U. S. Securities and ExchangeCommission

                         Washington, D. C.  20549

 

 

                                FORM 10-QSB

 

 

[X]  QUARTERLY REPORT UNDER SECTION 13 OR15(d) OF THE SECURITIES 

     EXCHANGE ACT OF 1934

 

     For the quarterly period ended September30, 2006

 

[ ]  TRANSITION REPORT UNDER SECTION 13 OR15(d) OF THE SECURITIES 

     EXCHANGE ACT OF 1934 

 

     For the transition period from                to 

                                   --------------    --------------- 

                                     

                       Commission File No.000-50678

 

                           SYNTONY GROUP, INC.

                          -------------------    

              (Name of Small Business Issuer inits Charter) 

 

            UTAH                                               87-0369068 

            ----                                              ----------    

(State of Incorporation)                               (I.R.S. Employer I.D. No.)

 

                          1035 Park Avenue, Suite 7B

                        New York, New York 10028-0912

                       --------------------------

                 (Address of PrincipalExecutive Offices)

 

                Issuer's Telephone Number:  (646) 827-9362

 

Indicate by check mark whether theRegistrant (1) has filed all reports required to be filed by Sections 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the Registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.

 

(1)  Yes X    No                 (2) Yes X     No 

      

 

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

                                       

 

 

 

 

 

 

             APPLICABLE ONLY TO ISSUERSINVOLVED IN BANKRUPTCY 

                PROCEEDINGS DURING THEPRECEDING FIVE YEARS

 

                              Not applicable.

 

                   APPLICABLE ONLY TO CORPORATEISSUERS

 

Indicate the number of sharesoutstanding of each of the Registrant's classes of common stock, as of thelatest practicable date:

 

                               November 10,2006

 

                                 13,723,462

                                 ----------

 

Transitional small businessdisclosure format (check one):  Yes    No X 

                                                              ---   --- 

                      

 

 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1.   Financial Statements.

 

SYNTONY GROUP, INC..

 

FORM 10-QSB

 

FOR THE QUARTER ENDEDSEPTEMBER 30, 2006

 

 

TABLE OF CONTENTS 

                                                                                   Page

                                                                                 Numbers

PART I -FINANCIAL INFORMATION

 

Item 1 - Financial Statements

 

      Consolidated Condensed Statements of Financial Condition

        as of September 30, 2006 (Unaudited)                                         3

 

      Consolidated Condensed Statements of Operations for the three and

        nine months September 30, 2006 and 2005 and forthe period from

        reactivation (March 26, 2001) through September30, 2006 (Unaudited)          4

 

      Consolidated Condensed Statements ofStockholders' Equity/(Deficit)

        For the Period From Reactivation (March 26,2001)

        through September 30, 2006 (Unaudited)                                       5

 

      Consolidated Condensed Statements of Cash Flows for the nine monthsended 

        September 30, 2006 (Consolidated)and 2005 and for the period from 

       Reactivation (March 26, 2001) through September 30, 2006 (Unaudited)          6

 

      Notes to Consolidated Condensed Financial Statements (Unaudited)                7

 

Item 2 - Management's Discussion andAnalysis or Plan of Operation                   10

 

Item 3 - Controls and Procedures                                                     11

 

PART II OTHER INFORMATION

 

Item 1 - Legal Proceedings                                                           12

 

Item 2 - Unregistered Sales of EquitySecurities and Use of Proceeds                 12

 

Item 3 - Defaults upon SeniorSecurities                                             12

 

Item 4 - Submission of Matters to a Vote ofSecurity Holders                         12

 

Item 5 - Other Information                                                           12

 

Item 6 - Exhibits and Reports on Form8-K                                            12

 

       Signatures                                                                   12

 

 

Exhibits                                                                             13

 

 

 

 

-2-

 

 

Syntony Group,Inc.

[A DevelopmentStage Company]

CondensedConsolidated Balance Sheet

September 30,2006

(Unaudited)

 

 

ASSETS

 

 

Current Assets:

 Cash in bank

$    0  

          Total Current Assets

$    0  

TOTAL ASSETS

$    0  

        

 

LIABILITIES AND STOCKHOLDERS'EQUITY

 

Current Liabilities:  

 Accrued and other current liabilities

$    749 

 Shareholder loans

 56,054 

 

          Total Current Liabilities

$ 56,803 

          

TOTAL LIABILITIES

$ 56,803 

     

Stockholders' Equity:

 Common stock 

1,372 

 Additional paid in capital 

868,033 

 Deficit accumulated prior to developmental stage

(751,491)

     Accumulated deficit during developmentstage

(174,717)

          Total Stockholders' Equity

$(56,803)

                                 

TOTAL LIABILITIES ANDSTOCKHOLDERS' EQUITY

$   0    

         

 

The accompanyingnotes are integral parts of these financial statements.

 

-3-

 

 

 

 

 

Syntony Group,Inc.

[A DevelopmentStage Company]

CondensedStatements of Operations

(Unaudited)

 

                                      For theNine Months Ended      Reactivation to  

                                           September 30,              September30,

                                          2006            2005             2006      

 

Revenues                               $      0          $     0          $       0

               

General and administrative 

expense                                  87,959            12,312            174,473

                           

Operating Loss                          (87,959)          (12,312)         ( 174,473)

               

Income/franchise taxes                      44                0                 244 

                           

Net Loss                               $(88,003)         $(12,312)         $(174,717)

                                                                                     

 

Net Loss per Share

 Basic and diluted                      $( 0 )           $( 0 )  

                                                                                     

                           

Weighted Average Number 

of SharesOutstanding                 13,723,462        13,723,462   

                                                                                     

 

 

                                        Forthe Three Months Ended    

                                               September 30,      

                                         2006              2005

 

Revenues                               $      0           $      0   

               

General and administrative 

expense                                  56,840              3,691   

                           

Operating Loss                         (56,840)          (  3,691)

               

Income/franchise taxes                      0                    0    
                           

Net Loss                               $(56,840)          $( 3,691)
                                                                     

 

Net Loss per Share

 Basic and diluted                      $( 0 )             $(0 )

                                                                                     

                           

Weighted Average Number 

of SharesOutstanding                 13,723,462          13,723,462  

                                                                                     

 

 

The accompanyingnotes are integral parts of these financial statements.

 

-4-

<PAGE>

Syntony Group, Inc.

[A Development Stage Company]

Consolidated Statementsof Stockholders' Equity/(Deficit)

For the period from Reactivation [March 26, 2001] through September 30, 2006

(Unaudited)

 

                                                           Deficit

                                                          Accumulated

                                             Additional     During         Total

                          Number     Common   Paid-in     Development   Stockholders'

                        ofShares   Stock     Capital      Stage      Equity/(Deficit)

Balance,

March 26, 2001        142,800,000   $14,280  $735,211    $(751,491)     $(2,000)

 

Reverse split shares

1 for 1,428, 4/2/01  (142,326,538)  (14,233)   14,233                         0 

 

Issued stock for

expenses, at $.002

per share              9,250,000       925    17,075                    18,000

 

Net loss for 2001                                          (18,100)     (18,100)

 

Balance,

December 31, 2001       9,723,462       972   766,519     (769,591)     ( 2,100)

 

Issued stock for

expenses, at $.002

per share              4,000,000       400     7,600                     8,000

 

Net loss for 2002                                         (  9,205)     ( 9,205)

 

Balance,

December 31, 2002      13,723,462     1,372   774,119     (778,796)      (3,305)

 

Net loss for 2003                                         (14,695)     (14,695)

 

Balance,

December 31, 2003      13,723,462     1,372   774,119     (793,491)     (18,000)

 

Net Loss for 2004                                          (24,150)     (24,150)

 

Balance,

December 31, 2004      13,723,462     1,372  774,119      (817,641)     (42,150)

 

Net Loss for 2005                                          (20,564)     (20,564)

 

Balance,

December 31, 2005      13,723,462     1,372  774,119      (838,205)     (62,714)

 

Assumption of liabilities by

 stockholder (Unaudited)                       93,914                     93,914

 

Net Loss for the nine

 Months ended September 30,

 2006 (Unaudited)                                        ( 88,003)     (88,003)

 

Balance

September 30, 2006      13,723,462   $ 1,372  $868,033   $(926,208)    $(56,803)

                                                                               
 

The accompanyingnotes are integral parts of these financial statements.

 

-5-

 

Syntony Group,Inc.

[A DevelopmentStage Company]

CondensedConsolidated Statements of Cash Flows

(Unaudited)

 

                                      For theNine Months Ended      Reactivationto  

                                            September 30,              September 30,

                                          2006             2005             2006       

 

Cash FlowsProvided (Used)

 By Operating Activities:

 

 Net Loss                          $(88,003)          $(12,312)          $(174,717)

 Adjustments to reconcile net

loss to net cash used for

operating activities:   

 Stock issued for expenses                0                  0              26,000 

 Increase (decrease)in

   current liabilities:                    

  Accrued expenses                   (33,715)            11,606              (1,251)

 

 

Net Cash Flows Provided (Used)

 By Operating Activities            (121,718)           (   706)           (149,968)

 

Cash Flows Provided by

 Financing Activities:

Stockholders loans                    27,474              1,000              56,054

Assumption of liabilities by

 Stockholder                         93,914                  0              93,914 

Net Cash Flows Provided by

 Financing Activities               121,388              1.000            149,968

 

Net Increase (Decrease) inCash      (   330)               294                   0 

 

Beginning Cash Balance                   330                110                   0

 

Ending Cash Balance                 $     0             $   404          $       0

                                                                                   
 

 

Supplemental Disclosures:           

 Cash paid for interest             $ 0                 $ 0                 $0

                                                                                 
 Cash paid for income taxes          $ 0                 $0                 $ 0

                                                                                 
 Stock issued for services           $ 0                 $0               $26,000

                                                                                 
 

The accompanyingnotes are integral parts of these financial statements.

 

-6-

 

 

 

 

Syntony Group, Inc.

[A DevelopmentStage Company]

Notes toCondensed Consolidated Financial Statements

September 30,2006

(Unaudited)

 

 

NOTE A - ORGANIZATION AND SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES

 

Company Background

 

    The Company incorporated under the laws of the State of Utah on December 12,1980 as Puma Energy, Inc.  In 1981 theCompany's focus was the development of oil and gas wells.  However, by 1987, the Company had depletedall assets and became inactive.  On June8, 1989 the Company changed its name to Syntony Group, Inc.  The Company then changed its purpose todeveloping and marketing a proprietary cosmetic.  However, failing to obtain approval from theUnited States Food and Drug Administration, the Company abandoned these plannedoperations and became dormant.  In Marchof 2001, the Company reactivated and amended its bylaws to reflect that the provisionsof the Utah Control Share Acquisition Act should not apply to the Company.

 

    Syntony Group, Inc. is in the development stage and is developing itsplanned principal operations. In July 2005 Syntony Group formed its whollyowned subsidiary, Syntony Acquisition Corp. The Company incorporated under the laws of the State of Nevada.  1,000 shares were issued at a par value for$1.00.  The Company was formed for thesole purpose of merging with another company.

 

     The financial statements of the Companyhave been prepared in accordance with U. S. generally accepted accountingprinciples.  The following summarizes themore significant of such policies:

 

    Principles of Consolidation

 

    The accompanying consolidated financial statements as at and for theperiods ended September 30, 2006 include the accountsof Syntony Group, Inc., and its wholly owned subsidiary, Syntony AcquisitionCorp.  All significant intercompanybalances and transactions have been eliminated. The accompanying financial statements for the periods ended September30, 2005 include the accounts of Syntony Group, Inc. and its wholly-ownedsubsidiary from its incorporation in July 2005 to September 30, 2005.

 

        Basis of Presentation

 

    The accompanying unaudited interim consolidated financial statements asof September 30,2006, for the three and nine months ended September 30,2006  and 2005, and for the period fromReactivation (March 26, 2001) through September 30, 2006 have been prepared inaccordance with accounting principles generally accepted for interim financialstatements presentation and in accordance with the instructions to RegulationS-B.  Accordingly, they do not includeall the information and footnotes required by accounting principles generallyaccepted in the United States of America for complete financialstatement presentation.  In the opinionof management, the financial statements contain all adjustments (consistingonly of normal recurring accruals) necessary to present fairly the consolidatedfinancial position as of September 30, 2006, the consolidated results ofoperations for the three and nine months ended September 30, 2006 and 2005 andfor the period from Reactivation (March 26, 2001) through September 30, 2006and cash flows for the nine months ended September 30, 2006 and 2005 and forthe period from Reactivation (March 26, 2001) through September 30, 2006.  The results of operations for the three andnine months ended September 30, 2006 and 2005  are not necessarily indicative of theresults to be expected for the full year. This information  should be read in conjunction with thefinancial statements and notes thereto for the year ended December  31, 2005 included in the Company's Form10-KSB as filed with the Securities and Exchange Commission.  There have been no changes in significantaccounting policies since December 31, 2005.

 

 

-7-

         Use of Estimates

 

    The preparation of financial statements in conformity with generallyaccepted accounting principles requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenues and expenses during the reportingperiod.  Actual results could differ fromthese estimates.  Significant estimatesmade by management include the valuation of the deferred tax asset allowance.

 

        Fair Value of Financial Instruments

 

    The amounts at which current assets and current liabilities arepresented approximate their fair value due to their short-term nature.

 

        Income Taxes

 

    The Company follows the provisions of Statement of Financial AccountingStandards Board No. 109, "Accounting for Income Taxes," whichrequires the use of the liability method of accounting for income taxes.  The liability method measures deferred incometaxes by applying enacted statutory rates in effect at the balance sheet dateto the differences between the tax basis of assets and liabilities and theirreported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflectchanges in tax laws as they occur.  A valuationallowance is provided when it is more likely than not that a deferred tax assetwill not be realized.  At September 30,2006, the entire deferred tax asset, which arises from the Company's netoperating loss carry forwards, has been fully reserved  because management has determined that it isnot more likely than not that the net operating loss carry forwards will berealized in the future.

 

Loss Per CommonShare

 

    The Company has adopted Statement of Financial Accounting StandardsNo.128,"Earnings Per Share", which modifiedthe calculation of earnings per share ("EPS").  This statement replaced the previouspresentation of primary and fully diluted EPS to basic and diluted EPS.  Basic EPS is computed by dividing incomeavailable to common stockholders by the weighted average number of commonshares outstanding for the period. Diluted EPS includes the dilution of common stock equivalents, and iscomputed similarly to fully diluted EPS pursuant to Accounting Principles Board(APB) Opinion 15.

 

    Basic loss per common share is calculated by dividing net loss by theweighted average number of shares of common stock outstanding.  The Company did not have any warrants,options or other common stock equivalents outstanding during the nine monthsended September 30, 2006 and 2005. Accordingly, basic and dilutive loss per share arethe same for the Company.

 

                             Three MonthsEnded              SixMonths Ended

                               September 30,                  September 30,   

                               2006        2005              2006        2005 

 

  Basic                     $(0.00)    $(0.00)           $(0.00)     $(0.00)

                                                                            

 

  Diluted                   $(0.00)    $(0.00)           $(0.00)     $(0.00)

                                                                            

 

 

 

NOTE B - CAPITAL TRANSACTIONS

 

    On April 2, 2001, the Company reverse split its common stock outstandingon the basis of one for 1,428 shares, while retaining the authorized shares andpar value.  There was a provision that nostockholder, on a per stock certificate of record basis, owning 100 or moreshares shall be reduced to less than 100 shares as a result of the reversesplit.  Further, all fractional shareswere rounded up to the nearest whole share, with the Company being authorizedto issue such shares as are necessary for the rounding of fractionsshares.  In April 2001, the Companyauthorized and issued 9,250,000 post-split shares of common stock at $.002 pershare to an officer for costs and expenses advanced on behalf of the Company.

 

    In September 2002, the Company issued 4,000,000 post-split shares ofcommon stock to an individual at $.002 per share for expenses and servicesrendered to the Company. 

 

-8-

 

 

Change in Ownership:

 

    Effective June 30, 2006, theCompany's then controlling stockholder,Michael Vardakis  ("Vardakis")entered into a Stock Purchase Agreement (the "Agreement") with David Price("Price"), pursuant to which, among other things, Vardakis agreed to sell toPrice and Price agreed to purchase from Vardakis, 12,345,001 shares of CommonStock of the Issuer owned of record and beneficially by Vardakis (the "Purchased Shares"). Under the terms of the Agreement, Price assigned all ofhis rights and obligations with respect to the Purchased Shares as follows:12,325,001 shares to Tendall FZCo ("Tendall"), a Dubai Free Zone corporationowned and controlled by Price; 10,000 shares to Alain U. Vetterli ("Vetterli");5,000 shares to Ian Ilsley ("Ilsley"); and 5,000 shares to Robert LawrenceBanner ("Banner").

 

    Each of Price, Tendall,Vetterli, Ilsley and Banner is an"accreditedinvestor" as such term is defined in Rule 501 of Regulation D promulgated bythe Securities and Exchange Commission (the "Commission") under the SecuritiesAct of 1933 (the "Securities Act"). The aggregate purchase price for thePurchased Shares represent approximately 90.0% of the 13,723,462 issued andoutstanding shares of Common Stock. The purchase and sale of the PurchasedShares took place at a closing (the "Closing") held on June 30, 2006.

 

    Effective June 30, 2006, Vardakis entered into an Installment PurchaseAgreement (the "Installment Agreement") with Price, pursuant to which, amongother things, Vardakis agreed to sell to Price and Price agreed to purchasefrom Vardakas, an additional 600,000 shares of Common Stock of the Companyowned of record and beneficially by Vardakis (the "Installment Shares"). Underthe terms of the Installment Agreement, Price assigned all of his rights andobligations under the Installment Agreement with respect to the InstallmentShares to Jockey Holdings LTD, A British West Indies corporation("Jockey"). Jockey is an accredited investor. The aggregate purchase price forthe Installment Shares is $ 300,000, or $0.50 per share. The Installment Sharesrepresent approximately 4.4% of the 13,723,462 issued and outstanding shares ofCommon Stock. The Installment Agreement provides that the purchase price forthe Installment Shares will be paid in 12 consecutive monthly installments,without interest, commencing on October 31, 2006, and on the last day of eachmonth thereafter through and including September 30, 2007. If any such date isnot a business day, the installment will be due on the following business day.There are a series of conditions to the purchase and sale of the InstallmentShares, including: (i) Vardakis putting the Installment Shares and 300,000additional shares of Common Stock owned of recorded and beneficially byVardakis into escrow pursuant to an Escrow Agreement (the "Escrow Agreement")among Vardakis, Price, Jockey and Hirshfield Law, as Escrow Agent, to ensureVardakis' performance under the Installment Agreement; and (ii) Price putting2,000,000 of the Purchased Shares into escrow pursuant to the Escrow Agreementto ensure the performance of Price's assignee under the Installment Agreement.

 

    Another condition of the agreement was that Vardakis was to assume allliabilities of the Company as at June 30, 2006. The purchase price for the shares was placed in escrow and allliabilities of the Company as at June 30, 2006 were paid by the escrow agent onbehalf of Vardakis.  The liabilities paidby the escrow agent were comprised of legal and accounting fees and stocktransfer agent fees that aggregated $64,334. Additionally, the escrow agent paid Vardakis $28,580 for non interestbearing advances made by Vardakis to the Company.

Change in Stateof Incorporation:

 

By writtenconsent of shareholders dated July 20, 2006, the Shareholders of the Company'sCommon Stock, par value $.0001 per share approved the reincorporation of theCompany from the State of Utah to the State ofDelaware. Thereincorporation will be effected pursuant to an Agreement and Plan of Merger,dated as of July 20, 2006 by and between the Company and Acorn AcquisitionCorp, a Delawarecorporation and a wholly-owned subsidiary of the Company. On July 20, 2006 theboards of directors of the Company and Acorn Acquisition Corp. unanimouslyapproved the Merger Agreement, and subsequently the Company, as the solestockholder of Acorn Acquisition Corp., and the holders of more than 90% of theshares of Common Stock outstanding on the Record Date (July 20, 2006) adoptedthe Merger Agreement by signing the Written Consent of Shareholders.

 

Under the termsof the Merger Agreement, the presently issued and outstanding shares of CommonStock of Syntony Group, Inc., par value $0.0001 per share shall be converted ona one-for-ten basis into the shares of Common Stock, par value $0.0001 of AcornAcquisition Corp. The Merger of Syntony Group, Inc. into Acorn AcquisitionCorp. is effective October 1, 2006.

 

-9-

 

NOTE C- RELATED PARTY TRANSACTIONS

 

 

     Michael Vardakis, a former principal stockholder of the Company, agreed to loan to the Company $2,000, $11,951, $5,350 and $9,289 during the years ended December 31, 2002, 2003, 2004 and 2005, respectively.  The unsecured non-interest bearing loans were payable on demand.  The balance of $28,580 which was outstanding as of June 30, 2006 and December 31, 2005 was repaid in full in the current quarter as a condition of the Change in Ownership agreement.  (See Note B above.)
 

 

Item 2.   Management's Discussionand Analysis or Plan of Operation. 

 

     Our Company's plan of operation for thenext 12 months is to:(i) consider guidelines of industries in which we may havean interest; (ii) adopt a business plan regarding engaging in the business ofany selected industry; and (iii) to commence such operations through fundingand/or the acquisition of a "going concern" engaged in any industryselected. 

 

     Our Company is not currently engaged inany substantive business activity, and we have no plans to engage in any suchactivity in the foreseeable future.  Inour present form, we may be deemed to be a vehicle to acquire or merge with abusiness or company.  Regardless, thecommencement of any business opportunity will be preceded by the considerationand adoption of a business plan by our Board of Directors.  We do not intend to restrict our search forbusiness opportunities to any particular business or industry, and the areas inwhich we will seek out business opportunities or acquisitions, reorganizationsor mergers may include, but will not be limited to, the fields of hightechnology, manufacturing, natural resources, service, research anddevelopment, communications, transportation, insurance, brokerage, finance andall medically related fields, among others. We recognize that the number of suitable potential business venturesthat may be available to us may be extremely limited, and may be restricted toentities who desire to avoid what such entities may deem to be the adversefactors related to an initial public offering. The most prevalent of these factors include substantial timerequirements, legal and accounting costs, the inability to obtain anunderwriter who is willing to publicly offer and sell shares, the lack of orthe inability to obtain the required financial statements for such anundertaking, limitations on the amount of dilution to public investors incomparison to the stockholders of any such entities, along with otherconditions or requirements imposed by various federal and state securitieslaws, rules and regulations and federal and state agencies that implement suchlaws, rules and regulations.  Any ofthese types of transactions, regardless of the particular prospect, wouldrequire us to issue a substantial number of shares of our common stock, thatcould amount to as much as 95% of our outstanding securities following thecompletion of any such transaction; accordingly, investments in any suchprivate enterprise, if available, would be much more favorable than anyinvestment in our Company. 

 

     Management intends to consider a number offactors prior to making any decision as to whether to participate in anyspecific business endeavor, none of which may be determinative or provide anyassurance of success.  These may include,but will not be limited to, as applicable, an analysis of the quality of theparticular entity's management personnel; the anticipated acceptability of anynew products or marketing concepts that it may have; the merit of its technologicalchanges; its present financial condition, projected growth potential andavailable technical, financial and managerial resources; its working capital,history of operations and future prospects; the nature of its present andexpected competition; the quality and experience of its management services andthe depth of its management; its potential for further research, development orexploration; risk factors specifically related to its business operations; itspotential for growth, expansion and profit; the perceived public recognition oracceptance of its products, services, trademarks and name identification; andnumerous other factors which are difficult, if not impossible, to properly oraccurately analyze, let alone describe or identify, without referring tospecific objective criteria. 

 

     Regardless, the results of operations ofany specific entity may not necessarily be indicative of what may occur in thefuture, by reason of changing market strategies, plant or product expansion,changes in product emphasis, future management personnel and changes ininnumerable other factors.  Further, inthe case of a new business venture or one that is in a research and developmentmode, the risks will be substantial, and there will be no objective criteria toexamine the effectiveness or the abilities of its management or its businessobjectives.  Also, a firm market for itsproducts or services may yet need to be established, and with no past trackrecord, the profitability of any such entity will be unproven and cannot bepredicted with any certainty. 

 

 

-10-

 

   Management will attempt to meet personally with management and keypersonnel of the entity providing any potential business opportunity affordedto our Company, visit andinspect materialfacilities, obtain independent analysis or verification of information providedand gathered, check references of management and key personnel and conductother reasonably prudent measures calculated to ensure a reasonably thoroughreview of any particular business opportunity; however, due to time constraintsof management, these activities may be limited.

 

     We are unable to predict the time as towhen and if we may actually participate in any specific business endeavor.  Our Company anticipates that proposed businessventures will be made available to us through personal contacts of directors,executive officers and principal stockholders, professional advisors, brokerdealers in securities, venture capital personnel, members of the financial community and others who may present unsolicitedproposals.  In certain cases, we mayagree to pay a finder's fee or to otherwise compensate the persons who submit apotential business endeavor in which our Company eventually participates.  Such persons may include our directors,executive officers and beneficial owners our securities or theiraffiliates.  In this event, such fees maybecome a factor in negotiations regarding any potential venture and,accordingly, may present a conflict of interest for such individuals.  Management does not presently intend toacquire or merge with any business enterprise in which any member has a priorownership interest.

 

     Our Company's directors and executiveofficer have not used any particular consultants, advisors or finders on a regularbasis. 

 

     Although we currently have no plans to doso, depending on the nature and extent of services rendered, we may compensatemembers of management in the future for services that they may perform for ourCompany.  Because we currently haveextremely limited resources, and we are unlikely to have any significantresources until we have determined a business or enterprise to engage in orhave completed a merger or acquisition, management expects that any suchcompensation would take the form of an issuance of our Company's common stockto these persons; this would have the effect of further diluting the holdingsof our other stockholders.  There arepresently no preliminary agreements or understandings between us and members ofmanagement respecting such compensation. 

 

     Substantial fees are often paid inconnection with the completion of all types of acquisitions, reorganizations ormergers, ranging from a small amount to as much as $400,000.  These fees are usually divided amongpromoters or founders, after deduction of legal, accounting and other relatedexpenses, and it is not unusual for a portion of these fees to be paid tomembers of management or to principal stockholders as consideration for theiragreement to retire a portion of the shares of common stock owned by them.  Management may actively negotiate orotherwise consent to the purchase of all or any portion of their common stockas a condition to, or in connection with, a proposed reorganization, merger oracquisition.  It is not anticipated thatany such opportunity will be afforded to other stockholders or that such otherstockholders will be afforded the opportunity to approve or consent to anyparticular stock buy-out transaction.  Inthe event that any such fees are paid, they may become a factor in negotiationsregarding any potential acquisition or merger by our Company and, accordingly,may also present a conflict of interest for such individuals. 

        

Item 3.   Controls and Procedures.

 

     As of the end of the period covered bythis Quarterly Report, we carried out an evaluation, under the supervision andwith the participation of our President and Treasurer, of the effectiveness ofour disclosure controls and procedures. Based on this evaluation, our President and Treasurer concluded that ourdisclosure controls and procedures are effectively designed to ensure thatinformation required to be disclosed or filed by us is recorded, processed orsummarized, within the time periods specified in the rules and regulations ofthe Securities and Exchange Commission. Based on this evaluation, our President and Treasurer concluded that ourdisclosure controls and procedures are effective in timely alerting him tomaterial information required to be included in our periodic Securities andExchange Commission reports.  It shouldbe noted that the design of any system of controls is based in part uponcertain assumptions about the likelihood of future events, and there can be noassurance that any design will succeed in achieving its stated goals under allpotential future conditions, regardless of how remote. In addition, we reviewedour internal controls over financial reporting, and there have been no changesin our internal controls or in other factors in the last fiscal quarter thathas materially affected or is reasonably likely to materially affect ourinternal control over financial reporting. 

 

 

-11-

PART II -OTHER INFORMATION

 

Item 1.   Legal Proceedings.

          None; notapplicable.

 

Item 2.   Unregistered Sales of EquitySecurities and Use of Proceeds.  

          None; notapplicable.

 

Item 3.   Defaults UponSenior Securities.

          None; notapplicable.

 

Item 4.   Submission of Matters to aVote of Security Holders.

          None; notapplicable.

          

Item 5.   Other Information.

          None; notapplicable.

 

Item6.   Exhibits.

          Exhibits.

          

               Form 10-SB RegistrationStatement.*

 

               31    Section 302 Certification of Alain U.Vetterli

 

               32    Section 906 Certification of Alain U.Vetterli

 

•     Incorporated herein by reference.
 

                               

 

SIGNATURES

 

     Pursuant to the requirements of theSecurities Exchange Act of 1934, the Registrant has duly caused this QuarterlyReport to be signed on its behalf by the undersigned there unto dulyauthorized.

 

                                      SYNTONYGROUP, INC.

 

Date: November 10, 2006                  By:/s/Alain U. Vetterli

     --------                           -------------------------------------

 Alain U. Vetterli

 President, Chief Executive Officer,    

                                        Treasurer, Chief Financial Officer and Secretary 

                                  

 

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**Exhibit 31**

CERTIFICATIONPURSUANT TO

SECTION 302 OFTHE SARBANES-OXLEY ACT OF 2002

 

     I, Alain U. Vetterli, President, ChiefExecutive Officer, Treasurer, Chief Financial Officer and Secretary of SyntonyGroup, Inc. (the "Registrant"), certify that:

 

     1.  I have reviewed this Quarterly Report on Form 10-QSB of the Registrant;

 

     2.  Based on my knowledge, this Quarterly Report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this QuarterlyReport;

 

     3.  Based on my knowledge, the financial statements, and other financialinformation included in this Quarterly Report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theRegistrant as of, and for, the periods presented in this Quarterly Report;  

 

     4.  I am responsible for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)for the Registrant and I have:  

 

     a)   designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this Quarterly Report is being prepared;  

 

     b)  evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Quarterly Report (the"Evaluation Date"); and 

  

     c)  presented in this Quarterly Report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; 

  

     5.  I have disclosed, based on my most recent evaluation, to theRegistrant's auditors and the audit committee of Registrant's board ofdirectors (or persons performing the equivalent function);

 

     a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and  

 

     b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls.

 

Dated: November 10, 2006            Signature:/s/Alain U. Vetterli 
                                    Alain U. Vetterli

President, Chief Executive Officer,    

Treasurer, Chief Financial Officer and Secretary 

          

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**Exhibit 32**

                                                              

CERTIFICATIONPURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTEDPURSUANT TO

SECTION 906 OFTHE SARBANES-OXLEY ACT OF 2002

                                                              

 

In connectionwith the Quarterly Report of Syntony Group, Inc. (the "Company") on Form 10-QSBfor the quarter ending September 30, 2006, as filed with the Securities andExchange Commission on the date hereof (the "Quarterly Report"), I,Alain U. Vetterli, President, Chief Executive Officer, Treasurer, Chief FinancialOfficer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,that:

 

     (1) The Quarterly Report fully complieswith the requirements of section 13(a) or 15(d) of the Securities Exchange Actof 1934; and

 

     (2) The information contained in the Quarterly Report fairly presents, inall material respects, the financial condition and result of operations of theCompany.

 

 

Date:  November 10, 2006                /s/Alain U. Vetterli

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                                         Alain U. Vetterli

President, ChiefExecutive Officer,

Treasurer, ChiefFinancial Officer and Secretary

 

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