**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      DC  20549








**FORM
      10-KSB**








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





For
      the
      fiscal year ended: **December 31, 2006**





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





For
      the
      transition period from________________ to ________________








**SYNTHENOL
                      INC.**(Exact
                      name of registrant as specified in its charter)








Florida
              
              000-29219
              
              98-0199508(State
                  or other jurisdiction of incorporation or organization)
              
              (Commission
                  File Number)
              
              (IRS
                  Employer Identification No.)








Suite
                    206, 388 Drake
                  Vancouver,
                    British Columbia, Canada
                
                V6B
                    6A8(Address
                    of principal executive offices)
                
                (Zip
                    Code)











Issuer’s
                    telephone number
                
                (604)
                    648-2090(including
                    area code)











LegalPlay
                  Entertainment INC.
                Address
                201-1166
                  Alberni Street Vancouver, British Columbia, Canada
              
              V6E
                  3Z3(Former
                  name, former address and former fiscal year, if changed since last
                  report)
              
              (Zip
                  Code)












Securities
                registered pursuant to Section 12(b) of the Act:
            None


Securities
                  registered pursuant to Section 12(g) of the Act:
              Common
                  Stock




Indicate
      by check mark whether the registrant (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
                  S
              No
                  £





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 or
      Regulation S-B is not contained herein, and no disclosure will be contained,
      to
      the best of the 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.





Yes
                  S
              No
                  £





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).





Yes
                  £
              No
                  S








Revenues
      for the year ended December 31, 2006 were $0.00.





The
      aggregate value of the issuer’s common stock held by non-affiliates (assuming
      that the issuer’s only affiliates are its’ directors, officers and 10% or
      greater stockholders) of the issuer as of December 31, 2006 was $149,555 based
      upon the closing bid price of $0.625 per share of common stock on that date
      as
      reported by the NASD OTC Bulletin Board under the symbol “STHL”.





**REGISTRANTS
      INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
      YEARS**





Not
      applicable.








**(APPLICABLE
      ONLY TO CORPORATE REGISTRANTS)**





Indicate
      the number of shares outstanding of each of the registrant’s classes of common
      equity, as of the latest practicable date:





March
      5,
      2007 – 731,522 Common Shares.








**DOCUMENTS
      INCORPORATED BY REFERENCE**





A
      description of “Documents Incorporated by Reference” is contained in Item 13 of
      this Report.





Transitional
                  Small Business Disclosure Format
              Yes
                  S
              No
                  £


*Table
            of Contents*




**NOTE
      REGARDING FORWARD LOOKING STATEMENTS**





This
      annual report on Form 10-KSB ("Report") contains statements that may contain
      forward-looking statements, concerning our future operations and planned future
      acquisitions and other matters and we intend that such forward-looking
      statements be subject to the safe harbors for such statements.  Any
      statements that involve discussions with respect to predictions, expectations,
      belief, plans, projections, objectives, assumptions or future events or
      performance (often, but not always, using phrases such as "expects", or "does
      not expect", "is expected", "anticipates" or "does not anticipate", "plans",
      "estimates" or "intends", or stating that certain actions, events or results
      "may", "could", "might", or "will" be taken to occur or be achieved) are not
      statements of historical fact and may be "forward looking
      statements".  These forward-looking statements include statements
      relating to, among other things, our ability to continue to successfully compete
      in our markets.





We
      caution readers not to place undue reliance on any such forward-looking
      statements, which speak only as of the date made.  Such
      forward-looking statements are based on our beliefs and estimates of management
      as well as on assumptions made by and information currently available to the
      registrant at the time such statements were made.  Forward looking
      statements are subject to a variety of risks and uncertainties which could
      cause
      actual events or results to differ from those reflected in the forward looking
      statements, including, without limitation, the failure to obtain adequate
      financing on a timely basis and other risks and uncertainties. Actual results
      could differ materially from those projected in the forward-looking statements,
      either as a result of the matters set forth or incorporated in this Report
      generally and certain economic and business factors, some of which may be beyond
      our control.





These
      factors include, among others, the risk factors discussed in the section
      entitled "risk factors." We disclaim any obligation subsequently to revise
      any
      forward-looking statements to reflect events or circumstances after the date
      of
      such statements or to reflect the occurrence of anticipated or unanticipated
      events.











**SYNTHENOL
      INC.**


**(the
      “Company”)**





**FORM
      10-KSB**


**Table
      of Contents**





PART
                      IItem
                      1.
                  DESCRIPTION
                      OF BUSINESS
                  1Item
                      2.
                  DESCRIPTION
                      OF PROPERTY
                  9Item
                      3.
                  LEGAL
                      PROCEEDINGS
                  9Item
                      4.
                  SUBMISSION
                      OF MATTERS TO A VOTE OF SECURITY
                      HOLDERS
                  11PART
                      IIItem
                      5.
                  MARKET
                      FOR COMMON EQUITY AND RELATED STOCKHOLDER
                      MATTERS
                  12Item
                      6.
                  MANAGEMENT'S
                      DISCUSSION AND ANALYSIS OR PLAN OF
                      OPERATION
                  12Item
                      7.
                  FINANCIAL
                      STATEMENTS
                  14Item
                      8.
                  CHANGES
                      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                      FINANCIAL DISCLOSURE
                  29Item
                      8a.
                  CONTROLS
                      AND PROCEDURES
                  29Item
                      8b.
                  OTHER
                      INFORMATION
                  29PART
                      IIIItem
                      9.
                  DIRECTORS,
                      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                      COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
                  30Item
                      10.
                  EXECUTIVE
                      COMPENSATION
                  31Item
                      11.
                  SECURITY
                      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                      MANAGEMENTAND RELATED STOCKHOLDER MATTERS
                  32Item
                      12.
                  CERTAIN
                      RELATIONSHIPS AND RELATED
                      TRANSACTIONS
                  34Item
                      13.
                  INDEX
                      TO EXHIBITS
                  35Item
                      14.
                  PRINCIPAL
                      ACCOUNTANT FEES AND SERVICES
                  35





*Table
            of Contents*





**PART
      I**





**Item
                1.**
            **Description
                of Business**





**Business
      Development**





We
      were
      incorporated in Florida on May 3, 1989 as Sparta Ventures Corp. In 1998 we
      entered into an agreement with Thermal Ablation Technologies Canada Inc., which
      had developed a thermal balloon ablation system to eliminate dysfunctional
      uterine bleeding. Our obligation was to raise $3 million to pursue the
      development of a prototype unit. As a result of this agreement, we changed
      our
      name to Thermal Ablation Technology Corporation on October 8, 1998. We raised
      $150,000 on a private placement basis, which was invested into the development
      of the prototype but we were unable to raise any further capital and as a
      result, the deal collapsed. After several months of unsuccessful operations,
      Thermal was abandoned and we were reclassified as a development stage enterprise
      in 1998. We retained a 6% interest in Thermal Ablation Technologies Canada
      Inc.
      with no further obligation.





In
      June
      1999, our directors undertook to restructure the company by agreeing in
      principal to sublicense the URL, www.poker.com, from Uninet Technology Inc.
      (“Uninet”), and undertook the development of an on-line Internet gaming
      marketing company. Uninet was in the process of negotiating a license of the
      URL
      from Ala Corp. on the basis that the rights to the URL would be sub-licensed
      to
      us immediately. We appointed one of Uninet's directors to our board and on
      July
      9, 1999, we entered into a sub-license Agreement with Uninet and began our
      research in to the acquisition of a casino and/or poker software
      license.





The
      terms
      of our agreement with Uninet included paying to Ala Corp. $100,000 and issuing
      to it 750,000 shares of our common stock as an initial fee plus pay an on-going
      royalty of 4 % of our gross revenue to Ala Corp. Half of the 750,000 shares
      referred to above were issued to two of our directors, one of whom was, at
      the
      time, also a director of Uninet. Pursuant to our sub-license agreement with
      Uninet, we acquired the exclusive worldwide rights to market the www.poker.com
      URL until the year 2098. In addition, the title to the URL transfers to us
      free
      and clear of all encumbrances when the cumulative on-going royalties paid to
      Ala
      Corp. exceeds $1 million.





In
      August
      1999, we entered into a one-year non-exclusive license agreement with ASF
      Software Inc. (“ASF”) of Belize. ASF agreed to license to us certain
      multi-player poker software with the specific provision that we would then
      sub-license the software to third parties. The terms of the license with ASF
      included payment of $135,000 plus an on-going royalty of 20% of the rake. The
      agreement was automatically renewed for one-year periods and either party could
      terminate the agreement with 90 days notice to the other party. In addition,
      ASF's associated company would provide credit card processing for a fee of
      5.75%.





On
      August
      10, 1999, we changed our name to Poker.com, Inc. and on August 19, 1999, our
      common stock became quoted on the NASD OTC Bulletin Board under the symbol
      'PKER'.





As
      our
      business was to market and resell gaming licenses (as opposed to operating
      casinos or card rooms), in August 1999, we entered into an agreement with Antico
      Holdings S.A. ("Antico") a Costa Rican company whereby we granted Antico
      exclusive worldwide rights to use the URL wwe.poker.com for operating casino
      and/or card rooms, in consideration of $200,000. We retained all other rights
      to
      the URL for developing the web site as a portal, for advertising, marketing
      the
      Antico card-room, marketing casinos, marketing card rooms and other gaming
      software.





Pursuant
      to our agreement with Antico, we earned a marketing fee of 20% of all deposits
      made to Antico's poker card room by players who log in to play poker and use
      their credit cards or send wire transfers to deposit funds to play
      poker.





In
      September 1999, we raised $500,000 on a private placement basis to fund the
      development of our business model, namely creating www.poker.com as a gaming
      portal, selling software program sub-licenses and casino links for online
      gaming, marketing and selling banner advertising on our portal.





-
            1 -
 *Table
            of Contents*





On
      November 29, 1999, our subsidiary, Casino Marketing S.A., purchased a Master
      Sub-License Agreement from Gamingtech Corporation (“Gamingtech “ a subsidiary of
      Chartwell Technologies Inc., which developed a suite of 18 casino games). We
      paid Gamingtech $100,000 for the non-exclusive worldwide rights to sell
      Gamingtech's casino software program licenses. Our agreement with Gamingtech
      enabled us to:





a)
            sell
                independent casino software program sub-licenses for up to $75,000
                plus a
                gross royalty fee of up to 35% of monthly net operating profit. This
                independent sub-license will enable the purchaser to use the licensor's
                proprietary software; and,





b)
            sell
                dependant sub-license casino 'links' for up to $35,000 plus a gross
                royalty fee of between 35% and up to 65% of the sub-licensees net
                monthly
                revenue. In this situation the dependant sub-licensee is linked into
                an
                independent sub-licensees proprietary software and does not have
                its own
                proprietary software





In
      December 1999, we raised a further $360,000 on a private placement basis for
      general working capital.





On
      January 10, 2000, we sold one of Gamingtech's independent casino sub-licenses
      to
      Antico for $50,000 with the understanding that Antico would assist us in
      providing technical and administrative services from Costa Rica to our casino
      sub-licensees. Antico would pay us 35% of the net profits generated from their
      casino, known as Visual Casino. Antico will earn from web masters who purchase
      links to Visual Casino from us, a 3% administration fee. Visual Casino will
      provide the webmaster virtual time statistics on who is playing, how much has
      been deposited and how much has been won by the players.





We
      realized by late December 1999 that the ASF software was outdated and ASF was
      refusing to update the software. We decided to find a new provider and in
      February 2000, we entered into a contract with TransNet International S.A.
      (“TransNet”) with a view to providing us with a new generation poker software
      license for a term of 50 years. We paid $30,000 to TransNet and an on-going
      royalty payment of 20% of the rake from the use of the software plus a fee
      of
      $50,000 for every master license we sold. The software was delivered to us
      in
      August of 2000 and since that time we sold master card room licenses and
      sub-licenses.  Antico agreed to accept the new software program in
      place of the ASF software despite the problems in change over.





After
      notice was given to ASF of cancellation of the master license agreement, ASF
      instructed Credit Card Processing of Belize to hold back payments which resulted
      in Antico not being paid the 15% hold backs and its’ inability to pay us royalty
      payments. Antico agreed to assign the withholding payments to ensure that we
      receive the outstanding royalty fees due.





By
      mid
      2000, we realized that the Gamingtech software was badly constructed and
      Gamingtech was unable to upgrade it’s system. As a result, on September 14,
      2000, the Company purchased a casino software license from Starnet Systems
      International Inc. (“Starnet”) in return for $100,000 in advertising and monthly
      fees based on a percentage of net monthly revenue.  We then cancelled
      our agreement with Gamingtech.





By
      December 2000, we had launched two Starnet Casino websites.





In
      July
      2001, we launched a poker affiliate software program, which enabled
      sub-licensees to offer webmasters the ability to earn fees by directing traffic
      to a poker.com poker room. Features of the affiliate program included no
      investment and no risk to the webmasters, real-time statistics, accumulated
      bad
      beat jackpot, and 24/7 technical and customer support.





We
      offered alternative casino software to our customers in July 2001 when we
      entered into a strategic relationship with Trimon Software Systems Inc.
      (“Trimon”).Trimon offered: baccarat, black jack, craps, Caribbean poker,
      let-it-ride poker, pai-gow poker, American roulette, slot machine and video
      poker. The Trimon software enabled our casino owner/operators to extend their
      poker and casino games into the wireless and closed circuit areas through WAP
      (wireless application protocol), casino-on-tv and casino kiosk.





In
      September 2001 we sold a Poker master license to Microgaming Systems Ltd.
      (“Microgaming “a South African/UK Company and one of the largest casino
      licensors on the Internet) to market on-line multi-player poker software
      sublicenses. Microgaming's intention was to provide all their casino licensees
      with a poker card room sublicense. We would earn a licensing fee for each
      sublicense sold plus a monthly royalty fee.





-
            2 -
 *Table
            of Contents*





In
      November 2001, we entered into an agreement with Focusnet Capital Inc. and
      Pyramid Casino to provide a master poker card room.





On
      November 30, 2001, our subsidiary, Casino Marketing S.A. (“Casino Marketing”),
      amended its original agreement with TransNet whereby the fee payable was reduced
      as follows:





(i)
            a
                $50,000 license fee was payable provided Casino Marketing sold a
                master
                license for $100,000 or more;





(ii)
            if
                sold for under $100,000 the fee would be reduced to
                40%.





TransNet
      also agreed to provide Casino Marketing with a new software program to enable
      Casino Marketing to sell sub-licenses for not less than $50,000. TransNet was
      to
      receive a fee of $20,000 for each sub-license sold. It was further agreed that
      the royalty fee payable to TransNet would be reduced to 50% of the royalties
      that Casino Marketing received from sub-licensees rather than 20% of the
      rake.





Our
      strategy in 2002 was to continue to acquire master licenses from software
      developers to resell their software programs to earn licensing fees and royalty
      fees as opposed to developing our own proprietary software, which requires
      substantial capital and human resources. Our experience determined that some
      software developers lack the marketing expertise to take advantage of the market
      potential for selling sub-licenses. The software developers themselves also
      recognized the fact that the more licenses they sell, directly or indirectly,
      the greater their royalty revenue.  We were able to acquire master
      sub-licensing contracts from software developers and offered software
      development from Trimon Software System Inc.; Starnet Systems International
      Inc.
      and TransNet International Gaming S.A.





During
      2002 we continued marketing casino and poker licenses. In or about mid-2002,
      we
      recognized some major shortcomings of our marketing efforts. Our costs of sales
      were extraordinarily high and did not justify the overhead expenses. A second
      fundamental issue was that sales were being made to unqualified buyers, which
      resulted in buyer dissatisfaction and eventual cancellation, which impacted
      our
      credibility and financial performance. Because our licensees who acquired the
      software from us were unqualified to operate on-line games, we would receive
      a
      licensing fee but the operator was destined to fail. As a result, we
      restructured our selling activities and reduced the number of our
      employees.





Also
      during 2002, legislation was introduced to the United States Congress to
      prohibit on-line gaming. We felt it would be prudent to focus the resources
      of
      our business on developing an on-line skill based poker system. In early 2003,
      we were able to acquire the rights to a provisional patent for the method of
      determining skill in a tournament setting and undertook to realize the
      technology in an on-line environment.





On
      February 12, 2003 we acquired the rights, title and interest in a skill-based
      method of playing poker online known as Skill Poker. Skill Poker was invented
      by
      Randy Peterson, a retired Vancouver police detective who sold it to Blue Diamond
      International Capital (“Blue Diamond”). The provisional patent application
      covering the method of playing Skill Poker was acquired by us from Blue Diamond
      for $50,000 in cash and through the issuance of 3,000,000 common shares issued
      in accordance with Regulation S of the Securities Act of 1933 (based on the
      closing market price of $0.035 on the date of issue for a total cost of
      $105,000). On-going consideration payable to Blue Diamond included a monthly
      minimum payment of $3,500 or 4% of the gross revenue earned through the
      operation of Skill Poker, whichever was the greater. In the event that we
      further licensed the technology to a third party, Blue Diamond would also
      receive 20% of any initial license fee and 4% of the gross revenue of any such
      licensee. The provisional patent application, the related trademarks and the
      operations of Skill Poker were conducted through a wholly owned Washington
      State
      subsidiary, Skill Poker.com Inc., which was incorporated in February of
      2003.





-
            3 -
 *Table
            of Contents*





In
      March
      2004, SkillPoker and Blue Diamond entered into an Addendum to the original
      Agreement, whereby they agreed to amend the minimum monthly payment from
      SkillPoker to Blue Diamond from US$3,500 to US$2,500 per month, for a period
      of
      six months commencing on March 1 2004.





In
      consideration for the reduction of the monthly payment, the Company agreed
      to
      pay Blue Diamond US$6,000 in common stock, issued in accordance with Rule 144
      based on a 30 day trading average price from the date of the
      Addendum.





Skill
      Poker is a skill-based method of playing poker online which removes the elements
      of chance. The legality as a skill-based game was opined upon by I. Nelson Rose,
      a professor of law at Whittier University in California. Dr. Rose has
      represented the U.S and Canadian governments in addition to state and provincial
      governments and many commercial gaming operators. Skill Poker.com Inc. earns
      its’ revenue through the operation of skill based poker tournaments online
      whereby players enter tournaments paying a buy in and a tournament fee. Skill
      Poker.com Inc. earns only the tournament fee and does not participate in the
      buy
      in. The legality or illegality of the Skill Poker system with respect to U.S
      or
      Canadian gaming regulations can not be determined considering the fact that
      the
      system has not been challenged in a court of law. It is, however, widely
      considered that games of skill are different from games of chance and therefore
      are not considered gambling by regulatory bodies.





In
      order
      to create the system online, we required poker software and on March 31, 2003
      acquired a license to the source code of proprietary software owned by Pokersoft
      Corporation A.V.V. (“PokerSoft”) The license included the development of the
      Skill Poker system incorporating the claims as set forth in the provisional
      patent application. The system, which has been developed, is proprietary to
      Skill Poker and cannot be used by any third parties without prior consent or
      license from Skill Poker.com Inc., which includes both the software operating
      Skill Poker and the provisional patent application. Consideration payable to
      Pokersoft included $30,000 in cash and the issuance of 3,000,000 shares issued
      in accordance with Regulation S of the Securities Act of 1933 (based on the
      closing market price of $0.018 on the date of issue for a total cost of
      $54,000). Ongoing consideration payable to Pokersoft includes a monthly minimum
      of $3,000 or 15% of the gross tournament fees earned by Skill Poker, whichever
      the greater. The development cost of the system will be paid in addition to
      the
      above.





On
      September 17, 2003, our wholly owned subsidiary, SkillPoker.com, Inc. officially
      launched a beta for SkillPoker tournaments on www.SkillPoker.com, the first
      skill based poker site in North America.  On November 15, 2003, our
      wholly owned subsidiary, SkillPoker.com officially released the real money,
      pay-for-play version for SkillPoker tournaments on www.SkillPoker.com. In 2003,
      we generated marginal revenues from the patent pending SkillPoker
      system.  It became apparent that even though the Skill Poker was a
      legal way of playing Poker on line  there was no incentive for players
      that were playing on “illegal” sites to change over to skill poker. LegalPlay
      came to the conclusion that the business model would not succeed until the
      U.S
      Government outlawed all on-line gaming which is logistically almost impossible
      to achieve.





On
      September 15 2003, we changed our name to LegalPlay Entertainment, Inc. in
      accordance with shareholder approval received at the Annual General Meeting
      held
      September 9, 2003. On September 17, 2003, our common stock symbol changed to
      'LPLE' on the NASD OTC Bulletin Board.





On
      January 6, 2004, we issued 605,000 options under the terms of the 1998 Combined
      Incentive and Nonqualified Stock Option Plan to employees, officers and
      directors. These stock options have no vesting provision, with the exercise
      price at $0.11 and will expire in two years from the date of issue. On the
      date
      of the grant, the market price of the stock was equal to the exercise
      price.





On
      January 23, 2004, we entered into a letter of intent with GamblingVision Group
      Inc. (“GamblingVision”) whereby GamblingVision will, subject to the conditions
      of closing, merge with a subsidiary corporation of LegalPlay.





Following
      our due diligence period, we announced on March 31, 2004 that we would not
      be
      completing the transaction to acquire GamblingVision due to our findings that
      the technology was too premature and was not an immediate fit with our core
      business of gaming relating products which do not contravene gaming
      regulations.





-
            4 -
 *Table
            of Contents*





On
      June
      1,2004,
      PokerSoft sent a demand letter to SkillPoker regarding the lack of payment
      of
      the May 2004 invoice in the amount of $3,000. The outstanding payment was not
      made to PokerSoft within the ten days stipulated in their demand letter. On
      June
      15, 2004, SkillPoker received a subsequent letter from PokerSoft giving them
      notice that, effective immediately, they were terminating the License Agreement,
      as per Clause 7(a) of the contract.





On
      February 16, 2005, the Company made the necessary regulatory filings with the
      U.S. Securities and Exchange Commission in regards to their change in
      auditor.





The
      company filed a Form 15-12(g) with the United States Securities and Exchange
      Commission (“SEC”) on March 18, 2005, terminating their obligations as a
      reporting issuer. At that time, the Company did not have the financial resources
      to pay the accounting or legal fees which were necessary to complete the
      regulatory filings for the SEC. As a result of this filing, the company was
      no
      longer listed on the OTC-BB and became listed on the Pink Sheets under the
      trading symbol, LPLE.PK.





InApril
      2005,the Company and SkillPoker
      were in default under the terms and conditions of the Blue Diamond Agreement
      who
      gave written notice to cancel the Agreement and take back the assignment of
      the
      inventions.





On
      April
      14, 2005, the parties entered into an Assignment Agreement, where in
      consideration of the sum of $1.00, SkillPoker assigned to Blue Diamond the
      inventions and patents known as:





Country
                          Serial
                              Number
                          Filing
                              DateUnited
                              States
                          60/393,736
                          July
                              8, 2002United
                              States
                          10/614,752
                          July
                              8,
                              2003





In
      October, 2001, the Company’s wholly-owned subsidiary, Casino Marketing S.A.
      entered an agreement with Genius Goods Inc. for the exclusive marketing and
      licensing rights to the Poker.cc domain name. In November 2003, as a result
      of
      the Company's primary focus on the operation of the patent pending Skill Poker
      system, the agreement was amended such that in consideration for the domain
      name
      Poker.cc, Genius Goods would accept a Skill Poker sub
      license.  Poker.cc never launched a SkillPoker website and it was
      later agreed to transfer the URL, poker.cc, back to Genius Goods
      Inc.  The transfer took place on April 22, 2005 and all dealings
      between the two companies has been subsequently terminated.





On
      April
      25, 2005, the Company reached a Settlement Agreement with Ala Corp. regarding
      the dispute over the Poker.com URL/domain name and trademark dispute. The
      Settlement Agreement outlined the following terms:





·
            Communication
                Services Inc. will pay to the counsel for Uninet and LegalPlay, Kornfeld
                Mackoff Silber, in trust, $435,000 for distribution to both Uninet
                and
                LegalPlay.





·
            Ala
                Corp., and associated parties, agree to transfer to LegalPlay, or
                as they
                may direct, all of their right, title and interest in their 2,403,400
                common shares of LegalPlay
                Entertainment.





As
      a
      result of the Assignment Agreement that the Company entered into with Uninet
      (who agreed to finance the legal fees for a share of the URL) on December 29,
      2004, assigning 90% of any settlement with Communication Services Inc. or Ala
      Corp. to Uninet, the Company received a cash settlement of $42,000 and 250,000
      common shares of LegalPlay.





As
      a
      result of the URL/domain name dispute between the Company and Ala Corp., Antico
      Holdings S.A. (“Antico”) was unable to continue using the poker.com URL and
      suffered substantial damages. As a result, Antico had refused to pay the Company
      the amount of $591,048 until the URL had been reinstated and had demanded
      restitution of the URL or damages





The
      parties agreed that the damages that Antico suffered substantially exceeded
      the
      amount that was owing to LegalPlay. Antico agreed that they would not commence
      legal action for damages on the condition that LegalPlay write-off the debt
      of
      $591,048.





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            5 -
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As
      a
      result of the $43,000 cash settlement that the Company negotiated as part of
      the
      Settlement Agreement with Ala Corp., they had the financial resources to pay
      the
      accounting and legal fees incurred in completing regulatory filings for the
      SEC.
      On June 17, 2005, the Company filed an amendment to the Form 15-12(g) previously
      filed with the SEC on March 18, 2005. The amendment stated that the Company
      wished to withdraw their request to terminate their obligations as a reporting
      issuer.





On
      July
      15, 2005, the Company issued 900,000 common shares, representing 2.71%, of
      LegalPlay to the directors of the Company, as settlement for outstanding
      directors’ fees totaling $9,000.  The debt was settled at an exchange
      price per common share of $0.01 and the shares were issued under the conditions
      of Rule 144 and contain the appropriate restrictive legend.





We
      continued to operate through our three subsidiary companies: Casino Marketing
      S.A., a Costa Rican registered company; 564448 BC Ltd., a British Columbia
      registered company; and Skill Poker.com Inc., a Washington state registered
      company incorporated January 29, 2003 however, it has been decided to dissolve
      these three companies as they are no longer needed by the Company.





On
      March
      1, 2006, the Company agreed to sell all of the issued and outstanding shares
      of
      their wholly-owned subsidiary Skill Poker.com Inc. to Randy Peterson (or his
      nominee) for $1. Mr. Peterson (or his nominee) also agreed to assume all of
      the
      liabilities of Skill Poker.com Inc. The Company has applied to dissolve Casino
      Marketing S.A. and 564448 BC Ltd. as they are no longer needed by the
      Company.





On
      October 31, 2006, the Company's Board of Directors authorized the adopted of
      the
      fifty–for-one stock rollback whereby the record owners of the Company's Common
      Stock shall own one share of Common Stock ("New Common Stock") for every fifty
      shares of Common Stock held by them. The Company will maintain the number of
      authorized post split shares of common stock at 100,000,000 common shares and
      5,000,000 shares of preferred stock both with a par value of $0.01 per share.
      On
      the same date, the Company's Board of Directors authorized to change the name
      of
      the company from LEGALPLAY ENTERTAINMENT INC. to SYNTHENOL INC. The stock
      rollback and corporate name change came to effect on December 18, 2006. Our
      current business strategy is to acquire new Poker software and market the
      software to on-line gaming sites worldwide.





We
      are in
      immediate need of further working capital and are considering options with
      respect to financing in the form of related party advances, debt, equity or
      a
      combination thereof. Management is considering a reverse split in order to
      increase the share price and reduce the number of issued and outstanding
      shares.





**Competition**





The
      on-line gaming market is rapidly evolving and intensely competitive and we
      expect that competition will further intensify in the future. Barriers to entry
      are high.





Many
      of
      our competitors have longer operating histories, larger customer bases, greater
      brand recognition and greater financial, marketing and other resources than
      us.
      We are aware that certain of our competitors have and may continue to adopt
      aggressive policies and devote substantially more resources to website and
      systems development than us. Increased competition may result in reduced
      operating margins, loss of market share and a diminished brand
      franchise.





There
      can
      be no assurance that we will be able to compete successfully against current
      and
      future competitors. New technologies and the expansion of existing technologies
      may increase the competitive pressures on us.





**Internet
      Gaming Companies**





Our
      research shows that there are a number of public and private companies competing
      for market share in the Internet Poker gaming world. We anticipate being able
      to
      provide updated and upgraded software at a highly competitive
      level.





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            6 -
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**Government
      Regulation of the Internet**





We
      may be
      subject, both directly and indirectly, to various laws and regulations relating
      to our business, although there are few laws or regulations directly applicable
      to selling on-line gaming software on the Internet. However, due to the
      increasing popularity and use of the Internet, it is possible that a number
      of
      laws and regulations may be adopted with respect to gaming on the Internet.
      Such
      laws and regulations may cover issues such as user privacy, pricing, content,
      copyrights, distribution and characteristics and quality of products and
      services.





Furthermore,
      the growth and development of the market for online commerce may prompt calls
      for more stringent consumer protection laws that may impose additional burdens
      on those companies conducting business online. The enactment of any additional
      laws or regulations may impede the growth of gaming on the Internet which could,
      in turn decrease the demand for our products and services and increase our
      cost
      of doing business, or otherwise have an adverse effect on us.





**Risk
      Factors**





An
      investment in our common stock involves a high degree of risk. You should read
      the following risk factors carefully before purchasing our common stock. The
      risks and uncertainties described below are not the only ones we face. Other
      risks and uncertainties, including those that we do not currently consider
      material, may impair our business. If any of the risks discussed below actually
      occur, our business, financial condition, operating results or cash flows could
      be materially adversely affected. This could cause the trading price of our
      common stock to decline. The terms "we", "our" and "us" refer to the
      Company.





**Limited
      Operating History**





We
      have a
      short operating history on which to base an evaluation of our business and
      prospects. Our prospects must be considered in light of the risks, expenses
      and
      difficulties frequently encountered by companies in their early stage of
      development, particularly companies in new and rapidly evolving markets such
      as
      online commerce. Such risks include, but are not limited to, possible inability
      to respond promptly to changes in a rapidly evolving and unpredictable business
      environment and the risk of inability to manage growth. To address these risks,
      we must, among other things, develop and expand our customer base, successfully
      implement our business and marketing strategies, continue to develop and upgrade
      website and transaction- processing systems, provide superior customer service,
      respond to competitive developments, and attract and retain qualified personnel.
      If we are not successful in addressing such risks, we may be materially
      adversely affected.





**Dependence
      on Continued Growth of Online Commerce**





Our
      long-term viability is substantially dependent upon the widespread consumer
      acceptance and use of the Internet as a medium of commerce. Use of the Internet
      as a means of effecting monetary transactions is at an early stage of
      development, and demand and market acceptance for recently introduced services
      and products over the Internet remains uncertain. We cannot predict the extent
      to which consumers will be willing to shift their gaming habits to online
      casinos.





The
      Internet may not become a viable commercial marketplace for a number of reasons,
      including potentially inadequate development of the necessary network
      infrastructure, delayed development of enabling technologies and inadequate
      performance improvements. In addition, the Internet's viability as a commercial
      marketplace could be adversely affected by delays in the development of services
      or by increased government regulation. Changes in or insufficient availability
      of telecommunications services to support the Internet also could result in
      slower response times and adversely affect usage of the Internet generally
      and
      us in particular. Moreover, adverse publicity and consumer concern about the
      security of transactions conducted on the Internet and the privacy of users
      may
      also inhibit the growth of commerce on the Internet. If the use of the Internet
      does not continue to grow or grows more slowly than expected, or if the
      infrastructure for the Internet does not effectively support growth that may
      occur, we would be materially adversely affected.





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            7 -
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**Need
      for Additional Funds**





Our
      capital requirements depend on several factors, including the rate of market
      acceptance, the ability to develop new software, the cost of website development
      and upgrades, and other factors. We are in immediate need of further working
      capital and are considering options with respect to financing in the form of
      debt, equity or a combination thereof. There can be no assurance that financing
      will be available in amounts or on terms acceptable to us, if at all. If equity
      securities are issued in connection with a financing, dilution to our
      shareholders may result, and if additional funds are raised through the
      incurrence of debt, we may become subject to restrictions on its operations
      and
      finances.





**Rapid
      Technological Change**





To
      become
      and remain competitive, we intend to develop, enhance and improve the
      responsiveness, functionality and features of proposed sites and develop new
      features to meet customer needs. The Internet is characterized by rapid
      technological change, changes in user and customer requirements and preferences,
      frequent new product and service introductions and the emergence of new industry
      standards and practices that could render our proposed websites, technology
      and
      systems obsolete. Our success will depend, in part, on its ability to license
      leading technologies useful in its business, enhance its proposed services,
      develop new services and technology that address the needs of its proposed
      customers, and respond to technological advances and emerging industry standards
      and practices on a cost-effective and timely basis. If we are unable to use
      new
      technologies effectively or develop and adapt its websites, proprietary
      technology and transaction-processing systems to customer requirements or
      emerging industry standards, it would be materially adversely
      affected.





**Dependence
      on the Communications Infrastructure of the Internet for Transmitting
      Information**





Our
      future success will depend, in significant part, upon the maintenance and growth
      of this infrastructure and any failure or interruption may have a material
      adverse effect on our business. To the extent that this infrastructure continues
      to experience an increased numbers of users, increased frequency of use and
      increased bandwidth requirements of users, we cannot be certain that this
      infrastructure will be able to support the demands placed on it or that the
      performance or reliability of this infrastructure will not be adversely
      affected. Outages and delays in sending or receiving data as a result of damage
      to portions of this infrastructure could also affect our ability to transmit
      information.





**Online
      Security Risks**





If
      our
      Poker software and controls are unable to handle online security risks, its
      business will be adversely affected. These systems use packet filters,
      firewalls, and proxy servers, which are all designed to control and filter
      the
      data. However, advances in computer capabilities, new discoveries in the field
      of cryptography, or other events or developments may make it easier for someone
      to compromise or breach the technology used by us and our sub-licensees to
      protect subscribers' transaction data. If such a breach of security were to
      occur, we could cause interruptions in services and loss of data or cessation
      in
      service. This may also allow someone to introduce a "virus", or other harmful
      component causing an interruption or malfunction.





To
      the
      extent that our activities involve the storage and transmission of information
      such as credit card numbers, security breaches could damage our reputation
      and
      expose us to a risk of loss or litigation and possible liability.





**Dividends**





For
      the
      foreseeable future, we do not intend to pay any dividends on our common stock.
      Any future decision with respect to dividends will depend upon our future
      earnings, future capital needs and operating and financial condition, among
      other factors.





Broker-dealers
      may be discouraged from effecting transactions in our shares because they are
      considered penny stocks and are subject to the penny stock rules.





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            8 -
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Rules
      15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934,
      as
      amended, impose sales practice and disclosure requirements on NASD
      broker-dealers who make a market in "a penny stock". A penny stock generally
      includes any non-NASDAQ equity security that has a market price of less than
      $5.00 per share. Our shares were quoted on the NASD OTC Bulletin Board, and
      the
      price of our shares ranged from $0.35 (low) to $1.20 (high) during the year
      ended December 31, 2006. The closing price of our shares on December, 31, 2006
      was $0.625. Purchases and sales of our shares are generally facilitated by
      NASD
      broker-dealers who act as market makers for our shares. The additional sales
      practice and disclosure requirements imposed upon broker-dealers may discourage
      broker-dealers from effecting transactions in our shares, which could severely
      limit the market liquidity of the shares and impede the sale of our shares
      in
      the secondary market.





Under
      the
      penny stock regulations, a broker-dealer selling penny stock to anyone other
      than an established customer or "accredited investor" (generally, an individual
      with net worth in excess of $1,000,000 or an annual income exceeding $200,000,
      or $300,000 together with his or her spouse) must make a special suitability
      determination for the purchaser and must receive the purchaser's written consent
      to the transaction prior to sale, unless the broker-dealer or the transaction
      is
      otherwise exempt.





In
      addition, the penny stock regulations require the broker-dealer to deliver,
      prior to any transaction involving a penny stock, a disclosure schedule prepared
      by the Commission relating to the penny stock market, unless the broker-dealer
      or the transaction is otherwise exempt. A broker-dealer is also required to
      disclose commissions payable to the broker-dealer and the registered
      representative and current quotations for the securities. Finally, a
      broker-dealer is required to send monthly statements disclosing recent price
      information with respect to the penny stock held in a customer's account and
      information with respect to the limited market in penny stocks.





**Other
      Information**





Neither
      the Company nor any of its subsidiaries engaged in any research and development
      activities during 2006. We do not manufacture any products or engage in any
      activity that requires compliance with environmental laws.








**Item
                2.**
            **Description
                of Property**





In
      2004,
      we occupied 1,145 square feet of commercial space at #630-1188 West Georgia
      Street in Vancouver, British Columbia, Canada. This facility housed all of
      our
      operations including technical, marketing and administration for all of our
      subsidiaries. The annual cost of the space at the West Georgia location
      was


approximately
      $13,400. On January 1, 2005, we relocated our offices to Suite 201, 1166 Alberni
      Street, Vancouver, British Columbia, Canada. The cost of the space at the
      Alberni Street location was approximately $2,400 per annum. In order to save
      costs we have subsequently moved our offices to #206-388 Drake Street, Vancouver
      where we share offices provided by one of our shareholders.








**Item
                3.**
            **Legal
                Proceedings**





On
      December 6, 2002, the domain www.poker.com was re-directed without our consent
      or knowledge by Ala Corp., a company registered under the laws of Antigua and
      whose principal is Ms. Liz Bryce of Vancouver, British Columbia, Canada. The
      domain was originally licensed from Ala Corp. to Uninet Technologies Inc.
      (“Uninet”) in 1999.  Uninet immediately sub-licensed the domain to us.
      In turn, we sub-licensed the domain to Antico Holdings S.A. of Costa Rica for
      the operating casino and/or card rooms. We retained all other rights to the
      domain name including developing the web site as a portal, marketing casinos
      and
      card rooms and other gaming software.





Ms.
      Bryce, through Ala Corp., owned 1,297,900 shares, or 3.81%, of our issued and
      outstanding common stock. In addition, Ms. Bryce's parents collectively owned
      1,105,500 shares, or 3.24%, of our common stock. As of December 31, 2004, Ms.
      Bryce, together with her parents, owned directly and indirectly, a total of
      2,403,400 shares or 7.05% of our common stock. In August 2005, these common
      shares were transferred from Ms. Bryce and her parents to LegalPlay and Uninet,
      as part of the Settlement Agreement.





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Although
      contemplated in the agreements between Ala Corp. and Uninet and between Uninet
      and us, Ala Corp. failed to provide Uninet or us with any notice that it was
      redirecting the domain. As such, we were unaware of any allegations of
      contractual breach and management is of the opinion that all obligations, as
      set
      forth by the terms and conditions of the agreements, have been fulfilled and
      we
      are not aware of any reason for this dispute.





We
      agreed
      with Uninet (who would be entitled to 50% of the URL if they co-joined an
      action) to jointly pursue all legal avenues available to retain the exclusive
      right to use www.poker.com and to enforce the provisions of the agreement
      between Ala Corp. and Uninet.





After
      the
      domain was redirected, Ala Corp. transferred the registered owner of the domain
      to Communications Services Inc. (“CSI”), a company registered in Western Samoa
      and the registrar was changed from California-based Verisign Inc. to
      Australia-based Fabulous.com.





Together
      with Uninet, we applied to The Internet Corporation for Assigned Names and
      Numbers (ICANN), a governing body which oversees domain registration and use
      issues, for the purpose of obtaining a decision on the basis of the wrongful
      redirection of www.poker.com.  ICANN, however, ruled on January 21,
      2003 that since the domain is now registered in the name of Communication
      Services Inc., it could only decide on a dispute between Ala Corp., the previous
      registered owner of the domain and CSI. Together with Uninet, we did not have
      any standing to apply for relief with ICANN since neither of us were ever the
      registered owner of the domain name.





On
      February 28, 2003, together with Uninet, we sued CSI in the Supreme Court of
      British Columbia, Canada for a declaration that as a successor and assignee
      of
      Ala Corp., CSI is a trustee of the domain name for the benefit of Uninet and
      us:





·
            an
                accounting for profits earned by CSI through the wrongful use of
                the
                domain name


·
            a
                declaration that Ala and Communication are bound by the License Agreement
                between Ala and Uninet


·
            a
                declaration that Uninet and us are entitled to the exclusive use
                of the
                domain name.





On
      November 3, 2003, we received notice from the Supreme Court of British Columbia
      that we were successful in establishing a substantial connection between the
      claims CSI was making and the jurisdiction in British Columbia. LegalPlay
      Entertainment Inc. can therefore pursue its case against CSI in British Columbia
      in connection with the litigation regarding the URL www.poker.com. Parallel
      arbitration proceedings against Ala Corp. remain under way.





In
      2004,
      together with Uninet, we proceeded to arbitration (in accordance with the terms
      and conditions of the agreement) with ALA Corp. in Vancouver, British Columbia,
      Canada to assert Uninet and our rights under the agreements.  We
      selected the mutually acceptable arbitrator, Fasken Martineau DuMoulin
      LLP.





In
      the
      meantime, together with Uninet, we requested that the current registrar,
      Fabulous.com impose a lock on the domain name, www.poker.com, pending the
      outcome of the Supreme Court action and the arbitration, which means the domain
      cannot be transferred to either another owner or to another
      registrar.





As
      mentioned above, we sub-licensed the domain name to Antico Holdings S.A.
      (“Antico”) of Costa Rica to use the domain for operating casinos and/or card
      rooms. Antico notified us that it had ceased all payments of royalties payable
      to us pending resolution to the dispute over the right to use the domain. It
      is
      anticipated that Antico will allege that we are responsible for damages incurred
      by Antico as a result of the dispute. We intend to defend any claims and will
      appropriately claim similarly against Uninet Technologies Inc., ALA Corp. and
      CSI.





In
      April
      2005, we reached an agreement with Antico confirming that the damages that
      Antico suffered substantially exceeded the amount that was owing to LegalPlay
      in
      unpaid royalties. Antico agreed that they would not commence legal action for
      damages on the condition that LegalPlay write off the outstanding
      debt.


On
      April
      25, 2005, the Company reached a Settlement Agreement with Ala Corp. regarding
      the dispute over the URL/domain name and trademark dispute.





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            10 -
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As
      at
      December 31, 2006, no federal, state or local governmental agency is presently
      contemplating any proceedings against us. Other than as described above, no
      director, executive officer or affiliate thereof or owner of record or
      beneficially of more than five percent of our common stock is a party adverse
      to
      or has a material interest adverse to us in any proceeding.








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





No
      matters were submitted to a vote of security holders during the year of
      2006





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            11 -
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**PART
      II**





**Item
                5.**
            **Market
                for Common Equity and Related Stockholders
                Matters**





**Market
      Information**





There
      is
      no "established trading market" for shares of our common stock. As of December
      31, 2006 common stock was quoted on the NASD OTC Bulletin Board under the symbol
      "STHL". No assurance can be given that any "established trading market" for
      our
      common stock will develop or be maintained.





The
      range
      of high and low closing bid quotations for our common stock during each quarter
      of the calendar years ended December 31 2006, 2005, and 2004 is shown below,
      as
      quoted by Reuters. Prices are inter-dealer quotations, without retail mark-up,
      markdown or commissions and may not represent actual transactions.





**Stock
      Quotations**


**Quarter
                            Ended**
                        **High
                            Bid**
                        **Low
                            Bid**March
                            31 2005
                        1.900
                        0.125June
                            30 2005
                        2.300
                        0.125September
                            30 2005
                        1.300
                        0.200December
                            31 2005
                        $0.625
                        $0.200March
                            31 2006
                        1.000
                        0.200June
                            30 2006
                        1.000
                        0.500September
                            2006
                        0.600
                        0.400December
                            2006
                        0.625
                        0.350








The
      future sale of our presently outstanding "unregistered" and "restricted" common
      stock by present members of management and persons who own more than five
      percent of our outstanding voting securities may have an adverse effect on
      any
      "established trading market" that may develop in the shares of our common
      stock.





**Holders**





As
      of
      December 31, 2006, we had 47 shareholders of record of common stock, including
      shares held by brokerage clearing houses, depositories or otherwise in
      unregistered form. We do not know the beneficial owners of such
      shares.





**Item
                6.**
            **Management's
                Discussion and Analysis of Plan of
                Operations**





You
      should read the following discussion and analysis in conjunction with the
      audited consolidated financial statements and notes thereto appearing elsewhere
      in this annual report on Form 10-KSB.





**Results
      of Operations**





**Year
      ended December 31, 2006 Compared to Year ended December 31,
      2005**





General
      Description


Our
      current business strategy is to develop our own Poker software and market the
      software to on-line gaming sites worldwide.





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            12 -
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Revenue


We
      had
      continuing revenue of $nil and discontinued operations revenue of $nil for
      the
      twelve months ended December 31, 2006 and 2005.





General
      and Administrative Operating Expenses


Our
      total
      general and administrative operating expenses were $66,281 in fiscal 2006,
      compared to $59,413 in fiscal 2005. The increase is due to higher office
      supplies and services in relation to SEC filings. Company was able to cut back
      on management/consulting fees, professional fees, and rent during the period
      ended December 31, 2006.





The
      following are general and administrative expenses categories decreased
      significantly during the year ended December 31, 2006 compared to the same
      period in 2005:








**General
                                and Administrative Operating Expenses**
                            **2006**
                            **2005**Management
                                and consulting fees
                            17,723
                            19,063Office
                                supplies and services
                            16,305
                            4,737Professional
                                Fees
                            31,340
                            32,998Rent
                            367
                            2,568








Net
      loss


Net
      loss
      for fiscal 2006 was $36,575 compared to net loss of $54,416 in fiscal 2005.
      The
      change is due to increase of $29,684 from sale of discontinued operations and
      $11,568 decrease from office supplies and services for increasing filing and
      auditing fees. We had basic net loss of $0.05 per share in 2006 compared to
      loss
      of $0.08 per share in 2005.





**Liquidity
      and Capital Resources**





On
      December 31, 2006, our working capital deficit was $212,546 compared to $201,534
      at December 31, 2005. At December 31, 2006, the Company had cash and cash
      equivalents totaling $13,462 compared to $9,015 at December 31,
      2005.  We are in immediate need of further working capital and are
      considering options with respect to financing in the form of debt, equity or
      a
      combination thereof.





Net
      cash
      increase for the year ended December 31, 2006 was $6,697.  The
      increase in cash was mainly due to $24,500 provided by financing activities
      for
      operating expenses.





Net
      cash
      used for investing activities for the year ended December 31, 2005 was
      $1.





The
      Company's ability to continue as a going concern and fund operations in 2007
      is
      contingent upon its ability to raise funds through equity or debt
      financing.





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**Item
                7.**
            **Financial
                Statements and Supplementary
                Data**














**SYNTHENOL
      INC.**





**(Formerly
      Legalplay Entertainment Inc.)**


(A
      Development Stage Company)


CONSOLIDATED
      FINANCIAL STATEMENTS


December
      31, 2006





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            14 -
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**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**








To
      the
      Stockholders and Board of Directors of


Synthenol
      Inc. (formerly LegalPlay Entertainment Inc.)





We
      have
      audited the accompanying consolidated balance sheet of Synthenol Inc. (formerly
      LegalPlay Entertainment Inc.), a development stage company, as of December
      31,
      2006 and the consolidated statements of operations, stockholders’ deficit, and
      cash flows for the year then ended and the cumulative period from January 1,
      2004 (inception) to December 31, 2006.  These financial statements are
      the responsibility of the Company's management.  Our responsibility is
      to express an opinion on these financial statements based on our
      audit.  The consolidated financial statements as of December 31, 2005
      and for the period from January 1, 2004 (inception) to December 31, 2005 were
      audited by other auditors whose report dated March 1, 2006, on those statements
      included an explanatory paragraph that described the Company’s working capital
      deficiency with no established source of revenue and its dependence on its
      ability to raise capital from shareholders or other sources to sustain
      operations, discussed in Note 1 to the financial statements.. The consolidated
      financial statements for the period January 1, 2004 (inception) to December
      31,
      2005 reflect a total net loss of $831,739 of the related cumulative
      totals.  Our opinion, insofar as it relates to amounts included for
      such prior periods, is based solely on the reports of such other
      auditors.





We
      conducted our audit 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.  The Company
      is not required to have, nor were we engaged to perform, an audit of its
      internal control over financial reporting. Our audit 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. An audit
      also
      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 audit provides a reasonable basis
      for our opinion.





In
      our
      opinion, based on our audit and the reports of other auditors, these
      consolidated financial statements present fairly, in all material respects,
      the
      financial position of Synthenol Inc. as of December 31, 2006 and the results
      of
      its operations and its cash flows for the year then ended and for the period
      from January 1, 2004 (inception) to December 31, 2006, in conformity with
      accounting principles generally accepted in the United States of
      America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern.  As discussed in Note 1 to the
      financial statements, to date the Company has reported losses since inception
      from operations and requires additional funds to meet its obligations and fund
      the costs of its operations.  These factors raise substantial doubt
      about the Company’s ability to continue as a going
      concern.  Management’s plans in this regard are described in Note
      1.  The financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.





*“DMCL”*





DALE
      MATHESON CARR-HILTON LABONTE LLP


Chartered
      Accountants





Vancouver,
      Canada


March
      20,
      2007







Vancouver
                Suite
                    1500-1140 West Pender Street, Vancouver, B.C., Canada V6E 4G1,
                    Tel: 604
                    687 4747 Ÿ
                    Fax: 604 689 2778 - Main ReceptionSouth
                    Surrey
                Suite
                    301 - 1656 Martin Drive, White Rock, B.C., Canada V4A 6E7, Tel:
                    604 531
                    1154 Ÿ
                    Fax
                    604 538 2613Port
                    Coquitlam
                Suite
                    700 - 2755 Lougheed Highway, Pork Coquitlam, B.C., Canada V3B
                    5Y9, Tel:
                    604 941 8266 Ÿ
                    Fax: 604941
                    0971




-
            15 -
 *Table
            of Contents*





**SYNTHENOL
      INC.**


(Formerly
      Legalplay Entertainment Inc.)


(A
      Development Stage Company)


CONSOLIDATED
      BALANCE SHEETS





**ASSETS**
                      
                      December
                          31,
                        2006
                      
                      
                      December
                          31,
                        2005CurrentCash
                      
                      $
                      13,462
                      
                      
                      $
                      6,765Amounts
                          receivable
                      
                      
                      -
                      
                      
                      
                      2,250$
                      13,462
                      
                      
                      $
                      9,015**LIABILITIES
                          AND STOCKHOLDERS’ DEFICIT**CurrentAccounts
                          payable and accrued liabilities (Note 4)
                      
                      $
                      118,577
                      
                      
                      $
                      102,943Current
                          liabilities of discontinued operations
                      
                      
                      -
                      
                      
                      
                      30,768Notes
                          payable (Note 3)
                      
                      
                      107,431
                      
                      
                      
                      76,838226,008
                      
                      
                      
                      210,549Commitments
                          and Contingency (Notes 1 and 3)Capital
                          stockPreferred
                          stock, $0.01 par value, 5,000,000 shares authorized, no
                          shares issued or
                          outstandingCommon
                          stock and paid-in capital (Note 5) 100,000,000 shares authorized
                          with a
                          par value of $0.01 731,521 (December 31, 2005: 681,521)
                          shares issued and
                          outstanding
                      
                      
                      7,315
                      
                      
                      
                      6,815Treasury
                          stock, at cost, 540 shares (December 31, 2005: 540)
                      
                      
                      (270
                      )
                      
                      
                      (270
                      )Additional
                          paid-in capital
                      
                      
                      1,953,614
                      
                      
                      
                      1,929,114Other
                          comprehensive income
                      
                      
                      18,604
                      
                      
                      
                      18,041Deficit
                      
                      
                      (1,305,454
                      )
                      
                      
                      (1,305,454
                      )Deficit
                          accumulated during the development stage
                      
                      
                      (886,355
                      )
                      
                      
                      (849,780
                      )(212,546
                      )
                      
                      
                      (201,534
                      )$
                      13,462
                      
                      
                      $
                      9,015




SEE
        ACCOMPANYING NOTES


-
            16 -
 *Table
            of Contents*





**SYNTHENOL
      INC.**


(Formerly
      Legalplay Entertainment Inc.)


(A
      Development Stage Company)


CONSOLIDATED
      STATEMENTS OF OPERATIONS





Years
                    ended
                  December
                    31,
                
                
                January
                    1,
                  2004
                    (Date of
                  inception
                    of
                  development
                  stage)
                    to
                  December
                    31,2006
                
                
                2005
                
                
                2006General
                    and Administrative ExpensesAmortization
                
                $
                -
                
                
                $
                -
                
                
                $
                27,077Bad
                    debt
                
                
                478
                
                
                
                47
                
                
                
                525Corporation
                    promotion
                
                
                68
                
                
                
                -
                
                
                
                13,920Insurance
                
                
                -
                
                
                
                -
                
                
                
                15,901Management
                    and consulting fees
                
                
                17,723
                
                
                
                19,063
                
                
                
                114,858Office
                    supplies and services
                
                
                16,305
                
                
                
                4,737
                
                
                
                47,410Professional
                    fees
                
                
                31,340
                
                
                
                32,998
                
                
                
                207,719Rent
                
                
                367
                
                
                
                2,568
                
                
                
                16,311Wages
                
                
                -
                
                
                
                -
                
                
                
                84,258Loss
                    before other items
                
                
                (66,281
                )
                
                
                (59,413
                )
                
                
                (527,979
                )Other
                    itemsLoss
                    on disposition of equipment
                
                
                -
                
                
                
                -
                
                
                
                (15,028
                )Write-down
                    of intangible assets
                
                
                -
                
                
                
                (3
                )
                
                
                (50,001
                )Write-off
                    of notes payable
                
                
                -
                
                
                
                -
                
                
                
                14,823Gain
                    on settlement of lawsuit
                
                
                -
                
                
                
                -
                
                
                
                44,445Loss
                    from continuing operations
                
                
                (66,281
                )
                
                
                (59,416
                )
                
                
                (533,740
                )Operating
                    income (loss) from discontinued operations (Schedule 1)
                
                
                22
                
                
                
                5,000
                
                
                
                (382,299
                )Gain
                    on sale of discontinued operations(Schedule 1 and Note 6)
                
                
                29,684
                
                
                
                -
                
                
                
                29,684Net
                    loss
                
                $
                (36,575
                )
                
                $
                (54,416
                )
                
                $
                (886,355
                )Basic
                    and diluted loss per share
                
                $
                (0.05
                )
                
                $
                (0.08
                )Weighted
                    average number of shares outstanding
                
                
                728,087
                
                
                
                671,905




SEE
        ACCOMPANYING NOTES




-
            17 -
 *Table
            of Contents*





**SYNTHENOL
      INC.**


(Formerly
      Legalplay Entertainment Inc.)


(A
      Development Stage Company)


CONSOLIDATED
      STATEMENTS OF CASH FLOWS





Years
                    ended
                  December
                    31,
                
                
                January
                    1, 2004 (Date
                  of
                    Inception of
                  Development
                  Stage)
                    to
                  December
                    31,2006
                
                
                2005
                
                
                2006Cash
                    Flows from Operating ActivitiesLoss
                    from continuing operations
                
                $
                (66,281
                )
                
                $
                (54,416
                )
                
                $
                (533,740
                )Add
                    (deduct) items not affecting cash:Amortization
                
                
                -
                
                
                
                -
                
                
                
                27,077Issuance
                    of common stock for services
                
                
                -
                
                
                
                -
                
                
                
                1,000Stock-based
                    compensation
                
                
                -
                
                
                
                -
                
                
                
                4,460Loss
                    on disposition of equipment
                
                
                -
                
                
                
                -
                
                
                
                225,184Write-down
                    of intangible assets
                
                
                -
                
                
                
                3
                
                
                
                360,001Write-off
                    of notes payable
                
                
                -
                
                
                
                -
                
                
                
                (18,729
                )Gain
                    on settlement of lawsuit
                
                
                -
                
                
                
                -
                
                
                
                (44,445
                )Changes
                    in non-cash working capital items:Amounts
                    receivable
                
                
                2,250
                
                
                
                42,566
                
                
                
                -Accounts
                    payable and accrued liabilities
                
                
                15,634
                
                
                
                (31,634
                )
                
                
                118,577Accrued
                    interest on notes payable
                
                
                5,593
                
                
                
                -
                
                
                
                5,593Prepaid
                    expenses and deposits
                
                
                -
                
                
                
                3,074
                
                
                
                -Cash
                    provided by (used in) continuing operations
                
                
                (42,804
                )
                
                
                (40,407
                )
                
                
                144,978Discontinued
                    operations
                
                
                (1,063
                )
                
                
                -
                
                
                
                (553,150
                )Net
                    cash used in operating activities
                
                
                (43,867
                )
                
                
                (40,407
                )
                
                
                (408,172
                )Cash
                    Flows from Investing ActivitiesProceeds
                    from sale of subsidiary (Note 6)
                
                
                1
                
                
                
                -
                
                
                
                1Proceeds
                    from assets disposition
                
                
                -
                
                
                
                -
                
                
                
                5,458Purchase
                    of equipment
                
                
                -
                
                
                
                -
                
                
                
                (5,808
                )Net
                    cash provided by (used in) investing activities
                
                
                1
                
                
                
                -
                
                
                
                (349
                )Cash
                    Flows from Financing ActivitiesProceeds
                    from notes payable
                
                
                50,000
                
                
                
                47,796
                
                
                
                213,614Proceeds
                    from issuance of common stock
                
                
                -
                
                
                
                -
                
                
                
                1,000Net
                    cash provided by financing activities
                
                
                50,000
                
                
                
                47,796
                
                
                
                214,614Effect
                    of exchange rate changes on cash
                
                
                563
                
                
                
                (702
                )
                
                
                (2,148
                )Net
                    increase (decrease) in cash from continuing operations
                
                
                6,697
                
                
                
                6,687
                
                
                
                (196,055
                )Cash,
                    beginning
                
                
                6,765
                
                
                
                78
                
                
                
                209,517Cash,
                    ending
                
                $
                13,462
                
                
                $
                6,765
                
                
                $
                13,462




SEE
        ACCOMPANYING NOTES


-
            18 -
 *Table
            of Contents*





**SYNTHENOL
      INC.**


(Formerly
      Legalplay Entertainment Inc.)


(A
      Development Stage Company)


CONSOLIDATED
      STATEMENTS OF CASH FLOWS (continued)




Years
                    ended
                  December
                    31,
                
                
                January
                    1, 2004 (Date
                  of
                    Inception of
                  Development
                  Stage)
                    to
                  December
                    31,2006
                
                
                2005
                
                
                2006Supplemental
                    Disclosure of Cash Flow Information and Non-cash Investing and
                    Financing
                    Activities:Cash
                    paid for:Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Income
                    taxes (recovery)
                
                $
                -
                
                
                $
                -
                
                
                $
                (3,934
                )Common
                    shares issued to settle notes payable
                
                $
                25,000
                
                
                $
                -
                
                
                $
                25,000




SEE
        ACCOMPANYING NOTES




-
            19 -
 *Table
            of Contents*





**SYNTHENOL
      INC.**


(Formerly
      Legalplay Entertainment Inc.)


(A
      Development Stage Company)


CONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ DEFICIT





Common
                        Shares
                    
                    
                    Treasury
                    
                    
                    Additional
                      Paid-in
                    
                    
                    Subscriptions
                    
                    
                    Accumulated
                      Other
                      Comprehensive
                    
                    
                    
                    
                    
                    Deficit
                      Accumulated
                      During
                        the
                      DevelopmentNumber
                    
                    
                    Amount
                    
                    
                    Stock
                    
                    
                    Capital
                    
                    
                    Received
                    
                    
                    Income
                    
                    
                    Deficit
                    
                    
                    Stage
                    
                    
                    TotalMay
                        3, 1989 ( Inception) through December 31, 1997
                    
                    
                    60,021
                    
                    
                    $
                    600
                    
                    
                    $
                    -
                    
                    
                    $
                    9,400
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    (10,000
                    )
                    
                    $
                    -
                    
                    
                    $
                    -Net
                        loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (148,931
                    )
                    
                    
                    -
                    
                    
                    
                    (148,931
                    )Shares
                        issued for cash
                    
                    
                    180,000
                    
                    
                    
                    1,800
                    
                    
                    
                    -
                    
                    
                    
                    148,200
                    
                    
                    
                    2,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    152,000Balance
                        at December 31, 1998
                    
                    
                    240,021
                    
                    
                    
                    2,400
                    
                    
                    
                    -
                    
                    
                    
                    157,600
                    
                    
                    
                    2,000
                    
                    
                    
                    -
                    
                    
                    
                    (158,931
                    )
                    
                    
                    -
                    
                    
                    
                    3,069Net
                        loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (511,587
                    )
                    
                    
                    -
                    
                    
                    
                    (511,587
                    )Foreign
                        currency translation adjustment
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (14,130
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (14,130
                    )Share
                        issued for services
                    
                    
                    15,000
                    
                    
                    
                    150
                    
                    
                    
                    -
                    
                    
                    
                    124,850
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    125,000Subscription
                        receivable
                    
                    
                    12,000
                    
                    
                    
                    120
                    
                    
                    
                    -
                    
                    
                    
                    99,880
                    
                    
                    
                    8,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    108,000Share
                        issued for intangible assets
                    
                    
                    15,000
                    
                    
                    
                    150
                    
                    
                    
                    -
                    
                    
                    
                    124,850
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    125,000Balance
                        at December 31, 1999
                    
                    
                    282,021
                    
                    
                    
                    2,820
                    
                    
                    
                    -
                    
                    
                    
                    507,180
                    
                    
                    
                    10,000
                    
                    
                    
                    (14,130
                    )
                    
                    
                    (670,518
                    )
                    
                    
                    -
                    
                    
                    
                    (164,648
                    )Net
                        loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (339,063
                    )
                    
                    
                    -
                    
                    
                    
                    (339,063
                    )Foreign
                        currency translation adjustment
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    18,885
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    18,885Shares
                        issued for cash
                    
                    
                    21,600
                    
                    
                    
                    216
                    
                    
                    
                    -
                    
                    
                    
                    259,784
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    260,000Shares
                        issued for settlement of debt
                    
                    
                    4,500
                    
                    
                    
                    45
                    
                    
                    
                    -
                    
                    
                    
                    174,955
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    175,000Subscription
                        receivable
                    
                    
                    600
                    
                    
                    
                    6
                    
                    
                    
                    -
                    
                    
                    
                    9,994
                    
                    
                    
                    (200
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    9,800Subscription
                        received
                    
                    
                    30,000
                    
                    
                    
                    300
                    
                    
                    
                    -
                    
                    
                    
                    499,700
                    
                    
                    
                    (9,350
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    490,650Stock
                        option benefit
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    14,235
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    14,235Balance
                        at December 31, 2000
                    
                    
                    338,721
                    
                    
                    
                    3,387
                    
                    
                    
                    -
                    
                    
                    
                    1,465,848
                    
                    
                    
                    450
                    
                    
                    
                    4,755
                    
                    
                    
                    (1,009,581
                    )
                    
                    
                    -
                    
                    
                    
                    464,859Net
                        loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    375,621
                    
                    
                    
                    -
                    
                    
                    
                    375,621Foreign
                        currency translation adjustment
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    13,629
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    13,629Shares
                        issued for cash
                    
                    
                    300
                    
                    
                    
                    3
                    
                    
                    
                    -
                    
                    
                    
                    2,247
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    2,250Subscription
                        received
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    200
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    200Stock
                        option benefit
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    118,920
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    118,920Repurchase
                        of common stock for treasury
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (270
                    )
                    
                    
                    (6,611
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (6,881
                    )Balance
                        at December 31, 2001
                    
                    
                    339,021
                    
                    
                    
                    3,390
                    
                    
                    
                    (270
                    )
                    
                    
                    1,580,404
                    
                    
                    
                    650
                    
                    
                    
                    18,384
                    
                    
                    
                    (633,960
                    )
                    
                    
                    -
                    
                    
                    
                    968,598Net
                        loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    (63,864
                    )
                    
                    
                    -
                    
                    
                    
                    (63,864
                    )Foreign
                        currency translation adjustment
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    (1,155
                    )
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    (1,155
                    )Shares
                        issued for cash
                    
                    
                    4,500
                    
                    
                    
                    45
                    
                    
                    
                    -
                    
                    
                    
                    33,705
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    33,750Balance
                        at December 31, 2002
                    
                    
                    343,521
                    
                    
                    
                    3,435
                    
                    
                    
                    (270
                    )
                    
                    
                    1,614,109
                    
                    
                    
                    650
                    
                    
                    
                    17,229
                    
                    
                    
                    (697,824
                    )
                    
                    
                    -
                    
                    
                    
                    937,329




SEE
      ACCOMPANYING NOTES




-
            20 -
 *Table
            of Contents*





**SYNTHENOL
      INC.**


(Formerly
      Legalplay Entertainment Inc.)


(A
      Development Stage Company)


CONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ DEFICIT (continued)





Common
                          Shares
                      
                      
                      Treasury
                      
                      
                      Additional
                        Paid-in
                      
                      
                      Subscriptions
                      
                      
                      Accumulated
                        Other
                        Comprehensive
                      
                      
                      
                      
                      
                      Deficit
                        Accumulated
                        During
                          the
                        DevelopmentNumber
                      
                      
                      Amount
                      
                      
                      Stock
                      
                      
                      Capital
                      
                      
                      Received
                      
                      
                      Income
                      
                      
                      Deficit
                      
                      
                      Stage
                      
                      
                      TotalBalance
                          at December 31, 2002
                      
                      
                      343,521
                      
                      
                      
                      3,435
                      
                      
                      
                      (270
                      )
                      
                      
                      1,614,109
                      
                      
                      
                      650
                      
                      
                      ****
                      17,229
                      
                      
                      
                      (697,824
                      )
                      
                      
                      -
                      
                      
                      
                      937,329Net
                          loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (607,630
                      )
                      
                      
                      -
                      
                      
                      
                      (607,630
                      )Foreign
                          currency translation adjustment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,752
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,752Stock
                          option benefit
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      11,800
                      
                      
                      
                      
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      11,800Cancellation
                          of agreement
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      (650
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (650
                      )Share
                          issues for cash on exercise of options
                      
                      
                      12,000
                      
                      
                      
                      120
                      
                      
                      
                      -
                      
                      
                      
                      11,880
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      12,000Share
                          issues for consulting services
                      
                      
                      45,000
                      
                      
                      
                      450
                      
                      
                      
                      -
                      
                      
                      
                      49,675
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      50,125Share
                          issues for intangible assets
                      
                      
                      60,000
                      
                      
                      
                      600
                      
                      
                      
                      -
                      
                      
                      
                      104,400
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      105,000Share
                          issued for software
                      
                      
                      60,000
                      
                      
                      
                      600
                      
                      
                      
                      -
                      
                      
                      
                      53,400
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      54,000Balance
                          at December 31, 2003
                      
                      
                      520,521
                      
                      
                      
                      5,205
                      
                      
                      
                      (270
                      )
                      
                      
                      1,845,264
                      
                      
                      
                      -
                      
                      
                      
                      18,981
                      
                      
                      
                      (1,305,454
                      )
                      
                      
                      -
                      
                      
                      
                      563,726Net
                          loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (795,364
                      )
                      
                      
                      (795,364
                      )Foreign
                          currency translation adjustment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (238
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (238
                      )Stock-based
                          compensation
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,460
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,460Shares
                          issued for cash on exercise of options
                      
                      
                      1,000
                      
                      
                      
                      10
                      
                      
                      
                      -
                      
                      
                      
                      990
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,000Share
                          issued for debt
                      
                      
                      140,000
                      
                      
                      
                      1,400
                      
                      
                      
                      -
                      
                      
                      
                      68,600
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      70,000Share
                          issued for consulting services
                      
                      
                      2,000
                      
                      
                      
                      20
                      
                      
                      
                      -
                      
                      
                      
                      980
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,000Balance
                          at December 31, 2004
                      
                      
                      663,521
                      
                      
                      
                      6,635
                      
                      
                      
                      (270
                      )
                      
                      
                      1920,294
                      
                      
                      
                      -
                      
                      
                      
                      18,743
                      
                      
                      
                      (1,305,454
                      )
                      
                      
                      (795,364
                      )
                      
                      
                      (155,416
                      )Net
                          loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (54,416
                      )
                      
                      
                      (54,416
                      )Foreign
                          currency translation adjustment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (702
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (702
                      )Share
                          issues for consulting services
                      
                      
                      18,000
                      
                      
                      
                      180
                      
                      
                      
                      -
                      
                      
                      
                      8,820
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      9,000Balance
                          at December 31, 2005
                      
                      
                      681,521
                      
                      
                      
                      6,815
                      
                      
                      
                      (270
                      )
                      
                      
                      1,929,114
                      
                      
                      
                      -
                      
                      
                      
                      18,041
                      
                      
                      
                      (1,305,454
                      )
                      
                      
                      (849,780
                      )
                      
                      
                      (201,534
                      )Net
                          loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (36,575
                      )
                      
                      
                      (36,575
                      )Foreign
                          currency translation adjustment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      563
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      563Share
                          issues for debt
                      
                      
                      50,000
                      
                      
                      
                      500
                      
                      
                      
                      -
                      
                      
                      
                      24,500
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      25,000Balance
                          at December 31, 2006
                      
                      
                      731,521
                      
                      
                      $
                      7,315
                      
                      
                      $
                      (270
                      )
                      
                      $
                      1,953,614
                      
                      
                      $
                      -
                      
                      
                      $
                      18,604
                      
                      
                      $
                      (1,305,454
                      )
                      
                      $
                      (886,355
                      )
                      
                      $
                      (212,546
                      )





SEE
      ACCOMPANYING NOTES




-
            21 -
 *Table
            of Contents*





Schedule
      1


**SYNTHENOL
      INC.**


(Formerly
      Legalplay Entertainment Inc.)


(A
      Development Stage Company)


STATEMENT
      OF OPERATIONS FROM DISCONTINUED OPERATIONS





Years
                    ended
                  December
                    31,
                
                
                January
                    1, 2004
                  (Date
                    of
                  Inception
                    of
                  Development
                  Stage)
                    to
                  December
                    31,2006
                
                
                2005
                
                
                2006Amortization
                
                $
                -
                
                
                $
                -
                
                
                $
                57,051Management
                    and consulting fees
                
                
                -
                
                
                
                -
                
                
                
                165Professional
                    fees
                
                
                -
                
                
                
                -
                
                
                
                5,606Office
                    supplies and services
                
                
                (22
                )
                
                
                -
                
                
                
                2,975Royalty,
                    software and advertising
                
                
                -
                
                
                
                -
                
                
                
                69,251(22
                )
                
                
                -
                
                
                
                (135,048
                )Write-down
                    of intangible assets
                
                
                -
                
                
                
                -
                
                
                
                (155,000
                )Forgiveness
                    of debts
                
                
                -
                
                
                
                -
                
                
                
                1,953Loss
                    on disposition of equipment
                
                
                -
                
                
                
                -
                
                
                
                (105,078
                )Incidental
                    revenue
                
                
                -
                
                
                
                5,000
                
                
                
                10,874-
                
                
                
                5,000
                
                
                
                (247,251
                )Operating
                    income (loss) from discontinued operations
                
                
                22
                
                
                
                5,000
                
                
                
                (382,299
                )Gain
                    on disposition of subsidiary – Note 6
                
                
                29,684
                
                
                
                -
                
                
                
                29,684Net
                    income (loss) attributed to discontinued operations
                
                $
                29,706
                
                
                $
                5,000
                
                
                $
                (352,615
                )




SEE
      ACCOMPANYING NOTES




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            22 -
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            of Contents*





SYNTHENOL
      INC.


(Formerly
      Legalplay Entertainment Inc.)


(A
      Development Stage Company)


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


December
      31, 2006








Note
                1
            Nature
                and Continuance of Operations





Synthenol
      Inc. (the “Company”) was incorporated under the laws of the State of Florida on
      May 3, 1989 as Sparta Ventures Corp. and remained inactive until June 27,
      1998.  The name was changed to Thermal Ablation Technologies
      Corporation on October 8, 1998 and then to Poker.com, Inc. on August 10,
      1999.  On September 15, 2003, the Company changed its name to
      LegalPlay Entertainment Inc.  The Company’s business to December 31,
      2003 was primarily related to the operations of online gaming.  In
      2004, the Company discontinued the online gaming operations and redirected
      its
      business strategy to acquisition of new poker software and market the software
      to on-line gaming sites worldwide. Accordingly, the Company has been in the
      development stage since January 2004.





At
      the
      Annual General Meeting on November 8, 2006, the shareholders passed a motion
      approving the change of Company’s name to Synthenol Inc. effective December 18,
      2006.





These
      financial statements have been prepared in accordance with generally accepted
      accounting principles applicable to a going concern, which assumes that the
      Company will be able to meet its obligations and continue its operations for
      its
      next fiscal year.  Realization values may be substantially different
      from carrying values as shown and these financial statements do not give effect
      to adjustments that would be necessary to the carrying values and classification
      of assets and liabilities should the Company be unable to continue as a going
      concern.  At December 31, 2006, the Company had accumulated losses of
      $886,355 since its inception, had a working capital deficiency of $212,546
      and
      expects to incur further losses in the development of its business, all of
      which
      casts substantial doubt about the Company’s ability to continue as a going
      concern.  The Company’s ability to continue as a going concern is
      dependent upon its ability to generate future profitable operations and/or
      to
      obtain the necessary financing to meet its obligations and repay its liabilities
      arising from normal business operations when they come
      due.  Management has no formal plan in place to address this concern
      but considers that the Company will be able to obtain additional funds by equity
      financing and/or related party advances; however, there is no assurance of
      additional funding being available.





Note
                2
            Summary
                of Significant Accounting
                Policies





The
      consolidated financial statements of the Company have been prepared in
      accordance with accounting principles generally accepted in the United States
      of
      America.  Because a precise determination of many assets and
      liabilities is dependent upon future events, the preparation of financial
      statements for a period necessarily involves the use of estimates which have
      been made using careful judgment.  Actual results may vary from these
      estimates.





The
      consolidated financial statements have, in management’s opinion, been properly
      prepared within the framework of the significant accounting policies summarized
      below:





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            23 -
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SYNTHENOL
      INC.


(Formerly
      Legalplay Entertainment Inc.)


(A
      Development Stage Company)


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


December
      31, 2006





Note
                2
            Summary
                of Significant Accounting Policies–
                (continued)





a)
            Principles
                of Consolidation





These
      consolidated financial statements include the accounts of LegalPlay
      Entertainment Inc. and its wholly-owned inactive subsidiaries, Casino Marketing
      S.A. ("Casino"), a Costa Rican company, and 564448 B.C. Ltd., a Canadian
      company.  All significant inter-company balances and transactions have
      been eliminated.





b)
            Development
                Stage Company





The
      Company is a development stage company as defined in Statement of Financial
      Accounting Standards (“SFAS”) No. 7, “Development Stage
      Enterprises”.  For the purpose of providing cumulative amounts for the
      statements of operations and cash flows, these amounts consider only those
      losses for the period from January 1, 2004 to December 31, 2006, the period
      in
      which the Company has undertaken a new development stage activity.





c)
            Other
                Comprehensive Income (Loss)





The
      Company has other comprehensive income (loss) arising from foreign currency
      translation.  Accordingly, other comprehensive income is shown as a
      separate component of stockholders' equity.





d)
            Basic
                and Diluted Loss Per Share





The
      Company computes loss per share in accordance with SFAS No. 128, “Earnings per
      Share” which requires presentation of both basic and diluted earnings (loss) per
      share on the face of the statement of operations. Basic loss per share is
      computed by dividing net loss available to common shareholders by the weighted
      average number of outstanding common shares during the period. Diluted loss
      per
      share gives effect to all dilutive potential common shares outstanding during
      the period including stock options and warrants, using the treasury stock
      method, and preferred stock, using the if-converted method. Dilutive loss per
      share excludes all potential common shares if their effect is
      anti-dilutive.





e)
            Foreign
                Currency Translation





The
      Company’s functional currency is the Canadian dollar; substantially all of the
      Company’s transactions are in Canada.  The Company uses the United
      States dollar as its reporting currency for consistency with registrants of
      the
      Securities and Exchange Commission (“SEC”).





Assets
      and liabilities denominated in a foreign currency are translated at the exchange
      rate in effect at the period-end and capital accounts are translated at
      historical rates.  Income statement accounts are translated at the
      average rates of exchange prevailing during the period.  Translation
      adjustments from the use of difference exchange rates from period to period
      are
      included in comprehensive income whereas gains or losses resulting from
      transactions in foreign currencies are included in results of
      operations.





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            24 -
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            of Contents*





SYNTHENOL
      INC.


(Formerly
      Legalplay Entertainment Inc.)


(A
      Development Stage Company)


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


December
      31, 2006





Note
                2
            Summary
                of Significant Accounting Policies–
                (continued)





f)
            Income
                Taxes





The
      Company uses the asset and liability method of accounting for income taxes
      pursuant to SFAS No. 109 "Accounting for Income Taxes".  Under the
      assets and liability method of SFAS No. 109, deferred tax assets and liabilities
      are recognized for the future tax consequences attributable to temporary
      differences between the financial statements carrying amounts of existing assets
      and liabilities and their respective tax bases.  Deferred tax assets
      and liabilities are measured using enacted tax rates expected to apply to
      taxable income in the years in which those temporary differences are expected
      to
      be recovered or settled.





g)
            Recent
                accounting pronouncements





In
        February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
        159, “The Fair Value Option for Financial Assets and Financial Liabilities”.
        This Statement permits entities to choose to measure many financial assets
        and
        financial liabilities at fair value. Unrealized gains and losses on items
        for
        which the fair value option has been elected are reported in earnings. SFAS
        No.
        159 is effective for fiscal years beginning after November 15, 2007, which
        for the Company would be the fiscal year beginning January 1, 2008. The Company
        is currently assessing the impact of SFAS No. 159 on its financial position
        and
        results of operations.





In
      September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
      Benefit Pension and Other Postretirement Plans.” This Statement requires an
      employer to recognize the over funded or under funded status of a defined
      benefit post retirement plan (other than a multiemployer plan) as an asset
      or
      liability in its statement of financial position, and to recognize changes
      in
      that funded status in the year in which the changes occur through comprehensive
      income.  SFAS No. 158 became effective for fiscal years ending after
      December 15, 2006. The implementation of SFAS No. 158 had no impact on the
      Company’s financial position and results of operations.





In
        September 2006, the FASB issued SFAS No. 157, “Fair Value Measures”.
        This Statement defines fair value, establishes a framework for measuring
        fair
        value in generally accepted accounting principles, expands disclosures about
        fair value measurements, and applies under other accounting pronouncements
        that
        require or permit fair value measurements. SFAS No. 157 does not
        require any new fair value measurements. However, the FASB anticipates that
        for
        some entities, the application of SFAS No. 157 will change current
        practice. SFAS No. 157 is effective for financial statements issued for fiscal
        years beginning after November 15, 2007, which for the Company would be the
        fiscal year beginning January 1, 2008. The Company is currently evaluating
        the
        impact of SFAS No. 157 but does not expect that it will have a
        material impact on its financial statements.





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            25 -
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            of Contents*





SYNTHENOL
        INC.


(Formerly
      Legalplay Entertainment Inc.)


(A
      Development Stage Company)


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


December
      31, 2006





Note
                2
            Summary
                of Significant Accounting Policies–
                (continued)





g)
              Recent
                  accounting pronouncements–
(continued)





In
        September 2006, the SEC issued Staff Accounting Bulletin
        (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements
        when Quantifying Misstatements in Current Year Financial Statements.” SAB
        No. 108 addresses how the effects of prior year uncorrected misstatements
        should be considered when quantifying misstatements in current year financial
        statements. SAB No. 108 requires companies to quantify misstatements using
        a balance sheet and income statement approach and to evaluate whether either
        approach results in quantifying an error that is material in light of relevant
        quantitative and qualitative factors. SAB No. 108 is effective for periods
        ending after November 15, 2006.  The adoption of SAB No. 108
        did not have a material effect on the Company’s financial
        statements.





h)
            Comparative
                Figures





Certain
        of the comparative figures have been reclassified to conform to the current
        year’s presentation.





Note
                3
            Notes
                Payable





Notes
      payable are comprised of the following:





a)
            A
                loan of $24,959 from Ubiquity Management Inc., controlled by the
                previous
                director, as of December 31, 2006 is unsecured, bears interest at 5%
                per annum and due on demand.





b)
            A
                promissory note of $31,576 as of December 31, 2006 (2005: $28,914) is
                unsecured, bears interest at the Canadian prime rate (6% as of December
                31, 2006) and due on demand.





c)
            On
                April 6, 2006, the Company received $10,000 from Hokley Limited.
                The
                promissory note is unsecured and bears interest at 5% per annum.
                Interest
                accrued as of December 31, 2006 is $370. The principal and accrued
                interest is payable by the Company on April 6,
                2007.





d)
            On
                July 31, 2006, the Company received $25,000 from Hokley Limited.
                The
                promissory note is unsecured and bears interest at 5% per annum.
                Interest
                accrued as of December 31, 2006 is $526. The principal and accrued
                interest is payable by the Company on July 31,
                2007.





e)
            On
                December 15, 2006, the Company received $15,000 from Hokley Limited.
                The
                promissory note is unsecured and bears interest at 5% per annum.
                The
                principal and accrued interest is payable by the Company on December
                15,
                2007.





f)
            Included
                in notes payable at December 31, 2005 were amounts owing to unrelated
                parties totaling $22,924. These amounts were non-interest bearing,
                unsecured and had no specified terms of
                repayment.





-
            26 -
 *Table
            of Contents*





SYNTHENOL
      INC.


(Formerly
      Legalplay Entertainment Inc.)


(A
      Development Stage Company)


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


December
      31, 2006





Note
                4
            Related
                Party Transactions





The
      Company incurred the following amounts with directors of the Company and a
      former officer of the Company.





Years
                      ended
                    December
                      31,
                  
                  
                  January
                      1, 2004
                    (Date
                      of
                    Inception
                      of
                    Development
                    Stage)
                      to
                    December
                      31,2006
                  
                  
                  2005
                  
                  
                  2006Management
                      and consulting fees
                  
                  $
                  12,000
                  
                  
                  $
                  12,000
                  
                  
                  $
                  82,678Wages
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,000$
                  12,000
                  
                  
                  $
                  12,000
                  
                  
                  $
                  83,678





At
      December 31, 2006, accounts payable and accrued liabilities included $19,000
      (December 31, 2005 - $7,000) payable to directors and a former officer of the
      Company.





Note
                5
            Capital
                Stock





On
      October 31, 2006, the Company declared a one-for-fifty reverse stock split
      of
      all of the outstanding common stock, without any change in par value of the
      shares of common stock. Effective December 18, 2006, the authorized capital
      was
      100,000,000 common shares with a par value of $0.01, with 731,521 shares issued
      and outstanding.





As
      of
      November 3, 2005, the Company was indebted to Iris International Holdings
      (“Iris”) for an amount of $25,000. The promissory note was unsecured, bore
      interest at 5% per annum and was due in one year. On January 26, 2006, Iris
      agreed to accept common shares in settlement of the debt owing to them. The
      Company’s Board of Directors resolved to settle the debt owed to Iris by issuing
      2,500,000 pre-split shares of the Company’s common stock at a fair value of
      $0.01 per share. The number of shares after one-for-fifty reverse stock split
      is
      50,000.





Unless
      otherwise noted, all references to common stock, common shares outstanding,
      average numbers of common shares outstanding and per share amounts in these
      financial statements and notes to financial statements have been adjusted to
      reflect the a one-for-fifty reverse stock split.





-
            27 -
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            of Contents*





SYNTHENOL
      INC.


(Formerly
      Legalplay Entertainment Inc.)


(A
      Development Stage Company)


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


December
      31, 2006





Note
                6
            Discontinued
                Operations





On
      March
      1, 2006, the Company determined that it no longer wished to continue with its
      Skill Poker business and, as a result, agreed to sell all of the issued and
      outstanding shares of Skill Poker.com Inc., a wholly-owned subsidiary, to a
      third party for nominal proceeds of $1. As part of the agreement, the purchaser
      also assumed all of the liabilities of Skill Poker.com Inc. As such, the Company
      recognized a gain on the disposition of its subsidiary.





Proceeds
                  
                  $
                  1Liabilities
                      assumed by purchaser of Skill Poker.com Inc.
                  
                  
                  29,683Gain
                      on disposition of subsidiary
                  
                  $
                  $
                      29,684





Note
                7
            Income
                Taxes





No
      provision for income taxes has been provided in these financial statements
      due
      to the net loss.  At December 31, 2006, the Company has net operating
      loss carryforwards, which begin to expire commencing in 2007, totaling
      approximately $2,609,000.  The potential tax benefit of these losses
      may be limited due to certain change in ownership provisions under Section
      382
      of the Internal Revenue Code and similar Canadian provisions.





The
      following is a summary of the Company’s net deferred income tax assets at
      December 31:





2006
                          
                          
                          2005Net
                              operating loss carryforwards
                          
                          $
                          2,609,000
                          
                          
                          $
                          2,965,000Statutory
                              tax rate
                          
                          
                          34
                          %
                          
                          
                          34
                          %Deferred
                              tax asset
                          
                          
                          887,060
                          
                          
                          
                          1,008,100Valuation
                              allowance
                          
                          
                          (887,060
                          )
                          
                          
                          (1,008,100
                          )$
                          –
                          
                          
                          $
                          –





The
      amount taken into income as deferred income tax assets must reflect that portion
      of the income tax loss carry forwards that is more likely-than-not to be
      realized from future operations.  The Company has chosen to provide a
      full valuation allowance against all available income tax loss carry forwards,
      regardless of their time of expiry. The net decrease in the valuation allowance
      during the year ended December 31, 2006 was $121,040.





-
            28 -
 *Table
            of Contents*





**Item
                8.**
            **Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure**





On
      July
      20, 2006, the Board of Directors agreed, by resolution, to terminate the
      services of their principal accountant, Amisano Hanson, Chartered Accountants
      of
      Vancouver, Canada.  They further resolved to hire the accounting firm,
      Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants, as their
      replacement.





The
      decision to change the certified accountant had nothing to do with the
      performance of the former accountant’s services.  Amisano Hanson’s
      report in the 2005 Consolidated Financial Statements did not contain an adverse
      opinion or disclaimer of opinion, nor were the statements modified as to
      uncertainty, audit scope, or accounting principles.





We
      did
      not have any disagreements on any matter of accounting principles or practices,
      financial statement disclosure, or auditing scope or procedure, which, if not
      resolved to Amisano Hanson satisfaction, would have caused them to make
      reference to the subject matter of the disagreement(s) in connection with their
      report.





The
      Company has given Amisaon Hansonauthorization
      to fully respond to the inquiries of the Company’s new accountants, Dale
      Matheson Carr-Hilton LaBonte LLP, concerning the previous consolidated financial
      statements audited by Amisano Hanson.  There were no limitations
      placed upon Amisano Hanson, whatsoever.





**Item
                8a.**
            **Controls
                and Procedures**





(i)
            We
                maintain disclosure controls and procedures that are designed to
                ensure
                that information we are required to disclose in our Securities Exchange
                Act of 1934 reports is recorded, processed, summarized and reported
                within
                the time periods specified in the SEC's rules and forms, and that
                such
                information is accumulated and communicated to our management, including
                its Chief Executive Officer and Chief Financial Officer, as appropriate,
                to allow timely decisions regarding required
                disclosure.





Upon
      our
      filing due date of this report, our management carried out an evaluation, under
      the supervision and with the participation of our management, including our
      Chief Executive Officer and Chief Financial Officer, of the effectiveness of
      the
      design and operation of our disclosure controls and procedures pursuant to
      Exchange Act Rule 13a-14. Based upon the foregoing, our Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures are effective in connection with the filing of this Annual Report
      on
      Form 10-KSB for the year ended December 31, 2004.





(ii)
            Management
                has disclosed, based on the Company's most recent valuation of internal
                control over financial reporting, to the Company's auditors and the
                audit
                committee of the Company's board of directors (or persons performing
                the
                equivalent functions):





(a)
            All
                significant deficiencies and material weaknesses in the design or
                operation of internal controls over financial reporting which are
                reasonably likely to adversely affect the registrant's ability to
                record,
                process, summarize and report financial information;
                and





(b)
            Any
                fraud, whether or not material, that involves management or other
                employees who have a significant role in the registrant's internal
                controls over financial reporting.





The
      assessment report due in respect of this item is not required of non-accelerated
      filers prior to fiscal years ending on or after July 15, 2005.





(iii)
            There
                were no significant changes in our internal controls or in other
                factors
                that could significantly affect these controls subsequent to the
                date of
                their evaluation, including any significant deficiencies or material
                weaknesses of internal controls that would require corrective
                action.








**Item
                8b.**
            **Other
                Information**





There
      is
      no information required to be disclosed in a report on Form 8-K, during the
      fourth quarter of the year covered by this Form 10-KSB, which has not already
      been reported.





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**PART
      III**





**Item
                9.**
            **Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange Act**





**Identification
      of Directors and Executive Officers**





**Name**
                        **Age**
                        **Title**Cecil
                            Morris
                        75
                        Director
                            / PresidentJohn
                            Page
                        77
                        Director





**Background
      of Officers and Directors**





Cecil
      Morris


Cecil
      Morris is a retired, freelance business consultant based in Cape Town, South
      Africa with expertise in software programming and electronics development.
      Mr.
      Morris assisted a number of technology companies based in South Africa and
      internationally during his career and has served as a board member with us
      since
      September 10, 2000. On October 31 2006, Mr. Morris was re-elected as President
      of the Company.





John
      Page


Mr.
      John
      Page has had extensive business experience in South Africa for the past 45
      years.  Before retiring in 2002, he operated his own business
      enterprises. Mr. Page has Board experience as a result of being on the Board
      of
      Directors for an international company. On October 31, 2006, Mr. Page was
      re-elected as director of the Company.





**Family
      Relationships**





There
      are
      no family relationships among our directors or executive officers.





**Involvement
      in Certain Legal Proceedings**





To
      the
      best of the registrant's knowledge, during the past five years, no director,
      executive officer, promoter or control person of the Company:





(1)
            has
                filed a petition under the federal bankruptcy laws or any state insolvency
                law, nor had a receiver, fiscal agent or similar officer appointed
                by a
                court for the business or present of such a person, or any partnership
                in
                which he was a general partner at or within two years before the
                time of
                such filing, or any corporation or business association of which
                he was an
                executive officer within two years before the time of such
                filing;





(2)
            were
                convicted in a criminal proceeding or named subject to a pending
                criminal
                proceeding (excluding traffic violations and other minor
                offenses);





(3)
            were
                the 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 the following
                activities:





(i)
            acting
                as a futures commission merchant, introducing broker, commodity trading
                advisor, commodity pool operator, floor broker, leverage transaction
                merchant, associated person of any of the foregoing, or as an investment
                advisor, underwriter, broker or dealer in securities, or as an affiliated
                person, director of any investment company, or engaging in or continuing
                any conduct or practice in connection with such
                activity;





(ii)
            engaging
                in any type of business practice;





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(iii)
            engaging
                in any activity in connection with the purchase or sale of any security
                or
                commodity or in connection with any violation of federal or state
                securities laws or federal commodity
                laws.





(4)
            were
                the subject of any order, judgment or decree, not subsequently reversed,
                suspended or vacated, of any federal or state authority barring,
                suspending or otherwise limiting for more than 60 days the right
                of such
                person to engage in any activity described above under this Item,
                or to be
                associated with persons engaged in any such
                activity;





(5)
            were
                found by a court of competent jurisdiction in a civil action or by
                the
                Securities and Exchange Commission to have violated any federal or
                state
                securities law and the judgment in such civil finding or find by
                the
                Securities and Exchange Commission has not been subsequently reversed,
                suspended or vacated;





(6)
            were
                found by a court of competent jurisdiction in a civil action or by
                the
                Commodity Futures Trading Commission to have violated any federal
                commodities law, and the judgment in such civil action or finding
                by the
                Commodity Futures Trading Commission has not been subsequently reversed,
                suspended or vacated.





**Compliance
      with Section 16(A) of the Exchange Act**





To
      the
      best of our knowledge all directors, officers and persons who beneficially
      owned
      more than ten percent of our common stock filed timely reports in compliance
      with Section 16(a).





**Item
                10.**
            **Executive
                Compensation**





The
      following table sets forth information with respect to compensation paid by
      the
      Company to the Chief Executive Officer and the other highest paid executive
      officers (the "Named Executive Officer") during the three most recent fiscal
      years.





**Summary
      Compensation Table**





**Long
                                                Term Compensation****Annual
                                                Compensation**
                                            **Awards**
                                            **Payouts****(a)**
                                            **(b)**
                                            **(c)**
                                            **(d)**
                                            **(e)**
                                            **(f)**
                                            **(g)**
                                            **(h)**
                                            **(i)****Name
                                                and Principal Position**
                                            **Year**
                                            **Salary
                                                ($)**
                                            **Bonus
                                                ($)**
                                            **Other
                                                Annual Compen-sation ($)**
                                            **Restricted
                                                Stock Awards**
                                            **Securities
                                                Underlying Options/SARS (#)**
                                            **LTIP
                                                Payouts ($)**
                                            **All
                                                Other Compensation ($)**Cecil
                                                Morris, President and Director (1)
                                            12/31/2003
                                              12/31/2004
                                              2005
                                              2006
                                            $24,000
                                              $6,000
                                              $6,000
                                              $6,000
                                            -
                                              -
                                              -
                                              -
                                            -
                                              -
                                              -
                                              -
                                            -
                                              -
                                              -
                                              -
                                            -
                                              -
                                              -
                                              -
                                            -
                                              -
                                              -
                                              -
                                            -
                                              -
                                              -
                                              -John
                                                Page
                                              Director
                                                (2)
                                            2005
                                              2006
                                            $6,000
                                              $6,000
                                            -
                                              -
                                            -
                                              -
                                            -
                                              -
                                            -
                                              -
                                            -
                                              -
                                            -
                                              -Mark
                                                Glusing
                                              Former
                                                Pres. and A/CFO (3)
                                            12/31/2003
                                              12/31/2004
                                              2005
                                              2006
                                            $86,427
                                              $46,678
                                              -
                                              -
                                            -
                                              -
                                              -
                                              -
                                            -
                                              -
                                              -
                                              -
                                            $15,750
                                              $1,110
                                              -
                                              -
                                            $300,000
                                              -
                                              -
                                              -
                                            -
                                              -
                                              -
                                              -
                                            -
                                              -
                                              -
                                              -Gregory
                                                Cathcart
                                              Former
                                                Pres., Director (4)
                                            12/31/2004
                                              2005
                                              2006
                                            -
                                              -
                                              -
                                            -
                                              -
                                              -
                                            -
                                              -
                                              -
                                            $
                                                1,000
                                              -
                                              -
                                            -
                                              -
                                              -
                                            -
                                              -
                                              -
                                            -
                                              -
                                              -








(1)
            Mr.
                Morris was appointed as a Director on September 10, 2000. On February
                22,
                2005, Mr. Morris was elected as President of the
                Company.


(2)
            Mr.
                Page was appointed as a Director on February 22,
                2005.


(3)
            Mr.
                Glusing was appointed as President on December 13, 2002. He resigned
                his
                position as President on December 29,
                2004.


(4)
            Mr.
                Cathcart was appointed as Director and President on December 29,
                2004. He
                resigned as Director and President on February 22, 2005. Mr Cathcart
                was
                granted 100,000 shares as Bonus.





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            31 -
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**Options/SAR
                Grants**





The
      following table sets forth information with respect to grant the stock
      appreciation rights by the Company to executive officers during the year
      2005.





**Option/SAR
                    Grants in Last Fiscal Year****Name**
                **Number
                    of Securities Underlying Options/SARS Granted (#)**
                **Percent
                    of Total Options/SARS Granted to Employees in Fiscal
                    Year**
                **Exercise
                    or base price ($/Sh)**
                **Expiration
                    Date****(a)**
                **(b)**
                **(c)**
                **(d)**
                **(e)**Cecil
                    Morris
                NIL
                NIL
                NIL
                N/AJohn
                    Page
                NIL
                NIL
                NIL
                N/A





**Note**:
      On December 30, 2004, the Board of Directors resolved to cancel all previously
      issued options and no options were granted since then.





**Long-Term
      Incentive Plan Awards**





We
      do not
      have any long-term incentive plans that provide compensation intended to serve
      as incentive for performance to occur over a period longer than one fiscal
      year,
      whether such performance is measured by reference to our financial performance,
      stock price or any other measure.





**Compensation
      of Directors**





There
      are
      standard arrangements pursuant to which our directors are compensated for
      services provided as director. We paid the amount of $12,000 (2005: $12,000)
      to
      our directors for committee participation or special assignments.








**Item
                11.**
            **Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder****Matters**





The
      following table sets forth the beneficial shareholdings of those persons or
      entities who beneficially hold five percent or more of our common stock as
      of
      December 31, 2006 with the computation being based upon 731,521 shares of common
      stock being outstanding.





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            32 -
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            of Contents*








**Name
                                  and Address**
                              **Number
                                  of Shares Beneficially Owned**
                              **Percentage
                                  of Class**CEDE
                                  & Co.
                                P.O.
                                  Box 222, Bowling Green Station
                                New
                                  York, NY 10274
                              384,233
                              52.59%Eurocapital
                                  Holdings A.V.V.
                                7
                                  Abraham de Veerstraat
                                Curaco,
                                  Netherlands Antilles
                              60,068
                              8.21%Iris
                                  International Holdings Limited
                                Le
                                  Montaigne
                                7
                                  Avenue de Grande-Bretagne
                                MC
                                  98000 Monaco.
                              90,000
                              12.30%Montilla
                                  Capital
                                7
                                  Abraham de Veerstraat
                                Curaco,
                                  Netherlands Antilles
                              50,000
                              6.84%PokerSoft
                                  Corporation A.V.V.
                                7
                                  Abraham de Veerstraat
                                Curaco,
                                  Netherlands Antilles
                              60,000
                              8.20%





**Security
      Ownership of Management**





The
      following table sets forth the shareholdings of our directors and executive
      officers as of Dec 31, 2006 based upon nil shares of common stock being
      outstanding:





**Name
                              and Address**
                          **Number
                              of Shares Beneficially Owned**
                          **Percentage
                              of Class**Cecil
                              Morris
                            P.O.
                              Box 1677
                            Plettenberg
                              Bay, South Africa 6848
                          13,000
                          1.78%John
                              Page
                            22
                              Upington Street
                            Villiersdorp,
                              South Africa 6848
                          5,000
                          0.68%




**Changes
      in Control**





To
      the
      knowledge of management, there are no present arrangements or pledges of the
      Company securities, which may result in a change of control of the
      Company.





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            33 -
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**Securities
      Authorized for Issuance under Compensatory Plans**





The
      following table includes information as of December 31, 2006 for all
      compensatory plans previously approved by our security holders and all
      compensatory plans not previously approved by our security holders.





**Equity
                                Compensation Plan Information****Number
                                of Securities to be Issued Upon Exercise of Outstanding
                                Options, Warrants
                                and Rights**
                            **Weighted-Average
                                Exercise Price of Outstanding Options, Warrants and
                                Rights**
                            **Number
                                of Securities Remaining Available for Future Issuance
                                Under Equity
                                Compensation Plans (Excluding Securities Reflected
                                in Column
                                (a))****Plan
                                Category**
                            **(a)**
                            **(b)**
                            **(c)**Equity
                                compensation plans approved by security holders
                            NIL
                            NIL
                            N/AEquity
                                compensation plans not approved by security holders
                            NIL
                            NIL
                            N/ATOTAL
                            NIL
                            NIL
                            N/A





**1998
      Combined Incentive and Non-Qualified Stock Option Plan**





The
      Directors adopted the 1998 Combined Incentive and Non-Qualified Stock Option
      (the "1998 Plan"), approved by our shareholders on August 21, 1998, to be
      administered by the Board of Directors or a Committee of the Board of Directors,
      to provide stock options as means to attract and retain key employees and
      consultants. The shares to be offered under the 1998 Plan consist of previously
      un-issued common shares, and are not to exceed 6,000,000 shares in total. The
      exercise price to be set on granting of the Incentive Stock Options shall not
      be
      less than 100% of fair market value on the date of granting and the options
      may
      not be for longer than 10 years (110% of fair market value and 5 years in the
      case of optionees holding more than 10% of the shares of the
      company).  The exercise price to be set on granting of the
      Non-Qualified Stock Options may be more or less than or equal to the fair market
      value on the date of granting and the options may not be for longer than 10
      years.  For both Incentive and Non-Qualified Stock Options, the
      vesting and exercise schedule may be determined on an individual basis by the
      Plan Administrator.








**Item
                12.**
            **Certain
                Relationships and Related
                Transactions**





**Certain
      Business Relationships**





In
      July
      1999, we entered into an agreement with Uninet Technologies Inc. (“Uninet”) for
      the sub-license of the URL www.poker.com. At that time, Michael Jackson was
      our
      CEO, Secretary and Director and also a principal and director of Uninet. We
      paid
      directly to Michael Jackson 750,0001 shares
      of our
      common stock as a finder's fee in connection with entering into the sub-license
      agreement with Uninet of which half was paid to another director.





We
      were
      aware that Uninet entered into the initial license agreement with Ala Corp.
      on
      the basis that we would immediately enter into a sub-license agreement with
      Uninet.  At the time the agreement between Ala Corp. and Uninet was
      entered into, Liz Bryce, Ala Corp's principal, owned indirectly 10,9581 shares,
      or 2.1%, of
      our common stock and together with her parents owned 33,0681 shares
      or 6.34% of
      our common stock. Ala Corp. received a further 15,0001 shares
      on the
      transactions with Uninet and us to bring the total number of shares owned by
      Liz
      Bryce, through Ala Corp. to be 25,958 shares or, at that time, 4.98% of our
      issued and outstanding common stock. With her parents and through Ala Corp.
      Ms.
      Bryce owned 48,068 shares or 9.23% of our issued and outstanding common stock
      at
      the time of the initial license between Ala Corp. and Uninet and the sub-license
      to us.





In
      addition to the share consideration paid to Mr. Jackson and to Ms. Bryce's
      company, we are obligated to pay a royalty to Ala Corp. in the amount of 4%
      of
      our gross revenue. We paid Ala Corp. $ 89,140 in 2002; $96,328 in 2001; $32,194
      in 2000; and $8,000 in 1999.





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Other
      than as disclosed, there were no other material transactions, series of similar
      transactions, to which the Company or any of its subsidiaries was or is to
      be a
      party, in which the amount involved exceeded $60,000 and in which any director
      or executive officer, or any security holder who is known to the Company to
      own
      of record or beneficially more than five percent of the Company's common stock,
      or any member of the immediate family of any of the foregoing persons, had
      a
      material interest.





1All
      references to
      shares take into consideration a 1:50 reverse stock split which occurred in
      October 2006.





**Indebtedness
      of Management**





Other
      than as disclosed, there were no material transactions, series of similar
      transaction, currently   transactions, or series of similar
      transactions, to which the Company or any of its subsidiaries was or is to
      be a
      party, in which the amount involved exceeded $60,000 and in which any director
      or executive officer, or any security holder who is known to the Company to
      own
      of record or beneficially more than five percent of the Company's common stock,
      or any member of the immediate family of any of the foregoing persons, had
      a
      material interest.





**Item
                13.**
            **Exhibits
                and Reports on Form 8-K**





Reports
      on Form 8-K were filed during 2006.





**(a)           Exhibits**





**Exhibit
                  Number**
              **Description**2.1*
              Form
                  8 – K Change in auditor2.2*
              Form
                  8 – K Election of directors; amendment to bylaws and name change to
                  Synthenol Inc.31.1
              Section
                  302 Certification – Cecil Morris31.2
              Section
                  302 Certification – John Page32.1
              Certification
                  pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section
                  906 of
                  the Sarbanes-Oxley act of 2002 for Cecil Morris, President and
                  Acting
                  Chief Financial Officer of the Company32.2
              Certification
                  pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section
                  906 of
                  the Sarbanes-Oxley act of 2002 for John Page,
                  Director





*
      Previously filed.








**Item
                14.**
            **Principal
                Accountant Fees and
                Services**





**1.**
            **Audit
                Fees**


In
      2006,
      we have paid fees in respect to Amisano Hanson and Dale Matheson Carr-Hilton
      LaBonte LLP, Chartered Accountants, auditing and review fees of $19,122 (2005:
      $20,153) related to our annual financial statements included in our Form 10-KSB
      for services that are normally provided by the accountants in connection with
      statutory and regulatory filings or engagements for those fiscal
      years.





AMOUNTS
                      FOR AH ARE NOT CORRECT
                  
                  2006
                  
                  
                  2005Amisano
                      Hanson
                  
                  $
                  4,122
                  
                  
                  $
                  20,153Dale
                      Matheson Carr-Hilton LaBonte LLP
                  
                  $ 15,000
                      (estimated)
                  
                  
                  $
                  -








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            35 -
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**2.**
            **Audit-Related
                Fees**





There
      were no additional fees billed in each of the last two fiscal years for
      assurance and related services by the principal accountant, Amisano Hanson
      or
      Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants, that are
      reasonably related to the performance of the audit or review of our financial
      statements and are not reported under Item 9 (e)(1) of Schedule
      14A.





**3.**
            **Tax
                Fees**





There
      were no additional aggregate fees billed in 2006 (2005 - $NIL) for professional
      services rendered by the principal accountant, Amisano Hanson or Dale Matheson
      Carr-Hilton LaBonte LLP, Chartered Accountants, for tax compliance, tax advice
      and tax planning.





**4.**
            **All
                Other Fees**





There
      were no additional aggregate fees billed in each of the last two fiscal years
      for products and services provided by Amisano Hanson or Dale Matheson
      Carr-Hilton LaBonte LLP, Chartered Accountants, other than the services reported
      in Item 9(e)(1) through 9(e)(3) of Schedule 14A.








**SIGNATURES**





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








**SYNTHENOL
      INC.**


(Registrant)











*/s/
                      Cecil Morris*
                  
                  Date:Cecil
                      Morris
                    Director,
                      President / Secretary*/s/
                      John Page*
                  
                  Date:John
                      Page
                    Director
                      / Treasurer





In
      accordance with the Securities Exchange Act this report has been signed below
      by
      the following person(s) on behalf of the registrant and in the capacities and
      on
      the dates indicated.





*/s/
                    Cecil Morris*
                
                Date:Cecil
                    Morris
                  Director,
                    President / Secretary*/s/
                    John Page*
                
                Date:John
                    Page
                  Director
                    / Treasurer






-
      36
      -