UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB

þANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005



 ̈TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            For the transition period from ______ to _______

Commission file number: 0-28305

|SYNGAS INTERNATIONAL CORP.                    
|----------------------------------------------
|(Name of small business issuer in its charter)



|Nevada                                                         |  | 91-1880015                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|Suite 602
595 Hornby Street
Vancouver, British Columbia |  | V6C 1A4   
|------------------------------------------------------- |  | ----------
|(Address of principal executive offices)                |  | (Zip Code)

Issuer's telephone number 604-646-5611

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act:

|Common Stock    
|----------------
|(Title of class)

Check whether the issuer is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  ̈

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No  ̈

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB  ̈.

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

The issuer recorded no revenues for its fiscal year ended December 31, 2005.

The aggregate market value of the voting stock held by non-affiliates of the issuer was approximately $6,505,463 as of March 31, 2006.

The number of shares outstanding of the issuer's class of common stock as of March 31, 2006: 38,685,531.

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



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TABLE OF CONTENTS

|PART I   |                                                                                                                        |   
|-------- | ---------------------------------------------------------------------------------------------------------------------- | --
|         | Item 1
Description of Business                                                                                         | 3 
|         | Item 2
Description of Property                                                                                         | 9 
|         | Item 3
Legal Proceedings                                                                                               | 9 
|         | Item 4
Submission of Matters to a Vote of Security Holders                                                             | 9 
|         |                                                                                                                        |   
|PART II  | Item 5
Market for Common Equity and Related Stockholder Matters                                                        | 9 
|         | Item 6
Managements Discussion and Analysis or Plan of Operation                                                       | 11
|         | Item 7
Financial Statements                                                                                            | 16
|         | Item 8
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure                            | 17
|         | Item 8A
Controls and Procedures                                                                                        | 17
|         |                                                                                                                        |   
|PART III |                                                                                                                        |   
|         | Item 9
Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act | 18
|         | Item 10
Executive Compensation                                                                                         | 22
|         | Item 11
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                 | 24
|         | Item 12
Certain Relationships and Related Transactions                                                                 | 25
|         | Item 13
Exhibits                                                                                                       | 26
|         | Item 14
Principal Accountant Fees and Services                                                                         | 27



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PART I



FORWARD-LOOKING STATEMENTS



This annual report on Form 10-KSB contains predictions, projections and other statements about the future that are intended to be "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934. Forward-looking statements involve risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. In assessing forward-looking statements contained in this annual report on Form 10-KSB, readers are urged to read carefully all cautionary statements, including those contained in other sections of this annual report on Form 10-KSB. Among such risks and uncertainties is the risk that we will not complete our proposed business plan and that there will be adequate capital. Since we are a 'penny stock' company, the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act, as amended, does not apply to us.



All dollar amounts in the report refer to US dollars unless otherwise indicated.



Item 1.

Description of Business



Business Development



Syngas International Corp. (the "Company", "we", our) was incorporated on June 20, 1997 under the laws of the State of Nevada.  On June 24, 1999 we changed our name to Fairchild International Corporation.  On December 29, 2005, after obtaining approval from our shareholders at the Annual General Meeting held on December 29, 2005 we changed our name to Syngas International Corp.



On April 8, 2005 we completed the acquisition through a reverse merger of all of the shares of Syngas Energy Corp. (Syngas Energy), a developer of advanced integrated gasification production system technologies that produce energy in the form of synthetic  gas as well as electricity.  Concurrent with the acquisition, we disposed of all of our active oil and gas interests and their associated liabilities.



Prior to the reverse merger, Syngas Energy had been a private company in the business of the development and commercialization of methods to produce energy such as electricity, and synthetic gas. Since the reverse merger completed on June 30, 2005, we have adopted Syngas Energy's business plan as our own. Since that time, our underlying strategy has been to provide a viable alternative to burying or sea dumping our waste and consequently poisoning our land, lakes and oceans. Our business strategy is to produce, sell, lease and maintain energy generators that we have developed.  It is also our strategy to retain an ownership portion of the co-generated energy, electricity, and synthesized gases, such as methane, being produced.



On November 1, 2005 Syngas Energy acquired rights to a process and apparatus for low cost hydrogen generation through assignment of an agreement from 975110 Alberta Ltd. to Syngas Energy. 975110 Alberta Ltd. is owned and controlled by Wilf Ouellette, who is Chief Executive Officer of Syngas Energy and a member of our board of directors.



All right and title in and to the low cost hydrogen production technology had been transferred by the inventor, Richard Sadowski, to 975110 Alberta Ltd. on February 14, 2005, in consideration for an initial fee of $25,000 plus a one time royalty fee per generator of $214.83 per million BTU (GCV) heat input per hour for hydrogen production and 2% of gross sales for non-hydrogen producing apparatus pursuant to the licensing or use of the technology by third parties. On November 1, 2005, 975110 Alberta Ltd. assigned all of its rights and interests in the agreement and to the hydrogen production technology to Syngas Energy. Syngas Energy agreed to pay to 975110 Alberta Ltd. $25,000 plus royalties to purchase the technology. Syngas Energy also agreed to perform and be liable for all obligations 975110 Alberta Ltd. owed to Richard Sadowski under the original agreement. Syngas Energy has agreed to begin construction on a demonstration sized installation of the hydrogen technology no later than February 14, 2008. Also, Syngas Energy is obligated to sell at least one commercial installation using the hydrogen technology by the end of 2008. If Syngas Energy fails to carry out either of these obligations, all rights and interests in the hydrogen technology will revert back to Mr. Sadowski at the end of 2008.



Our Business



Our principal business involves the development and production of hydrogen enriched alternative fuels.  Our two main technologies are our gasification unit we acquired from Syngas Energy and our PyStR technology that was developed by Richard Sadowski.



Gasification Technology



During Fiscal 2005, we acquired Syngas Energy along with all rights and title to its advanced gasification process and gasification production system technology that combines modern gasification with gas turbine technologies to produce synthetic gas, hydrogen or electricity.



Our technology uses gasification processes to convert any carbon based material into a synthetic gas. Gasification uses heat and pressure which converts any carbon containing materials into synthetic gas composed primarily of carbon monoxide and hydrogen which has a large number of uses. Gasification can add value to low or negative value feed stocks by converting them to marketable fuels. The feed stocks used to create synthetic gas depend on what is readily available. For example, in Alberta, tar sands provide an abundant fuel source. An application in India under consideration utilizes cane stock from farming waste. Urban applications can include garbage and tires. Throughout North America, forestry, pulp and paper waste and biomass can be converted into a synthesit gas and fed back into power plants. Various other industrial wastes can be fed back into plants to recycle lost energy that would otherwise go to landfills.



Although it must be further developed, gasification may be one of the ways to produce clean-burning hydrogen for automobiles and power-generating fuel cells. Hydrogen  can also be used to fuel power-generating turbines or as the chemical "building blocks" for a wide range of commercial products.



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Since our acquisition of Syngas Energy we have completed a prototype of the gasification technology.  During fiscal 2006 we plan to commercialize our advanced gasification unit.



PyStR Process  Hydrogen Production



In 2005, through our wholly owned subsidiary Syngas Energy, we acquired a worldwide exclusive licenses to develop, produce and market PyStR (pronounced, Pie Star), a low cost hydrogen production technology.  We are in discussions to put together a project which would use the PyStR technology to convert low-value farm wastes to high-value products such as Hydrogen, Methanol and fertilizers.  In February 2006 we unveiled the PyStR technology at the Big Hydrogen Show in Calgary, Alberta.



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



In February 2006 we completed the carbon dioxide capture unit for our PyStR technology.  The captured carbon dioxide (CO2) can be injected into coal seams to recover methane in a similar fashion to injecting CO2 into depleted oil wells to enhance oil recovery. Traditional gasification technology lets the CO2 escape into the air, but the PyStR technology captures this green house gas that is commonly accepted to be responsible for global warming.



Carbon dioxide sequestration in coal beds can be more efficient than sequestering it in oil wells because CO2 injected into a coal bed seam displaces adsorbed methane (CH4) from the coal surface.  Coal beds in North America represent a widely dispersed potential geological sink for CO2 storage while offering an opportunity to recover commercial quantities of methane for field uses or marketing in nearby natural gas pipelines. The U.S. Department of Energy and Canadian Government (Alberta Research Council) has been researching development of this sequestration concept for disposal of CO2 emissions.



CO2 is now being used throughout the oil patch to revive oil wells thought to be dry. Typical oil production leaves 70% of the resource in the earth.

The process is used in wells that have already passed through primary production, where natural pressure in the well pushes out the oil, and in wells that have passed secondary production, using water or natural gas flooding. In primary and secondary production well pressure eventually falls to levels where output is so thin it is not profitable. Use of CO2 allows an opportunity to take a third run at the reservoir to tap a potentially large amount of remaining oil.



The CO2 is pumped deep below the earth's surface into thick, stubborn oil deposits, and significantly decreases the oil's viscosity easing its flow to the surface. CO2 is expected to double or triple previous oil production levels from wells once thought unfeasible. Once in the ground, the carbon dioxide takes the petroleum's place, becoming trapped beneath an impermeable stack of limestone, sandstone, and shale.



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Through our PyStR hydrogen production process, we can capture CO2 that is produced either as a primary or bi-product. Some coal resources in North America cannot be mined by today's mining standards, but carbon dioxide sequestration technology has the potential to change that. Surface coal can now be mined and gasified in our advanced gasification and PyStR systems, with the CO2 injected (sequestered) into coal beds to bring out the methane. Through our PyStR hydrogen production process we can capture CO2 that is produced either as a primary or bi-product.



We intend to focus on developing and marketing our current technologies while researching new methods of clean energy production. We intend to subcontract fabrication to outside sources that have a proven track record of efficiency, reliability and competitive quality and pricing.  During the past year, we have upgraded a model unit that demonstrates the application of the PyStR technology.



Employees



Besides our three directors, Robert Klein, Margaret Hunt, and Wilf Ouellette, we have another employee Ms. Gloria Porter, who provides us with administrative services.



Subsidiaries



We currently own one wholly owned subsidiary, Syngas Energy Corp.



Patents and Trademarks



Our wholly owned subsidiary Syngas Energy Corp. currently owns proprietary technology, processes and products that management may consider for patent and trademark protection.



Competition



Although relatively new, the alternative energy industry will likely face increasing competition in the future due to the natural decline in fossil fuel discovery rates and depletion of known reserves.  Numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial and operational resources and staffs than us will pose a competitive threat should they decide to enter the market.



Fluctuating Price and Demand



The marketability of alternative energy resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include market fluctuations in energy pricing and demand, the proximity and availability of raw fuel markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and gas and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.



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Government Regulations



Although alternative energy is not currently a regulated industry, there is precedent set that once an energy source becomes more readily available, more demanded by the consumer and more acceptable to the public, operations could become subject to federal, state, and local laws relating to the protection of the environment. Alternative energy operations could also become subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment.



Environmental Regulations



In general, the energy industry is subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date, nor do we expect it to as our processes meet and exceed all current environmental regulation. Generally, environmental requirements do not appear to affect us any differently or to any greater extent than other companies in the industry.



We believe that our operations comply, in all material respects, with all applicable environmental regulations.



Risk Factors



Our shares of common stock are considered speculative while we proceed with our commitments to develop and market our proprietary gasification process and our commitment to expand our product offering or while we continue our search for new business opportunities. Prospective investors should consider carefully the risk factors set out below.



Limited Operating History and History of Losses



We have no operating history in the energy markets and therefore have no history of earnings in the sector of developing alternative fuel sources.  To date, we have incurred substantial net losses as a result of our operations to date. As of December 31, 2005, we had a cumulative deficit of $1,182,337. Our ability to generate significant revenues is uncertain. In order for us to make a profit, our revenues will need to increase significantly.



Lack of Financial Resources



Our ability to continue research and development and, if warranted, manufacture of our proprietary processes and products will be dependent upon our ability to raise significant additional financing. If we are unable to obtain such financing, a portion of our interest in our proprietary processes and products may be lost due to the necessity of taking on partners or licensing out the fruits of our research and development efforts. We have limited financial resources and currently no cash flow from operations and we are dependent for funds on our ability to sell our common shares, primarily on a private placement basis. There can be no assurance that we will be able to obtain financing on that basis in light of factors such as the market demand for our securities, the state of financial markets generally and other relevant factors. The method of financing employed by us to date results in increased dilution to the existing shareholders each time a private placement is conducted.



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There can be no assurance that additional funding will be available to us for research and development of our projects or to fulfill our obligations under any applicable agreements. There can be no assurance that we will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could result in delay or indefinite postponement of further research and development of our projects with the possible loss of the opportunity to commercialize our projects.



Currency Fluctuations



We maintain our accounts in US and Canadian currencies and are therefore subject to currency fluctuations and such fluctuations may materially affect our financial position and results. We do not engage in currency hedging activities.



Need to Manage Growth



In the event our processes and products are sold on a commercial basis, we could experience rapid growth in revenues, personnel, complexity of administration and in other areas. There can be no assurance that we will be able to manage the significant strains that future growth may place on our administrative infrastructure, systems, and controls. If we are unable to manage future growth effectively, our business, operating results and financial condition may be materially adversely affected.



Dependence on Key Personnel/Employees



We are dependent on our ability to hire and retain highly skilled and qualified personnel. We face competition for qualified personnel from numerous industry sources, and there can be no assurance that we will be able to attract and retain qualified personnel on acceptable terms. We do not have key man insurance on any of our employees. The loss of service of any of our key personnel could have a material adverse effect on our operations or financial condition.



Due to the fact that our processes are proprietary, it is uncertain at this time whether we will sell outright the processes or products with the purchaser of the energy responsible for operations or retain ownership and operate the processes and/or product offerings responsible for their operation.  In either case, we will be dependent upon training new staff to monitor and maintain the processes and products.



"Penny Stock" Rules May Restrict the Market for the Company's Shares



Our shares of common stock are subject to rules promulgated by the Securities and Exchange Commission relating to "penny stocks," which apply to companies whose shares are not traded on a national stock exchange or on the NASDAQ system, trade at less than $5.00 per share, or who do not meet certain other financial requirements specified by the Securities and Exchange Commission. These rules require brokers who sell "penny stocks" to persons other than established customers and "accredited investors" to complete certain documentation, make suitability inquiries of investors, and provide investors with certain information concerning the risks of trading in the such penny stocks. These rules may discourage or restrict the ability of brokers to sell our shares of common stock and may affect the secondary market for our shares of common stock. These rules could also hamper our ability to raise funds in the primary market for our shares of common stock.



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Possible Volatility of Share Prices



Our shares of common stock are currently publicly traded on the Over-the-Counter Bulletin Board service of the National Association of Securities Dealers, Inc. The trading price of our shares of common stock has been subject to wide fluctuations. Trading prices of our shares of common stock may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our shares of common stock will be matched or maintained. These broad market and industry factors may adversely affect the market price of our shares of common stock, regardless of our operating performance.



In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources.



Indemnification of Directors, Officers and Others



Our by-laws contain provisions with respect to the indemnification of our officers and directors against all expenses (including, without limitation, attorneys' fees, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that the person is one of our officers or directors) incurred by an officer or director in defending any such proceeding to the maximum extent permitted by Nevada law.



Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of our company under Nevada law or otherwise, we have been advised the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.



Future Dilution



Our constating documents authorize the issuance of 100,000,000 shares of common stock, each with a par value of $0.001 and 1,000,000 shares of preferred stock, par value $0.01. In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.



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Anti-Takeover Provisions



We do not currently have a shareholder rights plan or any anti-takeover provisions in our by-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.



Item 2.

Description of Property.



Our principal executive office is located at Suite 600, 595 Hornby Street, Vancouver, British Columbia. We occupy the Vancouver premises on a proportional cost basis for office rent and administration services and expenses, month to month.



Item 3.

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 shareholders are an adverse party or has a material interest adverse to us.



Item 4.

Submissions of Matters to a Vote of Security Holders.



At our shareholder's annual general meeting on December 29, 2005, our shareholders elected Wilf Ouellette, Robert Klein and Margaret Hunt to serve as directors on our board.  Also, the shareholders approved a resolution to amend our Articles of Incorporation to change our name from Fairchild International Corporation to Syngas International Corp.



PART II



Item 5.

Market for Common Equity and Related Stockholder Matters.



Our common stock is quoted on the OTC Bulletin Board under the symbol "SYNI".  Our common stock began quotation on the OTC Bulletin Board on July 8, 1998 to December 2, 1999 and since November 30, 2000.   On January 9, 2006 our trading symbol changed from FCHL to SYNI.  On February 10, 2005 our trading symbol changed from FRCD to FCHL. From December 2, 1999 to November 30, 2000 our common stock was quoted on the "pink sheets". The following quotations reflect the high and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The high and low prices of our common stock (obtained from Canada Stockwatch and the OTC Bulletin Board) for the periods indicated below are as follows:



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|Quarter Ended      | High   | Low       
|------------------ | ------ | ----------
|March 31, 2004     | $0.75  | $0.675    
|June 30, 2004      | $0.72  | $0.625    
|September 30, 2004 | $0.375 | $0.375    
|December 31, 2004  | $0.275 | $0.25     
|March 31, 2005     | $0.57  | $0.008 (1)
|June 30, 2005      | $0.53  | $0.26     
|September 30, 2005 | $0.72  | $0.30     
|December 31, 2005  | $0.79  | $0.44     



(1)

On January 27, 2005 we effected a 25:1 share consolidation, prior to the reverse acquisition of Syngas Energy.



Our shares of common stock are issued in registered form.  American Registrar and Transfer Co., 342 East 900 South, Salt Lake City, Utah 84111 (Telephone: 801.363.9065, facsimile 801.363.9066) is the registrar and transfer agent for our shares of common stock.



As of March 31, 2006, we had 38,685,531 shares of common stock outstanding and approximately 63 stockholders of record. This number of stockholders does not include stockholders who hold our securities in street name.



Equity Compensation Plans



On February 25, 2005 we adopted the 2005 Stock Option Plan under which we are 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.  The option plan was registered on Form S-8 on March 9, 2006.



On March 9, 2006, we registered on Form S-8 a total of 4,200,000 shares issued pursuant to four consulting agreements as follows:



·

100,000 post consolidation common shares to be issued to George Tsafalas, our former director, pursuant to an agreement dated November 15, 2004

·

100,000 post consolidation common shares to be issued to David Stadnyk, pursuant to an agreement dated November 15, 2004



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·

2,000,000 common shares to be issued to Robert Jarva pursuant to a consulting agreement dated January 1, 2005

·

2,000,000 common shares to be issued to Aarif Jamani pursuant to a consulting agreement dated January 1, 2005



On July 19, 2005 we adopted the 2005 Non-Qualified Stock Compensation Plan under which we are authorized to issue up to 1,000,000 shares of common stock. On September 26, 2005 we registered this plan on a Form S-8 registration.



On September 16, 2005 we adopted the September 2005 Non-Qualified Stock Compensation Plan under which we are 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.



Equity Compensation Plan Information



|                                                       | Year Ended December 31, 2005                                                           
|------------------------------------------------------ | ---------------------------------------------------------------------------------------
|                                                       | Number of Shares
to be Issued Upon
Exercise
of Outstanding
Options,
Warrants and Rights
|Equity compensation plans not approved by shareholders | 1,205,000                                                                              
|Equity compensation plans approved by shareholders     | N/A                                                                                    
|Total                                                  | 1,205,000                                                                              



(1) includes 2,975,000 shares available on stock compensation plans and 2,400,000 available on stock option plans.



Dividend Policy



We have not declared or paid any cash dividends since inception. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future. Although there are no restrictions that limit our ability to pay dividends on our shares of common stock, we intend to retain future earnings for use in our operations and the expansion of our business.



Item 6.

Management's Discussions and Analysis or Plan of Operation.



The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annual 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. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" found under "Item 1. Description of Business".



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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 shares 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 own approximately 82% of our outstanding common stock.



Our acquisition of Syngas Energy is considered a reverse acquisition and Syngas Energy is considered the acquirer for accounting and financial reporting purposes. Accordingly our consolidated financial statements for the years ended December 31, 2005 and December 31, 2004 include our accounts  since the effective date of the reverse acquisition (June 30, 2005), and the historical accounts of its 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 losses from operations of $1,182,337 since inception and we have a working capital deficiency of $144,328 and these conditions, among others, give rise to substantial doubt about our ability to continue as a going concern.



Results of Operations



Year Ended December 31, 2005 and Year Ended December 31, 2004



We incurred a net loss of $1,096,403 for the fiscal year ended December 31, 2005 compared to a net loss of $10,015 from December 14, 2004 (date of inception) to December 31, 2004. The increase in the loss was due primarily to a significant increase in consulting expenses, general and administrative expenses and professional fees. We have generated a total comprehensive loss since inception of $1,106,418.  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. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.



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Expenses



Total expenses for the year ended December 31, 2005 were $1,096,403 compared to total expenses of $10,015 from December 14, 2004 (date of inception) to the year ended December 31, 2004. The expenses for the year ended December 31, 2005 included $1,016,849 in consulting and management fees, an increase of $1,006,834 from the year ended December 31, 2004. These consulting fees related mainly to the development of our marketing strategies, and fees related to assisting us in locating and acquiring new technologies. In Fiscal 2005 we also incurred general and administrative expenses of $21,973 and professional fees of $56,562.



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 Fiscal 2006 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.



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Beiseker Medical Waste Facility



In 2005 we commenced negotiations to enter into a formal agreement with the Beiseker Medical Waste Facility. If we are successful in reaching an agreement, this facility will act as a co-generation plant to start, with further expansion capacity to sell energy (electricity) directly to the grid.  Negotiations are ongoing.  In January, 2006, we entered into a non-binding letter of intent with Beiseker Envirotech, owned by Globaltech 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 was 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 filling. We hope to enter into a joint venture with Beiseker Envirotech to use our technologies to covert medical waste to energy.



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.



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 December 31, 2005, our total current assets were $11,464 which was comprised of $2,810 in cash and $8,654 in prepaid expenses.  At that time, our total liabilities were $155,792 for a total working capital deficit of $144,328. We expect to incur substantial losses over the next two years.



As of September 30, 2005, we had cash equivalents of $2,810, 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 expenses:



$100,000

marketing of our gasification technology

$600,000

development of our PyStR technology

$155,000

payment of accounts payable and accrued liabilities

$147,000

general administrative expenses



- 14 -

---

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 through December 31, 2006, 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 hired Ecogestion Ltda., in Santiago, Chile to act as our exclusive distributor of our technologies in Chile.



We are planning to hold a demonstration in Edmonton, Alberta in June 2006 which will feature our technologies and where we will show potential clients a demonstration of our gasification process and explain our PyStR technology and how it applies to energy production.



Employees



Over the twelve months ending December 31, 2006, we anticipate an increase in the number of employees we retain only if we complete our prototype gasification unit and begin the sales cycle. 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.



- 15 -

---





Item 7.

Financial Statements.



Our Audited Consolidated Financial Statements as of December 31, 2005 and December 31, 2004 and for the years ended December 31, 2005 and December 31, 2004 follow as pages F-1 through F-12.





|Syngas International Corp.                              |      
|------------------------------------------------------- | -----
|(formerly Fairchild International Corporation)          |      
|(A Development Stage Company)                           |      
|                                                        |      
|December 31, 2005                                       |      
|                                                        |      
|                                                        | Index
|                                                        |      
|Report of Independent Registered Public Accounting Firm | F-1  
|                                                        |      
|Consolidated Balance Sheet                              | F-2  
|                                                        |      
|Consolidated Statement of Operations                    | F-3  
|                                                        |      
|Consolidated Statement of Cash Flows                    | F-4  
|                                                        |      
|Consolidated Statement of Stockholders Equity (Deficit) | F-5  
|                                                        |      
|Notes to the Consolidated Financial Statements          | F-6  
|                                                        |      
|                                                        |      







- 16 -

---

[f010200610kversion4rl002.gif]



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders and Directors of

Syngas International Corp.

(Formerly Fairchild International Corporation)

(A development stage company)



We have audited the accompanying consolidated balance sheets of Syngas International Corp. (formerly Fairchild International Corporation) (a development stage company) as at December 31, 2005 and 2004, and the related consolidated statements of operations, cash flows, and stockholders equity for each of the periods ended December 31, 2005 and 2004 and for the cumulative period from inception, December 14, 2004, to December 31, 2005.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as at December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the periods ended December 31, 2005 and 2004 and for the cumulative period from inception, December 14, 2004, to December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.



The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting.  Accordingly, we express no such opinion.



The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the consolidated financial statements, the Company has suffered net losses and negative cash flows from operations since its inception that raise substantial doubt about its ability to continue as a going concern.  Management plans as to this matter are discussed in Note 1.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



|Vancouver, Canada   |                   | /s/ Morgan & Company                
|------------------- | ----------------- | ------------------------------------
|                    |                   |                                     
|March 15, 2006      |                   | Chartered Accountants               
|Tel: (604) 687-5841 |                   | P.O. Box 10007 Pacific Centre       
|Fax: (604) 687-0775 | M E M B E R   O F | Suite 1488 - 700 West Georgia Street
|www.morgan-cas.com  | jhi               | Vancouver, B.C. V7Y 1A1             



F-1





---





SYNGAS INTERNATIONAL CORP.

(formerly Fairchild International Corporation)

(A Development Stage Company)

Consolidated Balance Sheet

(Expressed in US dollars)

|                                                                                                        | December 31,
2005
$ | December 31, 2004
$
|------------------------------------------------------------------------------------------------------- | ------------------- | -------------------
|Assets                                                                                                  |                     |                    
|                                                                                                        |                     |                    
|Current Assets                                                                                          |                     |                    
|                                                                                                        |                     |                    
|Cash and cash equivalents                                                                               | 2,810               | 448                
|Prepaid expenses and deposits                                                                           | 8,654               |                   
|                                                                                                        |                     |                    
|Total Current Assets                                                                                    | 11,464              | 448                
|                                                                                                        |                     |                    
|Intangible Asset (Note 3)                                                                               | 25,204              | 204                
|                                                                                                        |                     |                    
|Total Assets                                                                                            | 36,668              | 652                
|                                                                                                        |                     |                    
|                                                                                                        |                     |                    
|Liabilities and Stockholders' Deficit                                                                   |                     |                    
|                                                                                                        |                     |                    
|Current Liabilities                                                                                     |                     |                    
|                                                                                                        |                     |                    
|Accounts payable and accrued liabilities                                                                | 45,645              |                   
|Accounts payable - related parties  (Note 4)                                                            | 30,175              | 10,056             
|Loans payable                                                                                           | 79,972              |                   
|                                                                                                        |                     |                    
|Total Liabilities                                                                                       | 155,792             | 10,056             
|                                                                                                        |                     |                    
|Stockholders' Equity (Deficit)                                                                          |                     |                    
|                                                                                                        |                     |                    
|Preferred Stock                                                                                         |                     |                    
|Authorized: 1,000,000 shares, with a $0.01 par value; none issued                                       |                    |                   
|                                                                                                        |                     |                    
|Common Stock  (Note 5)                                                                                  |                     |                    
|Authorized: 100,000,000 shares, with a $0.001 par value;
Issued:  37,755,050 shares (2004  30,000,000) | 37,755              | 611                
|                                                                                                        |                     |                    
|Additional Paid in Capital                                                                              | 1,026,477           |                   
|                                                                                                        |                     |                    
|Accumulated Other Comprehensive Loss                                                                    | (1,019)             |                   
|                                                                                                        |                     |                    
|Deficit  accumulated During the Development Stage                                                       | (1,182,337)         | (10,015)           
|                                                                                                        |                     |                    
|Total Stockholders Deficit                                                                             | (119,124)           | (9,404)            
|                                                                                                        |                     |                    
|Total Liabilities and Stockholders Deficit                                                             | 36,668              | 652                
|                                                                                                        |                     |                    



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



F-2





---





SYNGAS INTERNATIONAL CORP.

(formerly Fairchild International Corporation)

(A Development Stage Company)

Consolidated Statement of Operations

(Expressed in US dollars)





|                                        | Accumulated from December 14, 2004 (Date of Inception) to December 31,
2005
$ | For the Year Ended
December 31,
2005
$ | From December 14, 2004 (Date of Inception) to December 31,
2004
$
|--------------------------------------- | ----------------------------------------------------------------------------- | -------------------------------------- | -----------------------------------------------------------------
|                                        |                                                                               |                                        |                                                                  
|Revenue                                 |                                                                              |                                       |                                                                 
|                                        |                                                                               |                                        |                                                                  
|Expenses                                |                                                                               |                                        |                                                                  
|                                        |                                                                               |                                        |                                                                  
|Consulting and management fees          | 1,026,864                                                                     | 1,016,849                              | 10,015                                                           
|General and administrative              | 21,973                                                                        | 21,973                                 |                                                                 
|Professional fees                       | 56,562                                                                        | 56,562                                 |                                                                 
|                                        |                                                                               |                                        |                                                                  
|                                        | 1,105,399                                                                     | 1,095,384                              | 10,015                                                           
|                                        |                                                                               |                                        |                                                                  
|Net Loss                                | (1,105,399)                                                                   | (1,095,384)                            | (10,015)                                                         
|                                        |                                                                               |                                        |                                                                  
|Other comprehensive loss                |                                                                               |                                        |                                                                  
|Foreign currency translation adjustment | (1,019)                                                                       | (1,019)                                |                                                                 
|                                        |                                                                               |                                        |                                                                  
|Total Comprehensive Loss                | (1,106,418)                                                                   | (1,096,403)                            | (10,015)                                                         
|                                        |                                                                               |                                        |                                                                  
|Net Loss Per Share  Basic and Diluted  |                                                                               | (0.03)                                 | (0.01)                                                           
|                                        |                                                                               |                                        |                                                                  
|Weighted Average Shares Outstanding     |                                                                               | 36,711,000                             | 1,397,000                                                        
|                                        |                                                                               |                                        |                                                                  





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



F-3





---





SYNGAS INTERNATIONAL CORP.

(formerly Fairchild International Corporation)

(A Development Stage Company)

Consolidated Statement of Cash Flows

(Expressed in US dollars)

|                                                                            |  | Accumulated from December 14, 2004 (date of Inception) to December 31, 2005
$ | For the Year
Ended
December 31,
2005
$ | From December 14, 2004 (Date of Inception) to December 31,
2004
$
|--------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------- | -------------------------------------- | -----------------------------------------------------------------
|                                                                            |  |                                                                               |                                        |                                                                  
|Cash Flows Used In Operating Activities                                     |  |                                                                               |                                        |                                                                  
|Net loss                                                                    |  | (1,105,399)                                                                   | (1,095,384)                            | (10,015)                                                         
|                                                                            |  |                                                                               |                                        |                                                                  
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                                                               |                                        |                                                                  
|Stock based compensation                                                    |  | 339,762                                                                       | 339,762                                |                                                                 
|Shares issued for consultation                                              |  | 610,000                                                                       | 610,000                                |                                                                 
|                                                                            |  |                                                                               |                                        |                                                                  
|Changes in operating assets and liabilities:                                |  |                                                                               |                                        |                                                                  
|Increase in accounts payable and accrued liabilities                        |  | 23,534                                                                        | 23,534                                 |                                                                 
|Increase in loans payable                                                   |  | 35,324                                                                        | 35,324                                 |                                                                 
|Increase in accounts payable - related parties                              |  | 27,299                                                                        | 17,243                                 | 10,056                                                           
|                                                                            |  |                                                                               |                                        |                                                                  
|Net Cash Used in Operating Activities                                       |  | (69,480)                                                                      | (69,521)                               | 41                                                               
|                                                                            |  |                                                                               |                                        |                                                                  
|                                                                            |  |                                                                               |                                        |                                                                  
|Investing Activities                                                        |  |                                                                               |                                        |                                                                  
|Net cash acquired on business acquisition                                   |  | 565                                                                           | 565                                    |                                                                 
|Purchase of intangible asset                                                |  | (25,000)                                                                      | (25,000)                               |                                                                 
|                                                                            |  |                                                                               |                                        |                                                                  
|Net Cash Used In Investing Activities                                       |  | (24,435)                                                                      | (24,435)                               |                                                                 
|                                                                            |  |                                                                               |                                        |                                                                  
|                                                                            |  |                                                                               |                                        |                                                                  
|Financing Activities                                                        |  |                                                                               |                                        |                                                                  
|Proceeds from issuance of common stock                                      |  | 97,744                                                                        | 97,337                                 | 407                                                              
|                                                                            |  |                                                                               |                                        |                                                                  
|Net Cash Provided By Financing Activities                                   |  | 97,744                                                                        | 97,337                                 | 407                                                              
|                                                                            |  |                                                                               |                                        |                                                                  
|Effect of Exchange Rate Changes on Cash                                     |  | (1,019)                                                                       | (1,019)                                |                                                                 
|                                                                            |  |                                                                               |                                        |                                                                  
|Increase in Cash and Cash Equivalents                                       |  | 2,810                                                                         | 2,362                                  | 448                                                              
|                                                                            |  |                                                                               |                                        |                                                                  
|Cash and Cash Equivalents, beginning of year                                |  |                                                                              | 448                                    |                                                                 
|                                                                            |  |                                                                               |                                        |                                                                  
|Cash and Cash Equivalents, end of year                                      |  | 2,810                                                                         | 2,810                                  | 448                                                              
|                                                                            |  |                                                                               |                                        |                                                                  
|                                                                            |  |                                                                               |                                        |                                                                  
|Supplemental Disclosures                                                    |  |                                                                               |                                        |                                                                  
|                                                                            |  |                                                                               |                                        |                                                                  
|Cash paid for taxes                                                         |  |                                                                              |                                       |                                                                 
|Cash paid for interest                                                      |  |                                                                              |                                       |                                                                 
|                                                                            |  |                                                                               |                                        |                                                                  
|Non-Cash Financing and Investing Activities                                 |  |                                                                               |                                        |                                                                  
|Stock issued for intangible asset                                           |  | 204                                                                           |                                       | 204                                                              



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



F-4





---





SYNGAS INTERNATIONAL CORP.

(formerly Fairchild International Corporation)

(A Development Stage Company)

Consolidated Statement of Stockholders Equity (Deficit)

(Expressed in US dollars)

|                                                                                                       |              |          |            |               | Deficit     |            
|------------------------------------------------------------------------------------------------------ | ------------ | -------- | ---------- | ------------- | ----------- | -----------
|                                                                                                       |              |          |            | Accumulated   | Accumulated |            
|                                                                                                       |              |          | Additional | Other         | During the  |            
|                                                                                                       | Common       |          | Paid-In    | Comprehensive | Development |            
|                                                                                                       | Stock        | Amount   | Capital    | Income        | Stage       | Total      
|                                                                                                       | #            | $        | $          | $             | $           | $          
|                                                                                                       |              |          |            |               |             |            
|Balance  December 14, 2004 (Date of Inception)                                                        |             |         |           |              |            |           
|                                                                                                       |              |          |            |               |             |            
|Issue of common stock for cash                                                                         | 20,000,000   | 407      |           |              |            | 407        
|                                                                                                       |              |          |            |               |             |            
|Issue of common stock for intangible asset                                                             | 10,000,000   | 204      |           |              |            | 204        
|                                                                                                       |              |          |            |               |             |            
|Net loss for the period                                                                                |             |         |           |              | (10,015)    | (10,015)   
|                                                                                                       |              |          |            |               |             |            
|Balance  December 31, 2004                                                                            | 30,000,000   | 611      |           |              | (10,015)    | (9,404)    
|                                                                                                       |              |          |            |               |             |            
|Issue of common stock for cash                                                                         | 47,500       | 19,337   |           |              |            | 19,337     
|                                                                                                       |              |          |            |               |             |            
|                                                                                                       | 30,047,500   | 19,948   |           |              | (10,015)    | 9,933      
|                                                                                                       |              |          |            |               |             |            
|Adjustment to number of shares issued and outstanding as a result of the reverse takeover transaction: |              |          |            |               |             |            
|                                                                                                       |              |          |            |               |             |            
|- Add issued and outstanding stock of Fairchild at time of reverse acquisition                         | 6,422,550    | 6,423    |           |              | (66,839)    | (60,416)   
|- Deduct issued and outstanding stock of Syngas                                                        | (30,047,500) | (19,948) |           |              | 19,948      |           
|                                                                                                       |              |          |            |               |             |            
|Issue of common stock on acquisition of Syngas                                                         | 30,047,500   | 30,047   |           |              | (30,047)    |           
|                                                                                                       |              |          |            |               |             |            
|Issue of common stock for cash on exercise of stock options                                            | 260,000      | 260      | 77,740     |              |            | 78,000     
|                                                                                                       |              |          |            |               |             |            
|Stock based compensation                                                                               |             |         | 339,762    |              |            | 339,762    
|                                                                                                       |              |          |            |               |             |            
|Issue of common stock for consultation                                                                 | 1,025,000    | 1,025    | 608,975    |              |            | 610,000    
|                                                                                                       |              |          |            |               |             |            
|Foreign currency translation adjustment                                                                |             |         |           | (1,019)       |            | (1,019)    
|                                                                                                       |              |          |            |               |             |            
|Net loss for the year                                                                                  |             |         |           |              | (1,095,384) | (1,095,384)
|                                                                                                       |              |          |            |               |             |            
|Balance  December 31, 2005                                                                            | 37,755,050   | 37,755   | 1,026,477  | (1,019)       | (1,182,337) | (119,124)  



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



F-5





---

SYNGAS INTERNATIONAL CORP.

(formerly Fairchild International Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)





1.

Nature of Operations and Going Concern Considerations



On January 28, 2005, Syngas International Corp. (Syngas International), (formerly Fairchild International Corporation), 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 December 31, 2005, 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 $1,182,337 since inception and has a working capital deficiency of $144,328 and these conditions, among others, give rise to substantial doubt about the Companys ability to continue as a going concern.



On December 29, 2005, the Company changed its name from Fairchild International Corporation to Syngas International Corp.



2.

Summary of Significant Accounting Policies

a)

Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Companys fiscal year-end is December 31.

b)

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

c)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.



F-6





---

SYNGAS INTERNATIONAL CORP.

(formerly Fairchild International Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)





2.

Summary of Significant Accounting Policies (continued)

d)

Foreign Currency Transactions

The Company's functional currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 Foreign Currency Translation, using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of comprehensive income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

e)

Long-lived Assets

In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

f)

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

g)

Financial Instruments

The carrying value of cash and cash equivalents, prepaid expenses and deposits, accounts payable, accrued liabilities, loans payable and due to related parties approximate fair value due to the relatively short maturity of these instruments.

h)

Concentration of Risk

The Company maintains its cash account in primarily one commercial bank in Vancouver, British Columbia, Canada. The Company's cash accounts are uninsured business checking accounts maintained in U.S. and Canadian dollars, which totalled $2,810 on December 31, 2005. At December 31, 2005, the Company has not engaged in any transactions that would be considered derivative instruments on hedging activities. To date, the Company has not incurred a loss relating to this concentration of credit risk.

i)

Comprehensive Loss

SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2005 (2004  Nil), the Company only component of comprehensive loss was foreign currency translation adjustments.

j)

Intangible Asset

Intangible asset consist of 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 technology will be amortized on a systematic basis upon commencement of revenue from the sale or license of the technology.



F-7





---

SYNGAS INTERNATIONAL CORP.

(formerly Fairchild International Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)





2.

Summary of Significant Accounting Policies (continued)

k)

Stock-Based Compensation

The Company has elected to apply the intrinsic value method of accounting in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). Under the intrinsic value method of accounting, compensation expense is recognized if the exercise price of the Companys employee stock options is less than the market price of the underlying common stock on the date of grant. Stock-based compensation for employees is recognized on the straight-line basis over the vesting period of the individual options. Stock options granted to non-employees are accounted for under Statement of Financial Accounting Standards No. 123 Accounting for Stock-Based Compensation (SFAS 123), which establishes a fair value based method of accounting for stock-based awards, and recognizes compensation expense based on the fair value of the stock award or fair value of the goods and services received, whichever is more reliably measurable. Under the provisions of SFAS 123, companies that elect to account for stock-based awards in accordance with the provisions of APB 25 are required to disclose the pro forma net income (loss) that would have resulted from the use of the fair value based method under SFAS 123.

l)

Recent Accounting Pronouncements

In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, Accounting Changes and Error Corrections  A Replacement of APB Opinion No. 20 and SFAS No. 3. SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires retrospective application to prior periods financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Companys results of operations or financial position.

In December 2004, FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29. The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Companys results of operations or financial position.

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123R, Share Based Payment. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entitys equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Companys results of operations or financial position.

In March 2005, the SEC staff issued Staff Accounting Bulletin No. 107 (SAB 107) to give guidance on the implementation of SFAS 123R. The Company will consider SAB 107 during implementation of SFAS 123R.



F-8





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SYNGAS INTERNATIONAL CORP.

(formerly Fairchild International Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)







3.

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 has not raised a minimum of $1,000,000 by way of equity private placements, it has the option, until June 30, 2006, 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.



4.

Related Party Transactions

As at December 31, 2005, $2,919 (2004  $41), is owing to a director and officer of the Company, $9,438 (2004  Nil), is owing to related Companies, and $17,818 (2004 - $10,015), is owing to a company with a common director. These amounts are unsecured, non-interest bearing and have no terms of repayment.



5.

Common Stock



a)

On November 9, 2005, the Company issued 1,000,000 shares of common stock to a consultant pursuant to a consulting agreement of November 7, 2005 for services rendered from October 1, 2005 to December 31, 2005.



b)

On October 12, 2005, the Company issued 25,000 shares of common stock to a company for consulting services.



c)

On July 20, 2005, the Company granted 500,000 stock options to a consultant to purchase 500,000 shares of common stock at $0.30 per share on or before July 19, 2010. On August 20 and September 15, 2005, 110,000 of these options were exercised for proceeds of $33,000.



d)

On July 1, 2005, the Company granted 500,000 stock options under the 2005 Stock Option Plan to a consultant to acquire up to 500,000 shares of common stock at $0.30 per share exercisable on or before July 1, 2010. On July 15 and September 15, 2005, 150,000 of these options were exercised for cash proceeds of $45,000.



e)

On April 8, 2005, the Company issued 30,000,000 shares of common stock and on June 15, 2005 issued 47,500 shares of common stock, pursuant to the Share Exchange Agreements. Refer to Note 7.



f)

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.



g)

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.



h)

On December 24, 2004, 10,000,000 shares of common stock were issued in exchange for an intangible asset that was valued at $204 (CDN$250).



i)

On December 14, 2004, 20,000,000 shares of common stock were issued for cash at a price of $0.00002 (CDN$0.000025) per share for total proceeds of $407 (CDN$500).



j)

The Company has 47,500 share purchase warrants outstanding entitling the holders to acquire 47,500 shares of common stock exercisable at $0.62 (CDN$0.75) per share up to January 26, 2006.



F-9





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SYNGAS INTERNATIONAL CORP.

(formerly Fairchild International Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)





6.

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:

|                                                   | December 31, 2005
|-------------------------------------------------- | -----------------
|                                                   |                  
|Balance, beginning of year                         |                  
|Options outstanding at date of reverse acquisition |                  
|Options granted                                    |                  
|Options exercised                                  |                  
|Options expired                                    |                  
|Options cancelled                                  |                  
|Balance, end of year                               |                  

The fair value of the options granted during the period was estimated at the date of the grant using the Black-Scholes option pricing model with the following assumptions.

|Expected dividend yield         |  | 0%   
|------------------------------- |  | -----
|Risk-free interest rate         |  | 3.57%
|Expected volatility             |  | 299% 
|Expected option life (in years) |  | 5.00 



During the fiscal period ended December 31, 2005, the Company recorded stock-based compensation of $339,762 which is included with consulting and management fees on the statement of operations. No stock options were granted to directors and employees in 2005.



7.

Acquisition of Syngas Energy Corp.





Pursuant to two Share Exchange Agreements dated January 28, 2005, which closed on June 30, 2005, the Company acquired all the issued and outstanding common stock of Syngas Energy Corp. (Syngas Energy) in exchange for the issuance of 30,047,500 common shares of the Company. Syngas Energy is a private company incorporated in the Province of British Columbia, Canada. Its primary business involves an integrated gasification production system technology that 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. As a result of the issuance of the shares, the former shareholders of Syngas Energy own approximately 82% of the outstanding common stock of the Company. Accordingly, this transaction was accounted for as a reverse acquisition using 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 the Company. The net liabilities assumed have been charged to accumulated deficit.



|                           | $       
|-------------------------- | --------
|Cash                       | 565     
|Working capital deficiency | (60,981)
|                           |         
|Net liabilities assumed    | (60,416)



F-10





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SYNGAS INTERNATIONAL CORP.

(formerly Fairchild International Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)





8.

Commitments

a)

The Company entered into two consulting agreements dated January 1, 2005 where the consultants assisted in identifying potential business opportunities or potential business acquisitions in energy related fields, performed due diligence on potential acquisitions, and provided advice in negotiating terms and conditions. An acquisition was completed on June 30, 2005 with Syngas Energy and the two consultants received 4,000,000 shares of common stock with a fair value of $1,100,000 during the fiscal period ended December 31, 2005.

b)

The Company entered into two consulting agreements dated July 1 and July 20, 2005 where the consultants assisted in identifying potential business opportunities or potential business acquisitions in energy related fields, performed due diligence on potential acquisitions, and provided advice in negotiating terms and conditions. The two consultants received 1,000,000 shares of common stock with a fair value of $350,000 during the fiscal period ended December 31, 2005.

c)

On November 1, 2005, Syngas Energy Corp. (Syngas Energy), a wholly owned subsidiary, acquired rights, in consideration for an initial fee of $25,000, to a process and apparatus for low cost hydrogen generation through assignment of an agreement from 975110 Alberta Ltd. to Syngas Energy. 975110 Alberta Ltd. is owned and controlled by Wilf Ouellette, who is Chief Executive of Syngas Energy and a director of Syngas International Corporation.

d)

The Company entered into a consulting agreement dated November 7, 2005 with 0719746 BC Ltd., where the consultant agreed to assist in identifying potential business opportunities or potential business acquisitions in energy related fields, including intellectual properties, patents, technology or processes related to the processing or generation of energy or fuel, perform due diligence on potential acquisitions, and provide advice in negotiating terms and conditions. 0719746 BC Ltd. is owned by a relative of a controlling shareholder of the Company. The term of this agreement covers services rendered from October 1, 2005 to December 31, 2005. The consultant received 1,000,000 shares of common stock of the Company in consideration for the aforementioned consulting services. The Consultant provided advice to Syngas Energy in negotiating terms and conditions, and performed due diligence on the acquisition of the technology referred to in 8. c) above.



9.

Income Taxes

The Company has adopted the provisions of SFAS 109, Accounting for Income Taxes. Pursuant to SFAS 109 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in the financial statements because the Company cannot be assured that it is more likely than not that it will utilize the net operating losses carried forward in future years. The Company has approximately $562,000 of net operating loss carryforwards available to offset taxable income in future years which expire through fiscal 2025. At December 31, 2005 and 2004, the valuation allowance established against the deferred tax assets was $410,300 and $3,400 respectively.

The components of the net deferred tax asset, the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are scheduled below:

|                                 | December 31,
2005
$ |  | December 31,
2004
$
|-------------------------------- | ------------------- |  | -------------------
|Net Operating Loss Carryforwards | 1,172,000           |  | 10,000             
|Statutory Tax Rate               | 35%                 |  | 34%                
|Effective Tax Rate               |                    |  |                   
|Deferred Tax Asset               | 410,300             |  | 3,400              
|Valuation Allowance              | (410,300)           |  | (3,400)            
|Net Deferred Tax Asset           |                    |  |                   
|                                 |                     |  |                    

10.

Subsequent events

On January 31, 2006, the Company issued 711,695 common shares as compensation for consulting services to various individuals pursuant to the 2005 Non-Qualified Stock Compensation Plan, and further issued 150,000 common shares at $0.40 per share to two individuals pursuant to a private placement for total proceeds of $60,000.



F-11





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Item 8.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.



Not applicable.



Item 8A.

Controls and Procedures.



As required by Rule 13a-15 under the Exchange Act, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2005, being the date of our fiscal year end covered by this Annual Report. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Robert Klein, upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to us required to be included in our periodic SEC filings. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out our evaluation.



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



During our fiscal year ended December 31, 2005, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.



The term "internal control over financial reporting" is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:



| | (1) | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;                                                                                                                                                                                 
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                  
| | (2) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and



- 17 -





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| |     |                                                                                                                                                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements.



PART III



Item 9.

Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.



Directors and Executive Officers



All directors of our company hold office until the next annual meeting of the shareholders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.



As at March 31, 2006 our directors and executive officers, their ages, positions held, and duration of such, are as follows:



|Name           | Age | Title                                                                 
|-------------- | --- | ----------------------------------------------------------------------
|Robert Klein   | 57  | Director, President, Chief Executive Officer, Chief Financial  Officer
|Wilf Ouellette | 62  | Director                                                              
|Margaret Hunt  | 58  | Director, Secretary, Treasurer                                        



Business Experience



The following is a brief account of the education and business experience during at least the past five years of each director and executive officer, indicating the principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.



Robert Klein



Robert Klein has been our director and President, Chief Executive Officer and Chief Financial Officer since August 1, 2005.  Mr. Kleins experience includes over 30 years in the securities industry handling a wide range of duties including management roles and institutional trading. For the past 15 years he has placed a major emphasis on packaging complex transactions on behalf of corporate clients resulting in the creation and sale of marketable securities. He has spent the past five years working on public company development, mainly in the energy and mining industries. He has served as a director for three brokerage firms, including Yorkton Securities. He currently holds directorships in two other public companies, Avalon Energy Corporation and Golden Spirit Gaming Ltd., and acts as President for both companies. Mr. Klein has a degree in Applied Mathematics from the University of Waterloo and an FCSI (Fellows of Canadian Securities Institute) designation.



- 18 -





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Wilf Ouellette



Mr. Ouellette has been our director since July 1, 2005.  Mr. Ouellette has been a director and the Chief Executive Officer of Syngas Energy Corp., the Companys wholly owned subsidiary, since February 2005.  Mr. Ouellette has over 25 years experience in process combustion.  From 2001 to the present he was worked as a consultant through his own company, Aclade Energy Corp., offering consulting services in the waste to energy industry, developing new projects in the energy sector and marketing the fluidized bed gasifier.



Mr. Ouellette has been principally active in the fields of heating, ventilating, air conditioning and process combustion systems since 1965. He also has extensive experience inthe development and integration of alternate energy systems.  Mr. Ouellettes technical experience encompasses the following areas:  instrumentation and control systems design and applications, heating and ventilation equipment systems applications, burner management and flame safe guard systems, combustion processes, burner design and applications, waste gasification processes and air pollution engineering. Previously Mr. Ouellette was a Fighter Control Operator and Pilot in the Royal Canadian Air Force.



Margaret Hunt



Margaret Hunt has been our director and Secretary and Treasurer since November 15, 2004.  Ms. Hunt has over 30 years experience in administration and accounting. From July 2001 to the present, she has worked at Coast West Manufacturing as a general accountant. From 2000 to 2001 she worked at S. Michals as its chief accountant. Ms. Hunt has worked for a defense contractor in the research and development of various technologies that required classified security clearance for the Department of National Defense. Her work as a defence contractor was done, in part, with Simon Fraser University. Margaret also has extensive management and administrative experience that includes 10 years in real estate management and 11 years in the industrial manufacturing sector.



Board of Directors and Its Committees



During our fiscal year ended December 31, 2005, our Board of Directors met in person or via telephone regularly.  Each member of the Board of Directors attended at least 75% of the meetings.  We currently do not have a policy with respect to Board members attendance at annual meetings.  The Board of Directors currently does not have a nominating committee or a compensation committee.



The functions of the Audit Committee are currently carried out by the Companys Board of Directors.  The Companys Board of Directors has determined that the Company does not have an audit committee financial expert on its Board of Directors carrying out the duties of the Audit Committee.  The Board of Directors has determined that the cost of hiring a financial expert to act as a director of the Company and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee.



- 19 -





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Director Nominees



We do not have a nominating committee. The Board of Directors, sitting as a Board, selects those individuals to stand for election as members of our Board. The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted. Until otherwise determined, not less than 90 days prior to the next annual Board of Directors' meeting at which the slate of Board nominees is adopted, the Board accepts written submissions that include the name, address and telephone number of the proposed nominee, along with a brief statement of the candidate's qualifications to serve as a director and a statement of why the shareholder submitting the name of the proposed nominee believes that the nomination would be in the best interests of shareholders. If the proposed nominee is not the security holder submitting the name of the candidate, a letter from the candidate agreeing to the submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied by a résumé supporting the nominee's qualifications to serve on the Board of Directors, as well as a list of references.



The Board identifies director nominees through a combination of referrals, including by management, existing Board members and security holders, where warranted. Once a candidate has been identified the Board reviews the individual's experience and background, and may discuss the proposed nominee with the source of the recommendation. If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of management's slate of director nominees submitted to shareholders for election to the Board.



Among the factors that the Board considers when evaluating proposed nominees are their knowledge of and experience in business matters, finance, capital markets and mergers and acquisitions. The Board may request additional information from the candidate prior to reaching a determination. The Board is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavor to do so.



The Board received no security holder recommendations for nomination to the Board of Directors in connection with the 2005 Annual Meeting, which took place in December 2005.



Family Relationships



There are no family relationships between any of our directors or executive officers.

Involvement in Certain Legal Proceedings



None of our directors, executive officers, promoters or control persons have been involved in any of the following events during the past five years:



- 20 -





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1.

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4.

being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.



Code of Ethics



We have not adopted a code of conduct. Companies whose equity securities are listed for trading on the OTCBB are not currently required to do so.



Section 16(a) Beneficial Ownership Compliance



Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish our company with copies of all Section 16(a) reports they file.



To the best of our knowledge, all executive officers, directors and greater than 10% shareholders filed the required reports, although some were filed late.



- 21 -





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Item 10.

Executive Compensation.



Executive Compensation



The following table summarizes the compensation paid to all persons acting as President or Chief Executive Officer during the past fiscal year ended December 31, 2005. No other executive officers received annual compensation in excess of $100,000 during Fiscal 2005.



|                                      |      | Annual Compensation | Long Term Compensation 
(pre-consolidated) | Pay-
outs                  
|------------------------------------- | ---- | ------------------- | ------------------------------------------ | ---------------------------
|Name and Principal
Position           | Year | Salary              | Bonus                                      | Other
Annual
Compen-
sation
|                                      |      | ($)                 | ($)                                        | ($)                        
|Robert Klein, President, CEO, CFO (1) | 2005 | 1,718               | Nil                                        | Nil                        
|Anish Somani,
President, CEO(2)       | 2004 | Nil                 | Nil                                        | Nil                        

(1)

Robert Klein was appointed President, Chief Executive Officer, Chief Financial Officer and a director on August 1, 2005.

(2)

Mr. Somani was appointed as President, Chief Executive Officer and Chief Financial Officer and a director on November 15, 2004 and resigned on August 1, 2005.



Long-Term Incentive Plans



There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our Board of Directors.  We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our Board of Directors.



We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, or change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.



- 22 -





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Directors Compensation



We reimburse our directors for expenses incurred in connection with attending Board meetings. We did not pay director's fees or other cash compensation for services rendered as a director in the year ended December 31, 2004.



No cash compensation was paid to any of our directors for the director's services as a director during the fiscal year ended December 31, 2004. We have no standard arrangement pursuant to which our directors are compensated for their services in their capacity as directors except for the granting from time to time of incentive stock options. The Board of Directors may award special remuneration to any director undertaking any special services on behalf of our Company other than services ordinarily required of a director. Other than indicated below, no director received and/or accrued any compensation for his services as a director, including committee participation and/or special assignments.



Employment/Consulting Agreements



On January 1, 2005 we entered into an agreement with Robert Jarva to assist our company in seeking out new investment opportunities. The agreement is for a six month term and we have agreed to compensate Mr. Jarva up to 2,000,000 (post-consolidated) shares to a maximum of 10% of the total amount of any shares issued by the Company after the acquisition has been consummated.



On January 1, 2005 we entered into an agreement with Aarif Jamani to assist our company in seeking out new investment opportunities. The agreement was for a six month term and we have agreed to compensate Mr. Jamani up to 2,000,000 (post-consolidated) shares to a maximum of 10% of the total amount of any shares issued by the Company after the acquisition has been consummated.



We entered into a consulting agreement dated November 7, 2005 with 0719746 BC Ltd., where the consultant agreed to assist in identifying potential business opportunities or potential business acquisitions in energy related fields, including intellectual properties, patents, technology or processes related to the processing or generation of energy or fuel, perform due diligence on potential acquisitions, and provide advice in negotiating terms and conditions. 0719746 BC Ltd. is owned by a relative of a controlling shareholder of the Company. The term of this agreement covers services rendered from October 1, 2005 to December 31, 2005. The consultant received 1,000,000 shares of our common stock in consideration for the consulting services.



Other than as disclosed above, we have not entered into any employment or consulting agreements with any of our current officers, directors or employees.



There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our board of directors. Other than the management agreements discussed above, we do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.



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Stock Options/SAR Grants



We did not grant any options or stock appreciation rights to our named executive officers or directors in Fiscal 2005.  As of December 31, 2006, none of executive officers or directors owned any of our derivative securities.



Item 11.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



The following table sets forth, as of March 31, 2006, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock, as well as by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.



|Name, Position and
Address of Beneficial Owner (1)                                                               | Number of Shares of Common
Stock (2)
(#) | Percent of 
Common Stock (3)
(%)
|---------------------------------------------------------------------------------------------------------------- | ---------------------------------------- | --------------------------------
|Directors and Officers                                                                                           |                                          |                                 
|Robert Klein, President, CEO and CFO
455 Granville Street, Suite 201
Vancouver, British Columbia
Canada  V6C 1T1 | Nil                                      | Nil                             
|Wilf Ouellette, Director
Suite 78 Belleville Avenue
Spruce Grove, Alberta
Canada  T7A 1H8                        | 10,000,000 (4)                           | 25.85                           
|Margaret Hunt, Director 
18090  58A Avenue, Unit B  
Surrey, British Columbia
Canada  V3S 1N6                   | Nil                                      | Nil                             
|All Officers and Directors as a Group
(4 persons)                                                                | 10,000,000                               | 25.85                           
|5% Shareholders                                                                                                  |                                          |                                 
|Draycott Investments Ltd.  (5)
Loyalist Plaza Don Mackay Blvd 
Marsh Harbour, Abaco, Bahamas 20377               | 10,000,000                               | 25.85                           
|Nilufar Jamani
2982 Corona Drive
Burnaby, British Columbia
Canada  V3J 1B8                                       | 10,000,000                               | 25.85                           

1

Unless otherwise noted, the address for all persons shall be the principal executive office of the Company.

2

The number and percentage of shares beneficially owned is determined under rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.  Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

3

Based on 38,685,531 issued and outstanding shares of common stock as of March 31, 2006.

4

10,000,000 shares are held by 975110 Alberta Ltd., a company of which Mr. Ouellette is a director and has voting power and investment control.

5

Lawrence Collie is the sole director of Draycott Investments Ltd. and may, therefore, be deemed to have voting and investment power with respect to all shares of record held by Draycott.



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Item 12.

Certain Relationships and Related Transactions.



Except as otherwise indicated below, we have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved exceeds $60,000, and in which, to its knowledge, any of its directors, officers, five percent beneficial security holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.

·

On December 24, 2004, as amended on July 4, 2005, our wholly owned subsidiary, Syngas Energy Corp. purchased from 975110 Alberta Ltd., a company controlled by Wilf Ouellette, a member of our board of directors, an integrated gasification production system. This technology combines modern gasification with gas turbine technologies to produce synthetic gas, hydrogen or electricity. We intend to further develop the technology to make it commercially viable and intend to then sell or license the technology. We purchased the asset by issuing 10,000,000 common shares of our stock to 975110 Alberta Ltd.

·

On January 28, 2005, we entered into an agreement to acquire all of the outstanding stock of Syngas Energy Corp. At the time the agreement was entered into, Anish Somani was our President and the President of Syngas Energy.  On June 30, 2005, we completed the acquisition of Syngas Energy by issuing 30,000,000 shares of our stock, which also included an issuance of 10,000,000 shares of our stock to 975110 Alberta Ltd., a company controlled by Wilf Ouellette, a director of Syngas.

·

On June 30, 2005, after we acquired 100% of the outstanding capital stock of Syngas Energy in exchange for the issuance of 30,047,500 shares of our stock issued to the five prior shareholders of Syngas Energy. We now own 100% of the issued and outstanding stock of Syngas Energy. The five prior shareholders of Syngas Energy held approximately 87% of the outstanding common stock of Syngas on completion of the transaction on June 30, 2005.  Wilf Ouellette, the Chief Executive Officer of Syngas Energy and our director, is a director and 50% owner of 975110 Alberta Ltd., which received 10,000,000 of our common shares pursuant to our acquisition of Syngas Energy. The 10,000,000 shares in Syngas Energy owned by 975110 Alberta Ltd. were exchanged for 10,000,000 shares in our common stock on June 30, 2005.  However, pursuant to the terms of the Agreement, all 10,000,000 of our common shares issued to 975110 Alberta Ltd. are to remain in escrow until we have raised a minimum of $1,000,000 by way of equity private placements. On July 4, 2005, all of the parties to the Agreement, namely 975110 Alberta Ltd., Draycott Investments Ltd., Nilufar Jamani and Syngas, signed an Addendum amending the Agreement to add a section stating that if, by January 1, 2006 we have not raised a minimum of $1,000,000 by way of equity private placements, we will have the option until June 30, 2006, of canceling 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 the gasification technology.



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·

On November 7, 2005 we entered into a consulting agreement with 0719746 BC Ltd., where the consultant agreed to assist in identifying potential business opportunities or potential business acquisitions in energy related fields, including intellectual properties, patents, technology or processes related to the processing or generation of energy or fuel, perform due diligence on potential acquisitions, and provide advice in negotiating terms and conditions. 0719746 BC Ltd. is owned by a relative of a controlling shareholder of the Company. The term of this agreement covers services rendered from October 1, 2005 to December 31, 2005. The consultant received 1,000,000 shares of our common stock in consideration for the consulting services.

·

On November 1, 2005, Syngas Energy, our wholly owned subsidiary, acquired rights, in consideration for an initial fee of $25,000, to a process and apparatus for low cost hydrogen generation through assignment of an agreement from 975110 Alberta Ltd. to Syngas Energy. 975110 Alberta Ltd. is owned and controlled by Wilf Ouellette, who is Chief Executive of Syngas Energy and a director of Syngas.



Item 13.

Exhibits



Exhibits



3.1

Articles of Incorporation (incorporated by reference from our Registration Statement on Form 10-SB filed on November 30, 1999)

3.2

Certificate of Amendment  (incorporated by reference from our Report of Form 8-K filed on February 24, 2005)

10.1

Share exchange agreement 1 dated January 28, 2005  (incorporated by reference from our Report on Form 8-K filed on April 14, 2005).

10.2

Share exchange agreement 2 dated January 28, 2005 (incorporated by reference from our Report on Form 8-K filed on April 15, 2005)

10.3

Assignment and relinquishment of Oil and gas interests agreement dated January 28, 2005 (incorporated by reference from our Report on Form 10-KSB filed on April 15, 2005)

10.4

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)



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10.5

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)

10.6

Consulting agreement dated November 7, 2005 with 0719746 BC Ltd. (incorporated by reference from our Report on Form 10-QSB filed on November 21, 2005)

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



Item 14.

Principal Accountant Fees and Services.



The aggregate fees billed for the two most recently completed fiscal years ended December 31, 2005 for professional services rendered by the principal accountant for the audit of our company's annual financial statements and review of the financial statements included our Annual Report on Form 10-KSB and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:



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|                   | Year Ended       
|------------------ | -----------------
|                   | December 31, 2005
|Audit Related Fees | 23,675           
|Tax Fees           | -                
|All Other Fees     |                  
|Total              | $23,675          







SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



SYNGAS INTERNATIONAL CORP.a Nevada corporation



/s/ Robert Klein



______________________________
By: Robert Klein, President, CEO
and Director



Date: April 13, 2006





In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Signatures





/s/ Robert Klein

_____________________________________

Date: April 13, 2006

Robert Klein, President,
Chief Executive Officer, Chief Financial Officer and Director





/s/ Wilf Ouellette

____________________________________

Date: April 13, 2006

Wilf Ouellette, Director





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