|Changes in operating assets and liabilities:                                |  |                                                                           |                                                |                                               
|Accounts payable and accrued liabilities                                    |  | 12,620                                                                    | (10,914)                                       | 12,116                                        
|Accounts payable - related parties                                          |  | 28,416                                                                    | 1,117                                          | 10,913                                        
|                                                                            |  |                                                                           |                                                |                                               
|Net Cash Used in Operating Activities                                       |  | (161,726)                                                                 | (56,922)                                       | (19,597)                                      
|                                                                            |  |                                                                           |                                                |                                               
|                                                                            |  |                                                                           |                                                |                                               
|Investing Activities                                                        |  |                                                                           |                                                |                                               
|Net cash acquired on business acquisition                                   |  | 565                                                                       |                                               | 565                                           
|Purchase of intangible asset                                                |  | (25,000)                                                                  |                                               |                                              
|                                                                            |  |                                                                           |                                                |                                               
|Net Cash Used In Investing Activities                                       |  | (24,435)                                                                  |                                               | 565                                           
|                                                                            |  |                                                                           |                                                |                                               
|                                                                            |  |                                                                           |                                                |                                               
|Financing Activities                                                        |  |                                                                           |                                                |                                               
|Advances from related parties                                               |  | 66,768                                                                    | 31,444                                         |                                              
|Proceeds from issuance of common stock                                      |  | 167,744                                                                   | 70,000                                         | 19,337                                        
|                                                                            |  |                                                                           |                                                |                                               
|Net Cash Provided By Financing Activities                                   |  | 234,512                                                                   | 101,444                                        | 19,337                                        
|                                                                            |  |                                                                           |                                                |                                               
|Effect of Exchange Rate Changes on Cash                                     |  | (2,213)                                                                   | (1,194)                                        | 71                                            
|                                                                            |  |                                                                           |                                                |                                               
|Increase in Cash and Cash Equivalents                                       |  | 46,138                                                                    | 43,328                                         | 376                                           
|                                                                            |  |                                                                           |                                                |                                               
|Cash and Cash Equivalents, beginning of period                              |  |                                                                          | 2,810                                          | 384                                           
|                                                                            |  |                                                                           |                                                |                                               
|Cash and Cash Equivalents, end of period                                    |  | 46,138                                                                    | 46,138                                         | 760                                           
|                                                                            |  |                                                                           |                                                |                                               
|                                                                            |  |                                                                           |                                                |                                               
|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)

(Unaudited)





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 intercompany balances and transactions have been eliminated on consolidation.



As of June 30, 2006, 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 $2,383,547 since inception and has a working capital deficiency of $122,647 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, 2005. 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, 2005, has been omitted. The results of operations for the six-month period ended June 30, 2006 are not necessarily indicative of results for the entire year ending December 31, 2006. The accounting principles applied in the preparation of these interim financial statements are consistent with those applied for the year ended December 31, 2005, except as described in Note 3.







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

F-4







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SYNGAS INTERNATIONAL CORP.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(Unaudited)





3.

Adoption of New Accounting Policy

Stock  Based Compensation

The Company has a stock-based compensation plan (Note 8), whereby stock options are granted in accordance with the policies of regulatory authorities.

Prior to January 1, 2006, the Company 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 the Companys employee stock options was less than the market price of the underlying common stock on the date of grant. Effective January 1, 2006, the Company 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. There was no change to the Company income from operations for the period ended June 30, 2006, than if it had continued to account for share-based compensation under APB No. 25.

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.

The following table illustrates the effect on net loss per share as if the fair value method had been applied to all outstanding and vested awards in the prior period.

|                                                                                                                                     |  | Six Months
Ended
June 30,
2005
$
|------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------
|                                                                                                                                     |  |                                 
|Net loss, as reported                                                                                                                |  | (42,626)                        
|                                                                                                                                     |  |                                 
|Add:  Stock-based compensation expense included in reported net income, net of related tax effects                                   |  |                                
|                                                                                                                                     |  |                                 
|Deduct:  Total stock-based compensation expense determined  under fair value based method for all awards, net of related tax effects |  |                                
|                                                                                                                                     |  |                                 
|Pro forma net loss                                                                                                                   |  | (42,626)                        
|                                                                                                                                     |  |                                 
|                                                                                                                                     |  |                                 
|Loss per share:                                                                                                                      |  |                                 
|                                                                                                                                     |  |                                 
|Basic and Diluted - as reported                                                                                                      |  |                                
|Basic and Diluted - pro forma                                                                                                        |  |                                





4.

Recent Accounting Pronouncements

The Financial Accounting Standards Board has issued SFAS No. 155 “Accounting for Certain Hybrid Financial Instruments” and SFAS No. 156 “Accounting for Servicing of Financial Assets”, but they will not have any relationship to the operations of the Company. Therefore a description and its impact for each on the Companys operations and financial position have not been disclosed.







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

F-5







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SYNGAS INTERNATIONAL CORP.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(Unaudited)



5.

Intangible Asset

On December 24, 2004, the Company purchased from the CEO of the Company an integrated gasification production system. This 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.



6.

Related Party Transactions

As at June 30, 2006, $2,919 (December 31, 2005  $2,919), is owing to a director and officer of the Company, $9,824 (December 31, 2005  $9,438), is owing to related companies, and $18,549 (December 31, 2005 - $17,818), is owing to a company with a common director. These amounts are unsecured, non-interest bearing and have no terms of repayment.



7.

Common Stock



a)

On June 28, 2006, the Company issued 150,000 shares of common stock upon the exercise of 150,000 stock options at $0.30 per share for cash proceeds of $45,000.



b)

On June 6, 2006, the Company issued 10,000 shares of common stock with a fair value of $5,500 for management services provided.



c)

On May 30, 2006, the Company issued 120,000 shares of common stock with a fair value of $72,000 for consulting services provided.



d)

On May 25, 2006, the Company issued 17,500 shares of common stock with a fair value of $10,500 for legal services provided.



e)

On May 9, 2006, the Company issued 20,833 shares of common stock upon the exercise of 20,833 stock options at $0.30 per share for cash proceeds of $6,250.



f)

On April 25, 2006, the Company issued 100,000 shares of common stock with a fair value of $45,000 for consulting services provided.



g)

On March 9, 2006, the Company issued 62,500 shares of common stock upon the exercise of 62,500 stock options at $0.30 per share for cash proceeds of $18,750.



h)

On February 27, 2006, the Company issued 15,000 shares of common stock with a fair value of $9,000 for legal services provided.



i)

On February 21, 2006, the Company issued 23,786 shares of common stock with a fair value of $12,607 for consulting services provided.



j)

On January 31, 2006, the Company issued 836,695 shares of common stock with a fair value of $334,678 for consulting services provided.



k)

On January 31, 2006, the Company issued 25,000 shares of common stock with a fair value of $10,000 for legal services provided.



l)

On January 27, 2005, 10,000 units were issued for cash at a price of $0.41 (CDN$0.50) per unit for total proceeds of $4,071 (CDN$5,000). Each unit consists of one share and one warrant. The warrant allows the warrant holder to acquire one additional share at $0.62 (CDN$0.75) per share for a period of one year.



m)

On January 21, 2005, 37,500 units were issued for cash at a price of $0.41 (CDN$0.50) per unit for total proceeds of $15,266 (CDN$18,750). Each unit consists of one share and one warrant. The warrant allows the warrant holder to acquire one additional share at $0.62 (CDN$0.75) per share for a period of one year.





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

F-6







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SYNGAS INTERNATIONAL CORP.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(Unaudited)





8.

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:



|                          | Six months ended
June 30, 2006
|------------------------- | ------------------------------
|                          | Number of Options             
|                          |                               
|Balance – January 1, 2006 | 1,205,000                     
|                          |                               
|Granted                   | 1,450,000                     
|                          |                               
|Cancelled / Forfeited     |                              
|                          |                               
|Exercised                 | (233,333)                     
|                          |                               
|Balance – June 30, 2006   | 2,421,667                     





9.

Subsequent Events



a)

On July 19, 2006, the Company issued 150,000 shares of common stock upon the exercise of stock options at $0.30 per share for cash proceeds of $45,000.



b)

On July 14, 2006, the Company entered into a Letter of Intent to purchase 100% of the shares of Salmon Arm Plastics Ltd. (SAPL) by the issue of an aggregate of 2,120,000 common shares of the Company and the issue of an 8% convertible debenture for certain balances due to shareholders of SAPL. The convertible debenture will carry a term of two years and may be converted at the option of the holders into common shares of the Company at a price of the equivalent to 90% of market value of the Companys common stock. SAPL manufactures thin roll clear plastic sheets from recycled pop and water bottles.



c)

On July 31, 2006, the Company loaned SAPL $44,655 to be paid back 90 days following the date of closing of the acquisition of SAPL by the Company pursuant to the Letter of Intent dated July 14, 2006.



d)

On August 7, 2006, the Company issued 40,000 shares of common stock upon the exercise of stock options at $0.45 per share for cash proceeds of $18,000.







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

F-7







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Item 2.  Management's Plan of Operation.

FORWARD-LOOKING STATEMENTS

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

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

All dollar amounts refer to US dollars unless otherwise indicated.

General

On January 28, 2005 we entered into two share exchange agreements to acquire all of the issued stock in Syngas Energy Corp. ("Syngas Energy"). Syngas Energy was incorporated 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.  On June 30, 2005, we completed the acquisition of Syngas Energy by issuing one common share to 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.  On December 29, 2005 we changed our name from Fairchild International Corporation to Syngas International Corp.

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 plan to raise equity financings of approximately $1,000,000 over the next twelve months to finance operations. There is no guarantee that we will be able to complete any of these objectives. We incurred a net loss of $(1,975,034) since our inception on December 14, 2004 to June 30, 2006.  As of June 30, 2006 we had a working capital deficiency of $122,647 and these conditions, among others, give rise to substantial doubt about our ability to continue as a going concern.









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Results of Operations

Three Months Ended June 30, 2006, Three Months Ended June 30, 2005 and Six Period from Inception (December 14, 2004) to June 30, 2006, Six Months Ended June 30, 2006, Six Months Ended June 30, 2005

We incurred a net loss of $(496,575) for the three months ended June 30, 2006 compared to a net loss of $(10,112) during the quarter ended June 30, 2005.  The increase in the loss was due primarily to a significant increase in consulting and management fees and professional fees. For the six months ended June 30, 2006, we incurred a net loss of $(869,635) compared to a net loss of $(42,626) during the six months ended June 30, 2005.  The increase in the loss was due primarily to a significant increase in consulting and management fees and professional fees. We have generated a total comprehensive loss since inception to June 30, 2006 of $(1,977,247).  Due to our continued losses and lack of revenues there is substantial doubt about our ability to continue as a going concern.

Lack of Revenues

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, 2005 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 June 30, 2006 were $469,575 compared to total expenses of $10,112 for the quarterly period ended June 30, 2005.  Our total expenses from December 14, 2004 (date of inception) to June 30, 2006 were $1,975,034 and consisted of $1,851,940 in consulting and management fees, $34,093 in general and administrative fees, which include office, telephone, office supplies and travel expense, and $89,001 in professional fees. The expenses for the quarterly period ended June 30, 2006 included $471,739 in consulting and management fees, an increase of $463,636 from the three months ended June 30, 2005. These consulting fees related mainly to the development of our marketing strategies, and fees related to assisting us in locating and acquiring new technologies. During the three months ended June 30, 2006 we incurred general and administrative expenses of $4,688 and professional fees of $20,148.

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 in development stage operations 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.

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

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Plan of Operation

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.



Gasification Technology



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.  During the next 12 months we plan to commercialize our advanced gasification unit.  We plan to joint venture with clients seeking co-generation power sources, or with those that have low value feed stocks to convert to energy and take a percentage of the proceeds from energy sales.



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.  We plan to complete a prototype and commercialize the PyStR hydrogen production process during 2006.

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.

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.



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, mis-handled 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.



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

We anticipate that we will generate revenues within the next eighteen months from licences 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.

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. There is no assurance that we will be able to obtain such additional funds on favorable terms, if at all. Our inability to raise sufficient funds could prevent us from implementing our business plan.



Salmon Arm Plastics Limited.



In June of 2006, we commenced negotiations to enter into a formal agreement with the Salmon Arm Plastics Ltd. (SAPL). We have entered into a non binding letter of intent.  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 electricity suppliers.  Negotiations are ongoing.  The agreement as contemplated would have SAPL become a wholly owned subsidiary of Syngas International Corp.  SAPL currently takes flake made from used pop, water and liquor bottles, and produces plastic sheeting which is then turned into clam shells used in most popular grocery stores.  As of August 15, 2006, Syngas International Corp. had advanced, as a loan, approximately $45,000 towards the purchase of SAPL.  SAPL has thirteen employees, nine of whom are in production.  More information on the non binding letter of intent is included below under Item 5.



SAPL is located in Salmon Arm, British Columbia, Canada, where there is active forestry industry.  Management is hoping to use the wood waste generated by the industry in conjunction with our technologies to produce energy for SAPL and for sale to electricity suppliers.



If we are successful in our purchase, we anticipate revenues on day one of completion of the purchase, and those revenues will go towards operating and expanding the plastics subsidiary. There are no assurances that our revenues will be sufficient to cover our expenses.



Management also anticipates searching out and securing other uses for PyStR and the advanced gasification offerings across the forestry industry once we are able to showcase our technologies at the SAPL plant.



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. There is no assurance that we will be able to obtain such additional funds on favorable terms, if at all. Our inability to raise sufficient funds could prevent us from implementing our business plan.



Liquidity and Capital Resources

We need additional capital to fund our continuing operating expenses and to fund our interests in the research, development and commercialization of alternative energy technologies.  We intend to sell stock to finance our capital requirements. We do not expect to generate any revenues over the next twelve months.  To the extent that we obtain sales contracts, we will require additional funds to fund the manufacture of units for sale. There is no assurance that we will be able to obtain such additional funds on favorable terms, if at all.

As of June 30, 2006, our total current assets were $54,792 which was comprised of $46,138 in cash or cash equivalents and $8,654 in prepaid expenses.  At that time, our total liabilities were $177,439 for a total working capital deficit of $122,647. We expect to incur substantial losses over the next two years.

As of June 30, 2006, we had $46,138 in cash or cash equivalents, and we believe that we need approximately an additional $1,000,000 to meet our capital requirements over the next 12 months for the following estimated expenses:

$112,000

marketing of our gasification technology

$600,000

development of our PyStR technology

$155,000

payment of accounts payable and accrued liabilities

$145,000

general administrative expenses



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. If we are successful in acquiring SAPL we expect to begin generating revenues on completion of the acquisition.  Our general and administrative expenses are anticipated to include telephone and office expense, travel and office supplies.  There are no assurances that we will receive any revenues or that such revenues will be sufficient to cover our expenses.



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. There is no assurance that we will be able to obtain such additional funds on favorable terms, if at all. Our inability to raise sufficient funds could prevent us from implementing our business plan.



Research and Development

We anticipate that we will spend $600,000 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

We do not intend to purchase any significant equipment during the next 12 months unless we identify a suitable business opportunity or business combination that may require us to invest in such equipment.



Marketing

We plan on market our gasification unit by 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 trade shows during the next year. We are currently negotiating with several consultants to act as sales persons for our technologies. We have recently entered into a representative agreement with Ecogestion Ltda. in Santiago, Chile to act as our exclusive distributor of our technologies in Chile.

Our M2 gasification technology was shown and PyStR process explains to several potential clients during the months of May and June 2006.



Employees

Over the next twelve months, we anticipate an increase in the number of employees we retain only if we complete our prototype gasification unit and begin the sales cycle. On May 5, 2006, Robert Klein resigned as President, Chief Executive Officer and Chief Financial Officer of Syngas.  The resignation was not motivated by a disagreement with Syngas on any matter relating to our operations, policies or practices.

On May 5, 2006, the Companys 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, the Companys wholly owned subsidiary, since February 2005.

Currently we have two employees, Wilf Ouellette, our President and Chief Executive Officer, and Gloria Porter, who works in technology development for Syngas Energy. 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.



Item 3.  Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to the filing date of this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our President, Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our President, Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that material information required to be disclosed by it in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. We evaluate the internal controls on a regular basis to ensure that we are in compliance with our policies.

There have been no significant changes in our internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation.







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Part II - OTHER INFORMATION

Item 1.  Legal Proceedings.

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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

None.

Item 3.  Defaults Upon Senior Securities.

None.

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

None.

Item 5.  Other Information.

On July 17, 2006 we entered into a non binding letter of intent with all of the shareholders of Salmon Arm Plastics Ltd. ("SAPL") whereby it is contemplated, that subject to a formal agreement being completed, we will issue 1,000,000 common shares to the existing shareholders of SAPL to purchase 100% of the issued and outstanding stock of SAPL. Further, the letter of intent contemplates that we will issue a further 1,200,000 common shares as repayment of some outstanding shareholder loans owed by SAPL, and issue a convertible debenture for the balance of SAPL's shareholder loans with an 8% annual conversion price and a conversion price to our common stock at a 10% discount to market price.  We are currently in negotiations to finalize this agreement.  As of August 15, 2006, Syngas International Corp. had advanced, as a loan, approximately $45,000 towards the purchase of SAPL.

Item 6.  Exhibits and Reports on Form 8-K.

Exhibit Number and Description

|10.1 | Assignment Agreement dated February 14, 2005 between R. Sadowski and 975110 Alberta Ltd. (incorporated by reference from our Report on Form 8-K filed on November 4, 2005)   
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                              
|10.2 | Assignment Agreement dated November 1, 2005 between 975110 Alberta Ltd. and Syngas Energy (incorporated by reference from our Report on Form 8-K filed on November 4, 2005)  
|     |                                                                                                                                                                              
|10.3 | Non Binding Letter of Intent to purchase Salmon Arm Plastics Ltd.                                                                                                            
|     |                                                                                                                                                                              
|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









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SIGNATURES

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

|                       | SYNGAS INTERNATIONAL CORP.         
|---------------------- | -----------------------------------
|                       |                                    
|Dated: August 18, 2006 | /s/ Wilf Ouellette                 
|                       | Wilf Ouellette                     
|                       | President, Chief Executive Officer,
|                       | Chief Financial Officer            
|                       | Principal Accounting Officer       
|                       |