SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-QSB
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2005
OR
[ ] 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: 000-50754
SYNERTECK INCORPORATED
----------------------
(Exact name of small business issuer as specified in its charter)
Delaware 20-0929024
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
11585 South State Street, Suite 102
Draper, Utah 84020
------------ -----
(Address of principal executive offices) (Zip Code)
(801) 816-2505 (Issuer's
telephone number)
(Former name or former address and former fiscal year, if changed since last
report.)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13, or 15(d) of the Exchange Act of 1934 after the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. As of March 31, 2005, the Company had
outstanding 500,000 shares of common stock, par value $0.001 per share.
Transitional Small Business Disclosure Format (check one) [ ] Yes [x ] No
2
PART I
FINANCIAL INFORMATION
The Financial Statements of the Company are prepared as of March 31, 2005.
ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-QSB
CONTENTS
Condensed Balance Sheets...................................................... 4
Condensed Statements of Operations............................................ 6
Condensed Statements of Stockholders' Equity.................................. 8
Condensed Statements of Cash Flows............................................ 9
Notes to the Condensed Financial Statements.................................. 11
3
SYNERTECK INCORPORATED
Condensed Balance Sheets
ASSETS
March 31, December 31,
2005 2004
------------------ -----------------
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 19,876 $ 36,376
Accounts receivable, net 16,781 16,769
Prepaid expenses 175 -
------------------ -----------------
Total Current Assets 36,832 53,145
------------------ -----------------
PROPERTY AND EQUIPMENT, NET 18,266 20,008
------------------ -----------------
OTHER ASSETS
Marketable securities 66,129 -
------------------ -----------------
Total Other Assets 66,129 -
------------------ -----------------
TOTAL ASSETS $ 121,227 $ 73,153
================== =================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 5,047 $ 7,885
Accrued expenses 12,370 10,157
------------------ -----------------
Total Current Liabilities 17,417 18,042
------------------ -----------------
LONG TERM LIABILITIES
Notes payable 15,000 15,000
Notes payable - related parties 35,000 35,000
------------------ -----------------
Total Long Term Liabilities 50,000 50,000
------------------ -----------------
TOTAL LIABILITIES 67,417 68,042
------------------ -----------------
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value; 100,000,000 shares
authorized, 500,000 shares issued and outstanding 500 500
Additional paid-in capital 59,810 59,810
Accumulated deficit (6,500) (55,199)
------------------- ------------------
Total Stockholders' Equity 53,810 5,111
------------------ -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 121,227 $ 73,153
================== =================
4
The accompanying notes are an integral part of these condensed financial
statements.
SYNERTECK INCORPORATED
Condensed Statements of Operations
(Unaudited)
For the Three Months Ended
March 31,
-------------------------------------
2005 2004
------------------ -----------------
NET REVENUES
Product revenue $ 8,797 $ 11,152
Service revenue 15,104 11,482
Product and service revenue - related parties 28,570 13,520
------------------ -----------------
Total Net Revenues 52,471 36,154
------------------ -----------------
OPERATING EXPENSES
Cost of sales-product 2,801 3,725
Cost of sales-service 4,050 3,516
Cost of sales-related parties 8,864 3,900
General and administrative 21,299 10,578
Selling and marketing 12,375 5,471
Research and development 5,379 3,196
------------------ -----------------
Total Operating Expenses 54,768 30,386
------------------ -----------------
INCOME (LOSS) FROM OPERATIONS (2,297) 5,768
------------------ -----------------
OTHER INCOME (EXPENSES)
Interest expense (986) -
Unrealized gain on marketable securities 51,982 -
Interest income - 67
------------------ -----------------
Total Other Income (Expenses) 50,996 67
------------------ -----------------
NET INCOME BEFORE INCOME TAXES 48,699 5,835
PROVISION FOR INCOME TAXES - (1,123)
------------------ -----------------
NET INCOME $ 48,699 $ 4,712
================== =================
BASIC NET INCOME PER SHARE $ 0.10 $ 0.01
================== =================
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 500,000 500,000
================== =================
5
The accompanying notes are an integral part of these condensed financial
statements.
SYNERTECK INCORPORATED
Statements of Stockholders' Equity
Common Stock Additional
------------------------------- Paid-in Accumulated
Shares Amount Capital Deficit
------------- ------------- -------------- ------------------
Balance, December 31, 2003 500,000 $ 500 $ (500) $ 8,572
Gain on forgiveness of related party debt - - 60,310 -
Net income for the year ended
December 31, 2004 - - - (63,771)
-------------- ------------- -------------- ------------------
Balance, December 31, 2004 500,000 500 59,810 (55,199)
Net income for the three months ended March 31,
2005 (unaudited) - - - 48,699
-------------- ------------- -------------- ------------------
Balance, March 31, 2005 (unaudited) 500,000 $ 500 $ 59,810 $ (6,500)
-------------- ------------- -------------- ------------------
6
The accompanying notes are an integral part of these condensed financial
statements.
SYNERTECK INCORPORATED
Condensed Statements of Cash Flows
(Unaudited)
For the Three Months Ended
March 31,
-------------------------------------
2005 2004
----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 48,699 $ 4,712
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Depreciation 1,742 302
Unrealized gain on marketable securities (51,982) -
Changes in operating assets and liabilities:
Accounts receivable (12) 722
Due to/from related parties - 4,123
Other current assets (175) -
Accounts payable (2,838) (3,668)
Accrued expenses 2,213 (878)
----------------- -----------------
Net Cash Provided (Used) by Operating Activities (2,353) 5,313
----------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities (14,147) -
----------------- -----------------
Net Cash Used in Investing Activities (14,147) -
----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes payable - 15,000
Proceeds from issuance of notes payable - related parties - 35,000
----------------- -----------------
Net Cash Provided by Financing Activities - 50,000
----------------- -----------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (16,500) $ 55,313
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 36,376 7,940
----------------- -----------------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 19,876 $ 63,253
================= =================
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
Interest $ - $ -
Income taxes $ - $ -
7
The accompanying notes are and integral part of these condensed financial
statements
SYNERTECK INCORPORATED
Notes to the Condensed Financial Statements
March 31, 2005 and December 31, 2004
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed financial statements have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted in accordance with such rules and regulations.
The information furnished in the interim condensed financial
statements include normal recurring adjustments and reflects all
adjustments, which, in the opinion of management, are necessary for a
fair presentation of such financial statements. Although management
believes the disclosures and information presented are adequate to
make the information not misleading, it is suggested that these
interim condensed financial statements be read in conjunction with the
Company's audited financial statements and notes thereto for the year
ended December 31, 2004 included in its Form 10-KSB. Operating results
for the three months ended March 31, 2005 are not necessarily
indicative of the results to be expected for the year ending December
31, 2005.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
You should read the following discussion of the company's financial
condition and results of operations in conjunction with the audited financial
statements and related notes included in this report. This discussion may
contain forward-looking statements, including, without limitation, statements
regarding our expectations, beliefs, intentions, or future strategies that are
signified by the words "expects," "anticipates," "intends," "believes," or
similar language. Actual results could differ materially from those projected in
the forward looking statements. You should carefully consider the information
set forth above under the caption "Risk Factors" in addition to the other
information set forth in this report. We caution you that Synerteck's business
and financial performance is subject to substantial risks and uncertainties.
Overview
Synerteck is an integrator of business strategy with technology solutions.
We attempt to understand the business of our clients principally from their
customer's point of view, in order to properly position ourselves to advocate
and implement measures that achieve the client's organizational objectives. Our
clients consist of small to medium sized organizations, operating in North
America and Europe. Currently, we service eight clients on a continuous monthly
basis and average ten additional clients for one-time or intermittent projects
over the course of a year. You can learn more about our business at our website
located at www.synerteck.com.
Results of Operations
Following is our discussion of the relevant items affecting results of
operations for the periods ended March 31, 2005 and 2004.
Revenues. Revenue is recognized upon completion of services or delivery of
goods. Advance customer payments are recorded as deferred revenue until such
time as they are recognized. Product sales are not warranted by the Company and
may be subject only to warranties that may be provided by the product
manufacturer. Therefore, product warranties have no effect on the financial
statements.
Synerteck generated net revenues of $52,471 during the three months ended
March 31, 2005, which represents a 45% increase compared to $36,154 in net
revenues during the first quarter of 2004. This increase was mainly due to added
services provided to existing clients. Although web site design revenues
decreased, several new IT service contracts were established in the first three
months of 2005 which added to the total net revenues recorded. During the first
three months of 2005 and 2004, we received $31,510 and $13,520, respectively, in
gross revenues from systems support. Other sources of revenue were information
technology services, hardware sales and equipment leases. We anticipate that
these three areas will constitute the principal source of Synerteck's revenue
for the foreseeable future.
Cost of Sales. Expenses which comprise cost of sales are the wholesale cost
of hardware, software, any accompanying licenses, product sales commissions, and
commissions paid in connection with information technology consulting contracts.
Also included in cost of sales are personnel and materials costs to administer
these information technology services. As more organizations utilize our
technology services, future expenses included in cost of goods sold will
increase as well as potential fee sharing expenses to organizations that assist
us in providing these services.
Cost of sales for the three months ended March 31, 2005 were $15,715, a
41% increase from $11,141 during the first quarter of 2004. This increase
corresponds with the increase in revenues for the quarter. Revenues for the
three months ended March 31, 2005 were more heavily weighted towards service as
opposed to hardware and software sales when compared to the same period in the
prior year. IT services and systems support yield a higher margin than hardware
and software sales. Cost of sales is attributable to (i) expenses incurred
pursuant to the delivery of our information technology support, and (ii) sales
commissions paid in connection with technology consulting projects.
General and Administrative Expenses. Our general and administrative
expenses have been comprised of administrative wages and benefits; occupancy and
office expenses; outside legal, accounting and
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other professional fees; travel and other miscellaneous office and
administrative expenses. General and administrative expenses for the three
months ended March 31, 2005 were $21,299, a 101% increase from $10,578 during
the first quarter of 2004. This increase was primarily due to accounting and
legal fees associated with the audit of the financial statements and filings
with the Securities and Exchange Commission. Professional fees accounted for
approximately $8,546 of general and administrative expenses during the three
month period ended March 31, 2005, as compared to $3,000 during the first three
months of 2004. Although we endeavor to decrease certain costs associated with
personnel salaries and benefits, professional fees, contract labor, and rent and
occupancy-related expense, as the business grows, these expenses will increase.
Because we sublease our office facilities from our former parent corporation, we
do not anticipate any material commitments for capital expenditures in the
foreseeable future.
Selling and Marketing Expenses. Our selling and marketing expenses include
selling/marketing wages and benefits; advertising and promotional expenses;
travel and other miscellaneous related expenses. Selling and marketing expenses
for the three months ended March 31, 2005 were $12,375, a 126% increase from
$5,471 during the first quarter of 2004. This increase was primarily
attributable to increased salaries of sales personnel as well as additional
expenditures for advertising and marketing. We expect that our sales and
marketing expenditures will increase as we continue to develop our client base
and expand our efforts in computer hardware and software leasing.
Product Development. Product research and development expenses for the
three months ended March 31, 2005 were $5,379, a 68% increase from $3,196 during
the first quarter of 2004. Our product development expenses relate primarily to
payroll and systems development for our programming and web site hosting
services. We believe that significant investments in product development are
required to remain competitive. Accordingly, we expect to incur increased
expenditures with respect to product development in future periods.
Other Income (Expense). We incurred net other income of $50,996 for the
three months ended March 31, 2005 compared to net other income of $67 during the
first three months of 2004. The income recorded in the first quarter of 2005 is
the result of stock options exercised by the Company which were received from a
client for services rendered. The increase in value of the stock of $51,982 has
been recorded as an unrealized gain on marketable securities. The expenses
incurred in this category were comprised primarily of interest expenses related
to the notes payable issued by the Company during the first half of 2004. Income
tax expense of $1,123 was also recorded during the first three months of 2004.
Off-Balance Sheet Arrangements
Synerteck is not subject to any off-balance sheet arrangements.
Personnel
Synerteck has two full-time employees, two part-time employees, and
numerous project-based contract personnel that we utilize to carry out our
business. We utilize contract personnel on a continuous basis, primarily in
connection with service contracts which require a high level of specialization
for one or more of the service components offered. We expect to hire one more
full-time employee during 2005. Although competition for technology personnel in
the metropolitan Salt Lake City area is intense, because we offer competitive
compensation, maintain a productive and collegial work environment, and work
with internationally-based clients, we don't believe we will have significant
difficulty retaining additional employees or contract personnel in the future.
Liquidity and Capital Resources
Since inception, we have financed Synerteck's operations from its business
cash flows and the issuance of $50,000 of promissory notes. As of March 31,
2005, Synerteck's primary source of liquidity consisted of $19,876 in cash and
cash equivalents. Because Synerteck is profitable, we do not expect to require
additional investment capital during the next twelve months to continue our
operations at their current level. Nevertheless, we may seek to secure
additional debt or equity capital to finance substantial business development
initiatives or acquire another information technology firm. At present, however,
we have no plans to seek any such additional capital or to engage in any
business development or acquisition activity.
10
FORWARD LOOKING STATEMENTS AND RISK FACTORS
Forward Looking Statements
When used in this report, the words, "believes," "plans," "expects," and
similar expressions are intended by us to identify forward-looking statements
within the meaning of and Section 21E of the Securities Exchange Act of 1934, as
amended. Such statements are subject to certain risks and uncertainties,
including those discussed below, that could cause actual results to differ
materially from those we have projected. These forward-looking statements speak
only as of the date hereof. All of these forward-looking statements are based on
our estimates and assumptions, which although we believe them to be reasonable,
are inherently uncertain and difficult to predict. We cannot assure you that the
benefits anticipated in these forward-looking statements will be achieved.
We undertake no obligation to update any forward-looking statements, but
you are advised to consult any further disclosures by the Synerteck on this
subject in its subsequent filings pursuant to the Securities Exchange Act of
1934. Furthermore, we are providing these cautionary statements identifying risk
factors, listed below, that could cause our actual results to differ materially
from expected and historical results. It is not possible for our management to
foresee or identify all such factors. Consequently, this list should not be
considered an exhaustive statement of all potential risks, uncertainties and
inaccurate assumptions.
RISK FACTORS
Operating Risks
We are Heavily Dependent Upon our Key Personnel. Synerteck's success
depends, in large part, upon the talents and skills of its management and key
personnel. In addition, to the extent that any of our key personnel are unable
or refuse to continue their association with Synerteck, a suitable replacement
would have to be found. The competition for qualified personnel in the computer
networking is intense, and there are limited numbers of such qualified personnel
in the metropolitan Salt Lake City area. We cannot assure you that we would be
able to find suitable replacements for our existing management personnel or
technical personnel, or that we could retain such replacements for an affordable
amount.
You May Not Agree With The Decisions of Our Management Team. Although
Synerteck's directors and officers will endeavor to make decisions as they
reasonably deem consistent with their fiduciary duties under Delaware corporate
law, you may disagree with these decisions. Synerteck's management has
significant control over stockholder matters, which may affect the ability of
minority stockholders to influence our activities.
We are Heavily Dependent Upon a Few Key Clients. Three client accounts
comprise a substantial majority of Synerteck's monthly revenues, one of which is
serviced on an oral agreement on a month-to-month basis. If we lost one or all
of these clients, we would be required to immediately replace these clients with
similar sized accounts, or dramatically cut our operating costs to remain in
business. If Synerteck were to cease its operations, you would likely lose the
entire value of your investment.
Our Business is Inherently Risky. Service based businesses in the computer
networking and hosting industries are inherently risky. If our services do not
generate enough cash flow to meet our operating expenses (such as debt service,
capital expenditures, and legal and accounting fees), our ability to develop and
expand our business and become profitable will be adversely affected.
Our Business Could be Adversely Affected by Many Factors. Income from
outsourced networking, hosting, and programming services may be adversely
affected by a number of factors, including, but not limited to:
o the general economic climate (such as too much supply or too little
demand for information technology services, as well as changes in
market rates);
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o the increasing tendency of medium sized businesses to rely on internal
personnel to service and maintain computer networks, even if such
personnel are not properly trained to perform the tasks required;
o intense competition and rapid and significant technological change in
the information technology industry;
o increasing competition from outsourced lowre overhead firms in India,
Russia, and other rapidly developing technology sectors around the
world; or
o damage from fire, earthquakes, prolonged power outages, or other
natural or man-made disasters. o
We will Require Additional Financing for Expansion and other Functions. We
will likely require substantial additional capital in the future for expansion,
business development, marketing, computer software and systems, overhead,
administrative, and other expenses. We cannot assure you that we will be able to
raise additional funds or that financing will be available to Synerteck on
acceptable terms. Lack of additional funds could significantly affect our
business. Further, funds raised through future equity financing could be
substantially dilutive to you and other existing shareholders.
We Compete With Substantially Larger Companies. In attempting to market our
services to medium and larger organizations, we compete with substantially
larger companies which have greater name recognition and financial resources to
price their services and, in particular, computer products which are purchased
through them. Accordingly, we may not be able to effectively compete for larger
outsourcing and purchasing contracts unless and until we possess additional
financial, marketing, and technical resources.
Our Computer Systems May Fail. Synerteck's success is substantially
dependent upon our ability to deliver our clients high quality, uninterrupted
access to their websites, their networks, their e-mail systems, and technology
applications, which requires that we actively maintain our computer hardware and
software systems, as well as the data and information stored therein. Our
systems are vulnerable to damage by fire, natural disaster, power loss,
telecommunications failures, unauthorized intrusion, and other catastrophic
events. Any substantial interruption in our systems would have a material
adverse effect on our business, operating results, and financial condition. In
addition, our systems may be vulnerable to computer viruses, physical or
electronic break-ins, sabotage, or other problems caused by third parties which
could lead to interruptions, delays, loss of data, or cessation in service to
persons desiring to access their networks and internet properties. The
occurrence of any of these risks could have a material adverse effect upon
Synerteck's business, results of operations, and financial condition.
Investment Risks
A Purchase of Synerteck Shares is a Speculative Investment. Synerteck's
shares are a speculative investment. To date, Synerteck has generated a modest
amount of profits and we cannot guarantee that it will continue to do so or that
the level of profits will increase in the future. If Synerteck were to lose one
or more of its principal customers, it would likely generate losses, and we
would be forced to scale down Synerteck's operations or raise investment capital
to continue operations. If Synerteck were to generate losses and we were
unsuccessful at decreasing Synerteck's operating costs or raising investment
capital, it is unlikely that Synerteck would be able to meet its financial
obligations and you could lose your entire investment.
You May Lack Liquidity in Your Shares. Our stockholders may have greater
difficulty in selling their shares when they want and for the price they want.
The over-the-counter bulletin board is separate and distinct from the Nasdaq
stock market. The bulletin board does not operate under the same rules and
standards as the Nasdaq stock market, including, for example, order handling
rules. The absence of these rules and standards may make it more difficult for a
stockholder to obtain execution of an order to trade and to obtain the price
they wanted for a trade. This means our shareholders may not be able to sell
their shares when they want for a price they want. In addition, because stocks
traded on the bulletin board are usually thinly traded, highly volatile, have
fewer market makers and are not followed by analysts, our stockholders may have
greater difficulty in selling their shares when they want and for the price they
want. Investors' orders may be filled at a
12
price much different than expected when an order is placed. Trading activity in
general is not conducted as efficiently and effectively as with Nasdaq-listed
securities. Bulletin board transactions are conducted almost entirely manually.
Because there are no automated systems for negotiating trades on the bulletin
board, they are conducted via telephone. In times of heavy market volume, the
limitations of this process may result in a significant increase in the time it
takes to execute investor orders. Therefore, when investors place market orders
- - an order to buy or sell a specific number of shares at the current market
price - it is possible for the price of a stock to go up or down significantly
during the lapse of time between placing a market order and getting execution.
Because bulletin board stocks are usually not followed by analysts, there may be
lower trading volume than for Nasdaq-listed securities.
We Have Never Issued a Dividend and Don't Anticipate any Dividends in the
Future. Synerteck has never issued a dividend and we do not anticipate paying
dividends on our common stock in the foreseeable future. Furthermore, we may
also be restricted from paying dividends in the future pursuant to subsequent
financing arrangements or pursuant to Delaware law.
We Have Limited the Liability of Our Management. Synerteck has adopted
provisions in its Certificate of Incorporation which limit the liability of our
officers and directors and provisions in our bylaws which provide for
indemnification by Synerteck of our officers and directors to the fullest extent
permitted by Delaware corporate law. Synerteck's Certificate of Incorporation
generally provide that its directors shall have no personal liability to
Synerteck or its stockholders for monetary damages for breaches of their
fiduciary duties as directors, except for breaches of their duties of loyalty,
acts or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, acts involving unlawful payment of dividends or
unlawful stock purchases or redemptions, or any transaction from which a
director derives an improper personal benefit. Such provisions substantially
limit your ability to hold directors liable for breaches of fiduciary duty.
You Could be Diluted from the Issuance of Additional Common and Preferred
Stock. Synerteck is authorized to issue up to 100,000,000 shares of common stock
and 10,000,000 shares of preferred stock. To the extent of such authorization,
the Synerteck board of directors will have the ability, without seeking
shareholder approval, to issue additional shares of common stock in the future
for such consideration as the board may consider sufficient. The issuance of
additional common stock in the future may reduce your proportionate ownership
and voting power.
ITEM 3. CONTROLS AND PROCEDURES
The Company's principal executive officer and principal financial officer,
based on their evaluation of the Company's disclosure controls and procedures
(as defined in Rules 13a-14 (c) and 15d-14 (c) of the Securities Exchange Act of
1934) as of March 31, 2005 have concluded that the Company's disclosure controls
and procedures are adequate and effective to ensure that material information
relating to the Company and its consolidated subsidiaries are recorded,
processed, summarized and reported within the time periods specified by the
SEC's rules and forms, particularly during the period in which this annual
report has been prepared.
The Company's principal executive officer and principal financial officer
have concluded that there were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls for
the quarter ended March 31, 2005, the date of their most recent evaluation of
such controls, and that there were no significant deficiencies or material
weaknesses in the Company's internal controls.
13
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
No reports on Form 8-K were filed during the quarter ended March 31,
2005.
The following documents are filed as exhibits to this Form 10-QSB:
INDEX TO EXHIBITS
Exhibit
Number Title of Document
------ -----------------
3.1 Certificate of Incorporation of Synerteck Incorporated, a Delaware corporation. (1)
3.2 Bylaws of Synerteck Incorporated, a Delaware corporation. (1)
10.1 Services Agreement between the Registrant and Healthcare Enterprise Group PLC.(1)
10.2 Summary of Services Agreement between the Registrant and Moore, Clayton & Co.
Inc. (1)
10.3 Services Agreement between the Registrant and SportsNuts, Inc. (1)
10.4 Management and Business Development Agreement between the Registrant and
SportsNuts, Inc. (1)
10.5 Sublease Agreement between the Registrant and SportsNuts, Inc. (1)
99.1 Certification by Chief Executive Officer, Clayton Barlow, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
99.2 Certification by Chief Financial Officer, Chene Gardner, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
99.3 Certification by Chief Executive Officer Clayton Barlow, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
99.4 Certification by Chief Financial Officer Chene Gardner, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
(1) Filed as an Exhibit to Amendment Number 2 to the Company's registration
statement on Form 10-SB, filed with the Commission on September 15, 2004.
15
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.
SYNERTECK INCORPORATED
Date: May 11, 2005 BY: /S/ Chene Gardner
- ------------------------- -------------------------------
Chene Gardner
Chief Financial Officer
16