10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended:  June 30, 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  000-29219              

SYNTHENOL INC.

(Exact name of registrant as specified in its charter)

Florida	98-0199508
(State or other jurisdiction of incorporation or organization)	(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)

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 T No £

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	T

-1-

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

Yes £ No T

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 August 8, 2008 was 731,522.

-2-

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		12
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17
ITEM 4.	CONTROLS AND PROCEDURES	18
PART II--OTHER INFORMATION		18
ITEM 1.	LEGAL PROCEEDINGS	18
ITEM 1A.	RISK FACTORS	18
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	18
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	19
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	19
ITEM 5.	OTHER INFORMATION	19
ITEM 6.	EXHIBITS	19

-3-

PART I – FINANCIALS INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

SYNTHENOL INC.

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

Unaudited

-4-

SYNTHENOL INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
ASSETS	2008			2007
	Unaudited
Current
Cash	$	818		$	66,273
Receivable (Note 6)		1			-
	$	819		$	66,273
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current
Accounts payable and accrued liabilities (Note 4)	$	58,426		$	133,508
Notes payable (Notes 3 and 6)		300,099			309,079
		358,525			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 authorized 731,522 (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		6,034			5,213
Deficit		(1,305,454	)		(1,305,454	)
Deficit accumulated during the development stage		(1,039,518	)		(1,057,305	)
		(357,706	)		(376,314	)
	$	819		$	66,273

Contingencies (Note 2)

Commitments (Note 3)

Subsequent event (Note 7)

SEE ACCOMPANYING NOTES

-5-

SYNTHENOL INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

	Three months ended						Six months ended						January 1, 2004 (Date of Inception of the Development Stage) to
	June 30,						June 30,						June 30,
	2008			2007			2008			2007			2008
General and administrative expenses
Amortization	$	-		$	-		$	-		$	-		$	27,077
Bad debt		-			-			-			-			525
Corporate promotion		-			-			-			-			13,920
Finance charges		12,051			-			16,102			-			27,387
Insurance		-			-			-			-			15,901
Interest on notes payable (Note 3)		3,079			-			7,986			-			31,414
Management and consultant fees (Note 4)		26,625			29,157			50,981			51,914			275,580
Office supplies and services		2,628			4,040			3,337			8,255			49,754
Professional fees		12,810			576			18,810			14,706			254,017
Rent		-			-			-			-			16,311
Wages		-			-			-			-			84,258
Loss before other items		(57,192	)		(33,773	)		(97,216	)		(74,875	)		(796,144	)
Other items
Loss on disposition of equipment		-			-			-			-			(15,028	)
Write-down of intangible assets		-			-			-			-			(50,001	)
Write-off of payables		36,567			-			36,567			-			36,567
Write-off of notes payable		-			-			-			-			14,823
Gain on settlement of lawsuit		-			-			-			-			44,445
Loss from continuing operations		(20,626	)		(33,773	)		(60,649	)		(74,875	)		(765,338	)
Loss on sale of discontinued operations (Note 6)		78,436			-			78,436			-			(274,180	)
Net income (loss)	$	57,810		$	(33,773	)	$	17,787		$	(74,875	)	$	(1,039,518	)
Basic and diluted loss per common share	$	0.08		$	(0.05	)	$	0.02		$	(0.10	)
Weighted average number of common share outstanding – basic and diluted		731,522			731,522			731,522			731,522
Comprehensive loss
Net income (loss)	$	57,810		$	(33,773	)	$	17,787		$	(74,875	)	$	(1,039,518	)
Foreign currency translation adjustment		1,443			(6,660	)		821			(6,673	)		6,034
Total comprehensive loss	$	59,253		$	(40,433	)	$	18,608		$	(81,548	)	$	(1,033,484	)

SEE ACCOMPANYING NOTES

-6-

SYNTHENOL INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

							January 1, 2004
							(Date of Inception
							of the Development
	Six months ended						Stage) to
	June 30,						June 30,
	2008			2007			2008
Cash flows from operating activities
Net income (loss)	$	17,787		$	(74,875	)	$	(1,039,518	)
Adjustments to reconcile net loss to net cash used in operating activities:
Finance charges		16,102			-			27,387
Accrued interest on notes payable		7,986			6,954			31,414
Amortization		-			-			27,077
Foreign exchange effect on notes payable		(2,798	)		-			5,303
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 payables		(36,567	)		-			(36,567	)
Write-off of notes payable		-			-			(18,729	)
Gain on settlement of lawsuit		-			-			(44,445	)
Gain on sale of subsidiaries		(78,437	)					(108,121	)
Changes in non-cash working capital items:
Prepaid expenses and deposits		-			(10,709	)		-
Accounts payable and accrued liabilities		10,013			7,844			143,521
Cash used in continuing operations		(65,914	)		290			(422,033	)
Discontinued operations		(362	)		(290	)		(171,213	)
Net cash used in operating activities		(66,276	)		(70,786	)		(593,246	)
Cash flows from investing activities
Proceeds from sale of subsidiary		-			1			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		-			65,000			398,614
Proceeds from issuance of common stock		-			-			1,000
Net cash provided by financing activities		-			65,000			399,614
Effect of exchange rate changes on cash		821			(6,673	)		(14,718	)
Change in cash from continuing operations		(65,455	)		(12,459	)		(208,699	)
Cash, beginning		66,273			13,462			209,517
Cash, ending	$	818		$	1,003		$	818

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

																				Deficit
														Accumulated						Accumulated
								Additional						Other						During the
	Common Shares				Treasury			Paid-in			Subscriptions			Comprehensive						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

-8-

SYNTHENOL INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

Unaudited

																			Deficit
													Accumulated						Accumulated
								Additional					Other						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

-9-

SYNTHENOL INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

Unaudited

																		Deficit
												Accumulated						Accumulated
								Additional				Other						During the
	Common Shares				Treasury			Paid-in		Subscriptions		Comprehensive						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 income		-		-		-			-		-		-			-			17,787			17,787
Foreign currency translation adjustment		-		-		-			-		-		821			-			-			821
Balance at June 30, 2008 (Unaudited)		731,522	$	7,315	$	(270	)	$	1,974,187	$	-	$	6,034		$	(1,305,454	)	$	(1,039,518	)	$	(357,706	)

SEE ACCOMPANYING NOTES

-10-

SYNTHENOL  INC. Schedule 1

(A Development Stage Company)

STATEMENTS OF OPERATIONS FROM DISCONTINUED OPERATIONS

(Unaudited)

							January 1, 2004
							(Date of
							Inception of the
							Development
	Six months ended						Stage) to
	June 30,						June 30,
	2008			2007			2008
Amortization	$	-		$	-		$	57,051
Bad debts		-			-			20,388
Management and consulting fees		-			-			57,557
Professional fees		-			-			5,606
Office supplies and services		362			290			16,193
Rent		-			-			17,269
Royalty, software and advertising		-			-			69,251
Wage		-			-			105,659
		(362	)		(290	)		(348,974	)
Write-down of intangible assets		-			-			(155,000	)
Forgiveness of debts		-			-			359,008
Loss on disposition of equipment		-			-			(105,078	)
Incidental revenue		-			-			33,043
Operating income (loss) from discontinued operations		(362	)		(290	)		131,973
Gain on disposition of subsidiary – Note 6		78,437			-			108,121
Net income (loss)	$	78,075		$	(290	)	$	(108,880	)

SEE ACCOMPANYING NOTES

-11-

SYNTHENOL INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 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.” On October 31, 2006, the shareholders of the Company ratified the 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 June 30, 2008, the Company had not yet achieved profitable operations, has accumulated losses of $1,039,518 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.

-12-

SYNTHENOL INC.

(A Development Stage Company)

Notes to Consolidated Financial Statements

June 30, 2008

Unaudited

Note 3 Notes Payable

Notes payable are comprised of the following:

A promissory note of $32,954 (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 June 30, 2008) and due on demand. Interest accrued as of June 30, 2008 is $5,576 (December 31, 2007 - $6,777). On May 12, 2008, the Company entered into an agreement with Pannell Kerr Foster in order to settle outstanding debt of CAD$33,000 for a reduced amount of CAD$6,000. The date of the settlement was originally June 30, 2008. The Company failed to meet this obligation and the settlement date has been extended indefinitely.

The loans totaling $235,000 (December 31, 2007 - $235,000) from Hokley Limited (“Hokley”), an unrelated third party, are 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 December 31, 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 December 31, 2008.

a) 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 December 31, 2008.

b) 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.

c) 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. Subsequent to June 30, 2008, the Company entered into an agreement with Hokley to settle the debt. See Note 8.

d) 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 December 31, 2008.

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SYNTHENOL INC.

(A Development Stage Company)

Notes to Consolidated Financial Statements

June 30, 2008

Unaudited

Note 3 Notes Payable – cont’d

e) 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.

f) 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 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 June 30, 2008 of $233,814 (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 June 30, 2008 is accrued interest and loan fees of $27,755 (December 31, 2007 - $12,653) relating to the loans owing to Hokley.

During the six months ended June 30, 2008, the Company sold its two wholly-owned subsidiaries, see Note 7.  The sale of these subsidiaries resulted in the write off of the loan to Ubiquity Management Inc. of $25,735, plus accrued interest of $4,966.

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
					(Date of
					Inception of the
					Development
	Six month ended				Stage) to
	June 30,				June 30,
	2008		2007		2008
Management and consulting fees	$	3,000	$	3,000	$	97,678
Wages		-		-		1,000
	$	3,000	$	3,000	$	98,678

At June 30, 2008, included in accounts payable and accrued liabilities is $37,000 (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.

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SYNTHENOL INC.

(A Development Stage Company)

Notes to Consolidated Financial Statements

June 30, 2008

Unaudited

Note 5 Supplemental Cash Flow Information

					January 1, 2004 (Date
					of Inception of the
					Development
	Six months ended				Stage) to
	June 30,				June 30,
	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 Discontinued Operations

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 its wholly-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. As part of the agreement, Ryerson also assumed all of the liabilities of CMSA and 564448. As such, the Company recognized a gain on the disposition of its subsidiary.

Proceeds	$	1
Liabilities assumed by purchaser of Casino Marketing S.A.		8,169
Liabilities assumed by purchaser of 564448 BC Ltd.		70,267
Gain on sale of subsidiaries	$	78,437

Note 7 Subsequent event

On July 11, 2008, the Company assigned a 6% carried interest in Thermal Ablations Technology Canada to Hokley in exchange for the cancelation of the promissory note of $30,000, which was due and payable on May 15, 2008, and the interest and fees accumulated on the loan of $30,000.

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

In preparing the management’s discussion and analysis, the registrant presumes that you have read or have access to the discussion and analysis for the proceeding fiscal year.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act").   All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earning, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions of performance; and statements of belief; and any statements of assumptions underlying any of the foregoing.  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. 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: our ability to raise capital and the terms thereof; ability to gain an adequate player base to generate the expected revenue; competition with established gaming websites; adverse changes in government regulations or polices; 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. These forward-looking statements present the Company’s estimates and assumptions only as of the date of this report.  Except for the Company’s ongoing obligation to disclose material information as required by the federal securities laws, the Company does not intend, and undertakes no obligation, to update any forward-looking statements.

Although the Company believes that the expectations reflected in any of the forward-looking statements are reasonable, actual results could differ materially from those projected or assumed or any of the Company’s forward-looking statements.  The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

PLAN OF OPERATIONS

The Company has been auditing a software package for an online lottery game and is currently in negotiation to purchase a license.  The online lottery game is an instant win game that is similar to many national lotteries.  The player creates an account on the website and deposits funds into the account using a credit card.  He then chooses 6 numbers and the amount he would like to pay for the ticket. The winnings are calculated as a function of the initial ticket cost.  Once the player chooses to play the ticket, his account is debited for the ticket cost and six numbers are randomly generated.  When at least 3 numbers are matched, the player wins a prize.

The Company intends to design and launch a website for the purpose of marketing the online lottery game to players in the UK and European marketplace.

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

The following discussion of the financial condition and results of operation of the Company should be read in conjunction with the Financial Statements and the related Notes included elsewhere in this report.

Six months ended June 30, 2008 compared to Six months ended June 30, 2007

REVENUES. Net sales for the six months ended June 30, 2008 and 2007 were $nil.

EXPENSES.  Operating expenses for the six months ended June 30, 2008 were $97,216 compared to $74,875 for the six months ended June 30, 2007.  The major increase in expense for the six months ended June 30, 2008 was the $16,102  finance charges on notes payable, as compared to $nil for the six months ended June 30, 2007.

FINANCIAL CONDITION AND LIQUIDITY

Our cash position was $818 at June 30, 2008 and was $66,273 at December 31, 2007.

Our working capital deficit at June 30, 2008 was $357,706 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 June 30, 2008, 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 six months ended June 30, 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 in subsidiaries (8-K on April 7, 2008)
2.3*	Assignment agreement for TATC shares
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: August 14, 2008
Cecil Morris Director, President
/s/ John Page	Date: August 14, 2008
John Page Director / Treasurer

-19-

EX-31.1

Exhibit 31.1

SECTION 302 CERTIFICATION

I, Cecil Morris certify that:

1. I have reviewed this Form 10-Q of Synthenol Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control 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 control over financial reporting

August 14, 2008	/s/ Cecil Morris
(Date)	Cecil Morris Director / President

EX-31.2

Exhibit 31.2

SECTION 302 CERTIFICATION

I, John Page certify that:

1. I have reviewed this Form 10-Q of Synthenol Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control 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 control over financial reporting

August 14, 2008	/s/ John Page
(Date)	John Page Director / Treasurer

EX-32.1

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Synthenol Inc. (the "Company") for the quarter ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

1.          The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

August 14, 2008	/s/ Cecil Morris
(Date)	Cecil Morris Director, President

August 14, 2008	/s/ John Page
(Date)	John Page Director / Treasurer