Viking Energy (VKIN) 10-Q 2008 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:  March 31, 2008

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

For the transition period from________________ to ________________

Commission file number ______________________________________

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 Street
Vancouver, British Columbia, Canada	V6B 6A8
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number (604) 648-2090

(Former name, former address and former fiscal year, if changed since last report) (Zip Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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   £

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer      £	Accelerated Filer                    £
Non Accelerated Filer         £	Smaller Reporting Company     S

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

Yes   £       No   S

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes   £      No   £      Not Applicable

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares of common stock outstanding as of March 31, 2008 was 731,522.

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SYNTHENOL INC.

FORM 10-Q

PART I – FINANCIALS INFORMATION	4
ITEM 1.FINANCIAL STATEMENTS	4
CONSOLIDATED BALANCE SHEETS	5
CONSOLIDATED STATEMENTS OF OPERATIONS	6
CONSOLIDATED STATEMENTS OF CASH FLOWS	7
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY	8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	11
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	16
ITEM 4. CONTROLS AND PROCEDURES	17
PART II--OTHER INFORMATION	17
ITEM 1. LEGAL PROCEEDINGS	17
ITEM 1A. RISK FACTORS	17
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	17
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	18
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	18
ITEM 5. OTHER INFORMATION	18
ITEM 6. EXHIBITS	18

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PART I – FINANCIALS INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SYNTHENOL INC.

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2008

Unaudited

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SYNTHENOL INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
ASSETS	2008			2007
	Unaudited
Current
Cash	$	38,585		$	66,273
	$	38,585		$	66,273
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current
Accounts payable and accrued liabilities (Note 4)	$	139,562		$	133,508
Notes payable (Note 3)		315,981			309,079
		455,543			442,587
Capital stock
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding
Common stock, $0.01 par value, 100,000,000 shares authorized731,522 (December 31, 2007: 731,522) shares issued and outstanding		7,315			7,315
Treasury stock, at cost, 540 shares (December 31, 2007: 540)		(270	)		(270	)
Additional paid-in capital		1,974,187			1,974,187
Accumulated other comprehensive income		4,591			5,213
Deficit		(1,305,454	)		(1,305,454	)
Deficit accumulated during the development stage		(1,097,327	)		(1,057,305	)
		(416,958	)		(376,314	)
	$	38,585		$	66,273

Contingencies (Note 2)

Commitments (Note 3)

Subsequent event (Note 6)

SEE ACCOMPANYING NOTES

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SYNTHENOL INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

							January 1, 2004
	Three months ended						(Date of Inception of the Development Stage) to
	March 31,						March 31,
	2008			2007			2008
General and administrative expenses
Amortization	$	-		$	-		$	27,077
Bad debt		-			-			525
Corporate promotion		-			-			13,920
Finance charges		4,051			-			15,336
Insurance		-			-			15,901
Interest on notes payable		4,907			-			28,335
Management and consultant fees (Note 4)		24,356			22,757			248,955
Office supplies and services		709			4,215			47,126
Professional fees		6,000			14,130			241,207
Rent		-			-			16,311
Wages		-			-			84,258
Loss before other items		(40,022	)		(41,102	)		(738,951	)
Other items
Loss on disposition of equipment		-			-			(15,028	)
Write-down of intangible assets		-			-			(50,001	)
Write-off of notes payable		-			-			14,823
Gain on settlement of lawsuit		-			-			44,445
Loss from continuing operations		(40,022	)		(41,102	)		(744,712	)
Operating loss from discontinued operations		-			-			(382,299	)
Gain on sale of discontinued operations		-			-			29,684
Net loss	$	(40,022	)	$	(41,102	)	$	(1,097,327	)
Basic and diluted loss per common share	$	(0.05	)	$	(0.06	)
Weighted average number of common share outstanding – basic and diluted		731,522			731,522
Comprehensive loss
Net loss	$	(40,022	)	$	(41,102	)	$	(1,097,327	)
Foreign currency translation adjustment		(622	)		(13	)		4,591
Total comprehensive loss	$	(40,644	)	$	(41,115	)	$	(1,092,736	)

SEE ACCOMPANYING NOTES

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SYNTHENOL INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

							January 1, 2004
	Three months ended						(Date of Inception of the Development Stage) to
	March 31,						March 31,
	2008			2007			2008
Cash flows from operating activities
Net loss from continuing operations	$	(40,022	)	$	(41,102	)	$	(744,712	)
Adjustments to reconcile net loss to net cash used in operating activities:
Finance charges		4,051			-			15,336
Accrued interest on notes payable		4,907			691			28,335
Amortization		-			-			27,077
Foreign exchange effect on notes payable		(2,056	)		-			6,045
Issuance of common stock for services		-			-			1,000
Stock-based compensation		-			-			4,460
Loss on disposition of equipment		-			-			225,184
Write-down of intangible assets		-			-			360,001
Write-off of notes payable		-			-			(18,729	)
Gain on settlement of lawsuit		-			-			(44,445	)
Changes in non-cash working capital items:
Accounts payable and accrued liabilities		6,054			(5,131	)		139,562
Cash used in continuing operations		(27,066	)		(45,542	)		(886	)
Discontinued operations		-			-			(553,150	)
Net cash used in operating activities		(27,066	)		(45,542	)		(554,036	)
Cash flows from investing activities
Proceeds from sale of subsidiary		-			-			1
Proceeds from assets disposition		-			-			5,458
Purchase of equipment		-			-			(5,808	)
Net cash used in investing activities		-			-			(349	)
Cash flows from financing activities
Proceeds from notes payable		-			35,000			398,614
Proceeds from issuance of common stock		-			-			1,000
Net cash provided by financing activities		-			35,000			399,614
Effect of exchange rate changes on cash		(622	)		(13	)		(16,161	)
Change in cash from continuing operations		(27,688	)		(10,555	)		(170,932	)
Cash, beginning		66,273			13,462			209,517
Cash, ending	$	38,585		$	2,907		$	38,585

Supplemental cash flow information (Note 5)

SEE ACCOMPANYING NOTES

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SYNTHENOL INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

Unaudited

	Common Shares				Treasury			Additional Paid-in			Subscriptions			Accumulated Other Comprehensive						Deficit Accumulated During the Development
	Number		Amount		Stock			Capital			Received			Income			Deficit			Stage		Total
May 3, 1989 ( Inception) through December 31, 1997		60,022	$	600	$	-		$	9,400		$	-		$	-		$	(10,000	)	$	-	$	-
Net loss		-		-		-			-			-			-			(148,931	)		-		(148,931	)
Shares issued for cash		180,000		1,800		-			148,200			2,000			-			-			-		152,000
Balance at December 31, 1998		240,022		2,400		-			157,600			2,000			-			(158,931	)		-		3,069
Net loss		-		-		-			-			-			-			(511,587	)		-		(511,587	)
Foreign currency translation adjustment		-		-		-			-			-			(14,130	)		-			-		(14,130	)
Share issued for services		15,000		150		-			124,850			-			-			-			-		125,000
Subscription receivable		12,000		120		-			99,880			8,000			-			-			-		108,000
Share issued for intangible assets		15,000		150		-			124,850			-			-			-			-		125,000
Balance at December 31, 1999		282,022		2,820		-			507,180			10,000			(14,130	)		(670,518	)		-		(164,648	)
Net loss		-		-		-			-			-			-			(339,063	)		-		(339,063	)
Foreign currency translation adjustment		-		-		-			-			-			18,885			-			-		18,885
Shares issued for cash		21,600		216		-			259,784			-			-			-			-		260,000
Shares issued for settlement of debt		4,500		45		-			174,955			-			-			-			-		175,000
Subscription receivable		600		6		-			9,994			(200	)		-			-			-		9,800
Subscription received		30,000		300		-			499,700			(9,350	)		-			-			-		490,650
Stock option benefit		-		-		-			14,235			-			-			-			-		14,235
Balance at December 31, 2000		338,722		3,387		-			1,465,848			450			4,755			(1,009,581	)		-		464,859
Net loss		-		-		-			-			-			-			375,621			-		375,621
Foreign currency translation adjustment		-		-		-			-			-			13,629			-			-		13,629
Shares issued for cash		300		3		-			2,247			-			-			-			-		2,250
Subscription received		-		-		-			-			200			-			-			-		200
Stock option benefit		-		-		-			118,920			-			-			-			-		118,920
Repurchase of common stock for treasury		-		-		(270	)		(6,611	)		-			-			-			-		(6,881	)
Balance at December 31, 2001		339,022		3,390		(270	)		1,580,404			650			18,384			(633,960	)		-		968,598
Net loss		-		-		-			-			-						(63,864	)		-		(63,864	)
Foreign currency translation adjustment		-		-		-			-						(1,155	)					-		(1,155	)
Shares issued for cash		4,500		45		-			33,705			-			-			-			-		33,750
Balance at December 31, 2002		343,522	$	3,435	$	(270	)	$	1,614,109		$	650		$	17,229		$	(697,824	)	$	-	$	937,329

SEE ACCOMPANYING NOTES

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SYNTHENOL INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

Unaudited

								Additional					Accumulated Other						Deficit Accumulated During the
	Common Shares				Treasury			Paid-in		Subscriptions			Comprehensive						Development
	Number		Amount		Stock			Capital		Received			Income			Deficit			Stage			Total
Balance at December 31, 2002		343,521		3,435		(270	)		1,614,109		650			17,229			(697,824	)		-			937,329
Net loss		-		-		-			-		-			-			(607,630	)		-			(607,630	)
Foreign currency translation adjustment		-		-		-			-		-			1,752			-			-			1,752
Stock option benefit		-		-		-			11,800					-			-			-			11,800
Cancellation of agreement		-		-		-					(650	)		-			-			-			(650	)
Share issues for cash on exercise of options		12,000		120		-			11,880		-			-			-			-			12,000
Share issues for consulting services		45,000		450		-			49,675		-			-			-			-			50,125
Share issues for intangible assets		60,000		600		-			104,400		-			-			-			-			105,000
Share issued for software		60,000		600		-			53,400		-			-			-			-			54,000
Balance at December 31, 2003		520,521		5,205		(270	)		1,845,264		-			18,981			(1,305,454	)		-			563,726
Net loss		-		-		-			-		-			-			-			(795,364	)		(795,364	)
Foreign currency translation adjustment		-		-		-			-		-			(238	)		-			-			(238	)
Stock-based compensation		-		-		-			4,460		-			-			-			-			4,460
Shares issued for cash on exercise of options		1,000		10		-			990		-			-			-			-			1,000
Share issued for debt		140,000		1,400		-			68,600		-			-			-			-			70,000
Share issued forconsulting services		2,000		20		-			980		-			-			-			-			1,000
Balance at December 31, 2004		663,522		6,635		(270	)		1,920,294		-			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		-			-			-			-			9,000
Balance at December 31, 2005		681,522		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			-			-			563
Share issues for debt		50,000		500		-			24,500		-			-			-			-			25,000
Balance at December 31, 2006		731,522	$	7,315	$	(270	)	$	1,953,614	$	-		$	18,604		$	(1,305,454	)	$	(886,355	)	$	(212,546	)

SEE ACCOMPANYING NOTES

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SYNTHENOL INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

Unaudited

	Common Shares				Treasury			Additional Paid-in		Subscriptions		Accumulated Other Comprehensive						Deficit Accumulated During the Development
	Number		Amount		Stock			Capital		Received		Income			Deficit			Stage			Total
Balance at December 31, 2006		731,522	$	7,315	$	(270	)	$	1,953,614	$	-	$	18,604		$	(1,305,454	)	$	(886,355	)	$	(212,546	)
Net loss		-		-		-			-		-		-			-			(170,950	)		(170,950	)
Discount on notes payable		-		-		-			20,573		-		-			-			-			20,573
Foreign currency translation adjustment		-		-		-			-		-		(13,391	)		-			-			(13,391	)
Balance at December 31, 2007		731,522		7,315		(270	)		1,974,187		-		5,213			(1,305,454	)		(1,057,305	)		(376,314	)
Net loss		-		-		-			-		-		-			-			(40,022	)		(40,022	)
Foreign currency translation adjustment		-		-		-			-		-		(622	)		-			-			(622	)
Balance at March 31, 2008 (Unaudited)		731,522	$	7,315	$	(270	)	$	1,974,187	$	-	$	4,591		$	(1,305,454	)	$	(1,097,327	)	$	(416,958	)

SEE ACCOMPANYING NOTES

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SYNTHENOL INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2008

Unaudited

Note 1 Interim Financial Statements

The foregoing unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q as promulgated by the Securities and Exchange Commission ("SEC"). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. The accompanying unaudited financial statements and related notes should be read in conjunction with the audited consolidated financial statements and the Form 10-KSB of the Company for the year ended December 31, 2007. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

Note 2 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. The Company is a development stage company as defined by Statement of Financial Accounting Standards (“SFAS”) No. 7, “Development Stage Enterprises.”

At the Annual General Meeting on October 31, 2006, the shareholders of the Company ratified the Purchase Agreement and the decision to change the Company’s name to Synthenol Inc. effective December 18, 2006.

These interim 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 March 31, 2008, the Company had not yet achieved profitable operations, has accumulated losses of $1,097,327 during its development stage 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.

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SYNTHENOL INC.

(A Development Stage Company)

Notes to Consolidated Financial Statements

March 31, 2007

Unaudited

Note 3 Notes Payable

Notes payable are comprised of the following:

a) A loan of $25,735 (December 31, 2007 - $26,649) (CAD$26,417) from Ubiquity Management Inc., a company controlled by a former director of the Company, is unsecured, bears interest at 5% per annum and is due on demand. Interest accrued as of March 31, 2008 is $4,319 (December 31, 2007 - $3,998).

b) A promissory note of $32,149 (December 31, 2007 - $33,290) (CAD$33,000) payable to Pannell Kerr Forster, Chartered Accountants, is unsecured, bears interest at the Bank of Canada prime rate (6.50% as of March 31, 2008) and due on demand. Interest accrued as of March 31, 2008 is $7,299 (December 31, 2007 - $6,777).

As of March 31, 2008, the Company received loans totaling $235,000 (December 31, 2007 - - $235,000) from Hokley Limited (“Hokley”), an unrelated third party, as follows:

a) On April 6, 2006, the Company received $10,000 from Hokley. The promissory note is unsecured and bears interest at 5% per annum. The principal and accrued interest is payable by the Company on June 30, 2008.

b) On July 31, 2006, the Company received $25,000 from Hokley. The promissory note is unsecured and bears interest at 5% per annum. The principal and accrued interest is payable by the Company on June 30, 2008.

c) On December 15, 2006, the Company received $15,000 from Hokley. The promissory note is unsecured and bears interest at 5% per annum. The principal and accrued interest is payable by the Company on June 30, 2008.

d) On February 26, 2007, the Company received $35,000 from Hokley. The promissory note is unsecured and bears interest at 5% per annum. The principal and accrued interest is payable by the Company on August 31, 2008.

e) On May 15, 2007, the Company received $30,000 from Hokley. The promissory note is unsecured and bears interest at 5% per annum. The principal and accrued interest is payable by the Company on May 15, 2008.

-12-

SYNTHENOL INC.

(A Development Stage Company)

Notes to Consolidated Financial Statements

March 31, 2007

Unaudited

Note 3 Notes Payable – cont’d

f) On July 18, 2007, the Company received $30,000 from Hokley. The promissory note is unsecured and bears interest at 5% per annum. The principal and accrued interest is payable by the Company on July 18, 2008.

g) On October 3, 2007, the Company received $30,000 from Hokley. The promissory note is unsecured and bears interest at 10% per annum. The principal and accrued interest is payable by the Company on October 3, 2008.

h) On December 7, 2007, the Company received $60,000 from Hokley. The promissory note is unsecured and bears interest at 10% per annum. The principal and accrued interest is payable by the Company on December 7, 2008.

Pursuant to SFAS No. 157, Fair Value Measurements, management has recognized that the interest rate on the notes payable (“Notes”) from Hokley is below fair market value, and has recorded a discount of $20,573 (December 31, 2007 - $20,573) on the funds received from Hokley during fiscal 2007. This value was recorded as additional paid-in capital and is being deferred and amortized over the term of the Notes. The carrying value of the Notes at March 31, 2008 of $229,763 (December 31, 2007 - $225,712) will be accreted to the face value over the term of the Notes.

Included in the notes payable balance at March 31, 2008 is accrued interest and loan fees of $16,715 (December 31, 2007 - $12,653) relating to the loans owing to Hokley.

Note 4 Related Party Transactions

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

					January 1, 2004
	Three month ended				(Date of Inception of the Development Stage) to
	March 31,				March 31,
	2008		2007		2008
Management and consulting fees	$	1,500	$	1,500	$	96,178
Wages		-		-		1,000
	$	1,500	$	1,500	$	97,178

At March 31, 2008, included in accounts payable and accrued liabilities is $34,000 (December 31, 2007 -$31,000) owing to directors of the Company. The amounts are unsecured, non-interest bearing and have no set terms of repayment.

-13-

SYNTHENOL INC.

(A Development Stage Company)

Notes to Consolidated Financial Statements

March 31, 2007

Unaudited

Note 5 Supplemental Cash Flow Information

					January 1, 2004
	Three months ended				(Dateof Inception of the Development Stage) to
	March 31,				March 31,
	2008		2007		2008
Cash paid for:
Interest	$	-	$	-	$	-
Income taxes (recovery)	$	-	$	-	$	(3,934	)
Common shares issued to settle notes payable	$	-	$	25,000	$	25,000

Note 6 Subsequent event

On April 1, 2008, the Company entered into an agreement with an unrelated third party, Ryerson Corporation A.V.V. (“Ryerson”), to sell the issued and outstanding shares of the Company’s 100% owned subsidiaries, 564448 BC Ltd. (“564448”) and Casino Marketing S.A. (“CMSA”) for consideration of $1. All inter-company debts between CMSA, 564448 and the Company will be cancelled. Ryerson will release the Company from any liability in respect of CMSA and 564448.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Synthenol Inc., a company organized under the laws of Florida, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions; competition; success of operating initiatives; our ability to raise capital and the terms thereof; changes in business strategy or development plans; future rental revenues; the continuity, experience and quality of our management; changes in or failure to comply with government regulations or the lack of government authorization to continue our projects; and other factors referenced in the Form 10-Q.

The use in this Form 10-Q of such words as "believes", "plans", "anticipates", "expects", "intends", and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. The success of the Company is dependent on our efforts, the employees and many other factors including, primarily, our ability to raise additional capital.

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 the beliefs and estimates of our management as well as on assumptions made by and information currently available to us 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.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PLAN OF OPERATIONS

The Company is analyzing the economics of setting up a website and viewing the probability of raising capital to launch such a business model. The Company proposes to charge a monthly subscription fee and will initially offer daily prizes of $1,000 and weekly prizes of $5,000. The projected prize budget is $150,000 per month and the infrastructure costs and licensing fees will be in the range of $50,000 per month.

If the Company decides to pursue this business model they will have to raise approximately $2,500,000 to cover costs for one year. We estimate that the Company will in time have 50,000 paying subscribers and generate approximately $12 million per year.

In the event the company proceeds with this project they will apply to change their corporate name back to LegalPlay which is appropriate for the business they wish to enact.

On May 5, 2008, the Company passed a resolution to terminate the 1998 Combined Incentive and Non-qualified Stock Option Plan including (i) all options previously granted thereunder and which remain outstanding and unexercised and (ii) all unexpired or unterminated stock option agreements previously entered by the Company pursuant to the terms of the Stock Option Plan.

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.

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RESULTS OF CONTINUING OPERATIONS

Three months ended March 31, 2008 compared to three months ended March 31, 2007

REVENUES. Net sales for the three months ended March 31, 2008 and 2007 were $nil.

EXPENSES.  Operating expenses for the three months ended March 31, 2008 were $40,022 compared to $41,102 for the three months ended March 31, 2007.  The major expense item for the three months ended March 31, 2008 was the $8,958  interest and finance charges on notes payable, as compared to $nil for the three months ended March 31, 2007 due to money borrowed for general office and accounting services. The decrease of professional fees from $14,130 in 2007 to $6,000 in 2008 was due to reduction of legal fee.

FINANCIAL CONDITION AND LIQUIDITY

Our cash position was $38,585 at March 31, 2008 and was $66,273 at December 31, 2007.

Our working capital deficit at March 31, 2007 was $406,958 as compared to 376,314 at December 31, 2007.

The Company's ability to continue as a going concern and fund operations through the remainder of 2008 is contingent upon its ability to raise funds through equity or debt financing.

The Company has arranged loans from third party lenders in order to fund the on going operations of the business. These loans have been secured by way of Promissory Notes.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States of America in the preparation of our financial statements which requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Although these estimates are based on our knowledge of current events and actions we may undertake in the future, they may ultimately differ from actual results. Certain accounting policies involve significant judgments and assumptions by us, which have a material impact on our financial condition and results.  Management believes its critical accounting policies reflect its most significant estimates and assumptions used in the presentation of our financial statements.  Our critical accounting policies include debt management and accounting for stock-based compensation.  We do not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities".

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

There are controls and procedures that are designed to ensure that information required to be disclosed by Synthenol Inc. in the reports it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified by the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by Synthenol Inc. in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, Synthenol Inc. has evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2007, and, based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective in providing reasonable assurance of compliance.

Changes in Internal Control over Financial Reporting

During the three months ended March 31, 2008, management took steps to improve the internal controls over financial reporting by (1) searching for outside directors to establish an effective audit committee, (2) utilizing existing office staff in order to remedy the segregation of duties deficiencies, (3) writing accounting and financial reporting procedures to comply with the requirements of US GAAP and SEC disclosures, and (4) following the newly written accounting and financial reporting procedures in (3) which tightens the control over the period ends.

Management and directors will continue to monitor and  evaluate  the  effectiveness  of our  internal controls and procedures and our internal controls over financial reporting on an ongoing  basis and are  committed  to taking  further  action  and  implementing additional enhancements or improvements, as necessary and as funds allow.

PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number	Description
2.1*	Resolution of the Board of Directors regarding transfer of subsidiaries (8-K on April 7, 2008)
2.2*	Agreement for the sale  of shares (8-K on April 7, 2008)
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

*   previously filed with SEC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, 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: May 14, 2008
Cecil Morris
Director, President
/s/ John Page	Date: May 14, 2008
John Page
Director / Treasurer

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