10-Q 1 mainbody.htm MAINBODY mainbody.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

[X]
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the quarterly period ended September 30, 2008
   
[  ]
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the transition period __________ to __________
   
 
Commission File Number:  333-142890

Syncfeed, Inc.
(Exact name of small business issuer as specified in its charter)

Nevada
N/A
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)

50 West Liberty St. Suite 880 , Reno, NV 89501
(Address of principal executive offices)

778-991-7278
(Issuer’s telephone number)
 
_______________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
 
Check whether the issuer (1) 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [  ] 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.

[ ] Large accelerated filer Accelerated filer
[ ] Non-accelerated filer
[X] Smaller reporting company
  

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,150,000 common shares as of September 30, 2008.
 

 
TABLE OF CONTENTS
 
 
Page
 
PART I – FINANCIAL INFORMATION
 
Item 1:
Financial Statements
3
Item 2:
Management’s Discussion and Analysis of Financial Condition and Results of Operations
4
Item 3:
Quantitative and Qualitative Disclosures About Market Risk
8
Item 4T:
Controls and Procedures
8
 
PART II – OTHER INFORMATION
 
Item 1:
Legal Proceedings
9
Item 1A:
Risk Factors
9
Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds
9
Item 3:
Defaults Upon Senior Securities
9
Item 4:
Submission of Matters to a Vote of Security Holders
9
Item 5:
Other Information
9
Item 6:
Exhibits
9

 
2
 

PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements



These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended September 30, 2008 are not necessarily indicative of the results that can be expected for the full year.

 
3
 
SYNCFEED, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
As of September 30, 2008 and March 31, 2008

 
ASSETS
September 30, 2008
(unaudited)
  
March 31, 2008
(audited)
Current Assets
      
  Cash and equivalents
 $ -0-   $ -0-
           
TOTAL ASSETS
 $  -0-   $  -0-
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT
          
           
Current Liabilities          
   Accrued expenses
 $  10,591   $  7,091
           
           
Stockholders’ Deficit
          
   Common Stock, $.001 par value, 75,000,000 shares authorized, 2,150,000 shares issued and outstanding
   2,150     2,150
   Additional paid-in capital
   40,850     40,850
   Deficit accumulated during the development stage
    (53,591)      (50,091)
       Total stockholders’ deficit
    (10,591)      (7,091)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
 $  -0-   $  -0-

See accompanying notes to financial statements.
 
F-1
 
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (unaudited)
Three and Six Months Ended September 30, 2008 and 2007
Period from March 27, 2007 (Inception) to September 30, 2008

 
 
Three Months Ended
September 30, 2008
  
 
Three Months Ended
September 30, 2007
  
 
Six Months Ended
September 30, 2008
  
 
Six Months Ended
September 30, 2007
  
Period from
March 27, 2007
(Inception) to
September 30, 2008
Revenues
 $ -0-   $ -0-   $ -0-   $ -0-   $ -0-
                             
Operating expenses :
                            
    Professional fees
    1,500      2,000      3,500      38,495      53,591
                             
                             
                             
                             
Net Loss
 $ (1,500)   $ (2,000)   $ (3,500)   $ (38,495)   $ (53,591)
                             
Net loss per share:
                            
  Basic and diluted
 $ (0.00)   $ (0.00)   $ (0.00)   $ (0.02)   $ (0.02)
                             
 Weighted average shares outstanding:
                            
    Basic and diluted
   2,150,000     2,150,000     2,150,000     2,150,000     2,150,000

See accompanying notes to financial statements.
F-2
SYNCFEED, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ DEFICIT (unaudited)
Period from March 27, 2007 (Inception) to September 30, 2008

 
Common stock
  
Additional
paid-in
 
Deficit
accumulated
during the
development
    
 
Shares
  
Amount
  
capital
  
 stage
  
Total
Issuance of common stock for cash @$.001
   2,150,000   $ 2,150   $ 40,850   $ -   $ 43,000
Net loss for the year ended March 31, 2007
   -     -     -     (4,505)     (4,505)
Balance, March 31, 2007
   2,150,000     2,150     40,850     (4,505)     38,495
Net loss for the year ended March 31, 2008
   -     -     -     (45,586)     (45,586)
Balance March 31, 2008
   2,150,000     2,150     40,850     (50,091)     (7,091)
Net loss for the six months ended September 30, 2008
   -     -     -     (3,500)     (3,500)
Balance September 30, 2008
   2,150,000   $ 2,150   $ 40,850   $ (53,591)   $ (10,591)

See accompanying notes to financial statements.
F-3
(A DEVELOPMENT STAGE COMPANY)
RESTATED STATEMENTS OF CASH FLOWS (unaudited)
Six Months Ended September 30, 2008 and 2007
Period from March 27, 2007 (Inception) to September 30, 2008

 
 
 
Six Months Ended
September 30, 2008
  
 
 
Six Months Ended
September 30, 2007
  
Period from
March 27, 2007
(Inception) to
September 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES
          
  Net loss
 $ (3,500)   $ (38,495)   $ (53,591)
Change in non-cash working capital items
              
Prepaid expenses   -0-     4,000     -0-
  Accrued expenses
   3,500     (505)     10,591
CASH FLOWS USED BY OPERATING ACTIVITIES
   -0-     (35,000)     (43,000)
                 
CASH FLOWS FROM FINANCING ACTIVITIES
                
    Proceeds from sales of common stock
    -0-      -0-     43,000
  NET INCREASE IN CASH
   -0-     -0-     -0-
                 
  Cash, beginning of period
    -0-     35,000      -0-
  Cash, end of period
 $  -0-   $  -0-   $  -0-
                 
SUPPLEMENTAL CASH FLOW INFORMATION
                
    Interest paid
 $  -0-   $  -0-   $  -0-
    Income taxes paid
 $  -0-   $  -0-   $  -0-

See accompanying notes to financial statements.
F-4
SYNCFEED, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2008

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES
 
Nature of Business
 
Syncfeed, Inc. (“Syncfeed”), a development stage company located in Reno, Nevada, was incorporated in Nevada on March 27, 2007.  Syncfeed is developing crab feed formula for aqua farmers in China.  Syncfeed operates out of office space owned by a director and stockholder of the Company.  The facilities are provided at no charge.  There can be no assurances that the facilities will continue to be provided at no charge in the future.
 
Basis of Presentation
 
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC for the year ended March 31, 2008.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
 
Development Stage Company
 
The accompanying financial statements have been prepared in accordance with the Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by Development-Stage Enterprises”.  A development-stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
 
Cash and Cash Equivalents
 
Syncfeed considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At September 30, 2008 the Company had $-0- of cash.
 
Fair Value of Financial Instruments
 
Syncfeed’s financial instruments consist of cash and cash equivalents. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
 
F-5
SYNCFEED, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2008

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (continued)
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
Basic loss per share
 
Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.
 
Recent Accounting Pronouncements
 
Syncfeed does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
 
NOTE 2 – ACCRUED EXPENSES
 
Accrued expenses at September 30, 2008 consisted of the professional fees to be paid to the Company’s outside independent auditors and attorneys for services rendered for periods up to September 30, 2008.
 
NOTE 3 – INCOME TAXES
 
For the period ended September 30, 2008, Syncfeed has incurred net losses and, therefore, has no tax liability.  The net deferred tax asset generated by the loss carry-forward has been fully reserved.  The cumulative net operating loss carry-forward is approximately $53,500 at September 30, 2008, and will expire in the year 2028.
 
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
 
 
2008
Deferred tax asset attributable to:
  
  Net operating loss carryover
 $ 18,000
  Valuation allowance
   (18,000)
      Net deferred tax asset
 $ -
 
F-6
SYNCFEED, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2008

NOTE 4 – LIQUIDITY AND GOING CONCERN
 
Syncfeed has negative working capital, has incurred operating losses since inception, and has not yet received revenues from sales of products or services.  These factors create substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
 
The ability of Syncfeed to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations.  Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.
 
NOTE 5 - RESTATEMENT 
 
We have restated the Six Months Ended September 30, 2007 Statement of Cash Flows to correct the Net Loss from $(39,000) to $(38,495) and to correct the change in Accrued Expenses from $0 to $(505).  This restatement does not affect any other financial statements presented in this Form 10Q.
 
F-7
 
Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.   These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Plan of Operation

We were incorporated as “Syncfeed Inc.” in the State of Nevada on March 27, 2007. We are engaged in the business of developing, manufacturing, and selling commercial feed (the “Product”) specifically for commercially raised and harvested Chinese Mitten-handed Crabs (the “Crabs”). We are currently testing and refining the formula for our Product at our Crab farming facility in Xingou, Jianli, Hubei, China. When we are satisfied that our Product provides the greatest Return on Investment for Crab Farmers by being the most attractive to the Crab palate and the healthiest in terms of promoting the greatest weight gains in the shortest period of time, we will begin the manufacture and distribution of the Product to Crab farmers in the Lake Yangcheng area as well as throughout mainland China.

Product Development

We intend to continue to refine our product formula over the coming months. While we feel our product in its current form could compete effectively in the marketplace, we plan to improve the formula to increase its attractiveness to Crabs, improve its impact on Crab growth and reduce the costs of ingredients. We expect to incur roughly $10,000 on our product development in the next twelve months.
 
4

Locate Suitable Manufacturing

We do not currently have any manufacturing facilities. Our directors have contacted several general feed producers in the Guangdong province of China, and have begun negotiations for the manufacture of our product on a contract basis. We are currently negotiating price, payment, customer guarantee, shipping, inventory, delivery schedule and returns. Production of our crab feed doesn’t require any facilities or equipment beyond what is available at any general feed producer. We could contract with any general feed producer to manufacture our product by following our instructions. Most general feed producers already utilize the same method we use to produce the feed pellets; we simply need to provide the ingredients and their ratios. We do not anticipate renting a warehouse at this stage of our business. The feed producer we select to work with us will provide packaging, storage, and shipping services for us as part of our agreement.

Sales and distribution Strategy

Our goal is for our crab feed to become a leading product in the Chinese marketplace. In order to achieve our goal, we intend to increase awareness of our Product with potential customers, who we anticipate will be major retailers as wholesale customers and Crab farmers as end users. We intend to do this by engaging in the following:

1.  
Attending national and regional aquaculture product and technology promotional events and conferences. There are events and conferences hosted and managed by regional and central institutions and organizations to promote advanced aquaculture products and technology, including trade meetings, conferences, Expos, and promotional events. We plan to attend a number of such events, such as the Fishery Exhibition 2008, which are heavily attended by aquaculture merchants, wholesalers, and retailers, in order to further expose our product.

2.  
Developing direct marketing programs to attract retailers. In addition to attending the foregoing conferences and seminars, we intend to market directly to aquaculture farmers. Our marketing will include conducting seminars and the use of online and traditional advertising media such as newspapers and trade publications.

3.  
Promoting to the public through internet-based and traditional media advertising. We intend to use Internet-based and traditional media to promote our product directly to the public to raise public awareness of our product. Our plan is to create a public demand for Crabs raised on Syncfeed.

Sales Personnel
 
In the short term, we intend to use the services of our management to sell our products. As our product approaches the manufacturing stage, however, we plan to employ up to thirty salesman in the Guangdong province of China to promote and sell our product to wholesalers, retailers, and end-user Crab farmers. These sales representatives will be responsible for soliciting, selecting and securing accounts within a particular regional territory.
 
5

Significant Equipment
 
We do not intend to purchase any significant equipment for the next twelve months.

Expenses
 
In our management’s opinion, we can expect to incur the following expenses to fund our plan of operation for the next twelve months:

1.  
Audit fee, which consists primarily of accounting and auditing fees for the yearend audit. We estimate that our audit fees for the next twelve months will be approximately $10,000, which includes quarterly reviews;

2. 
Bank charges, which consist primarily of charges by our bank for processing transactions through our checking account. We estimate that our bank charges for the next twelve months will be approximately $100;

3.  
Legal and organizational fees, which consist primarily of legal fees paid by us regarding securities advice and organizing the company. We estimate that our legal and organizational fees for the next twelve months will be approximately $20,000 to $35,000; and

4. 
Other operating expenses, which consist primarily of the expenses incurred for further development of our Crab feed formula; for the advertising campaign for our Product; and for and other administrative expenses. We estimate that our other operating expenses for the next twelve months will be approximately $30,000.

We anticipate that, in time, the primary source of revenues for our business model will be the sale of our Product.

Results of Operations for the Three and Six Months Ended September 30, 2008 and 2007 and Period from March 27, 2007 (Date of Inception) until September 30, 2008

We generated no revenue for the period from March 27, 2007 (Date of Inception) until September 30, 2008. We do not anticipate earning revenues until such time that we refine our Product and successfully market it to our target consumers. We are presently in the development stage of our business and we can provide no assurance that we will successfully implement our business plan.

Our Operating Expenses were $1,500 during the three months ended September 30, 2008, compared with $2,000 for the three months ended September 30, 2007.  Our Operating Expenses were $3,500 during the six months ended September 30, 2008, compared with $38,495 for the six months ended September 30, 2007.  Our Operating Expenses were $53,591 for the period from March 27, 2007 (Date of Inception) to September 30, 2008. For each period mentioned, our Operating Expenses consisting entirely of Professional Fees.
 
6

We, therefore, recorded a net loss of $1,500 for the three months ended September 30, 2008, compared with $2,000 for the three months ended September 30, 2007.  We recorded a net loss of $3,500 for the six months ended September 30, 2008, compared with $38,495 for the six months ended September 30, 2007.  We recorded a net loss of $53,591 for the period from March 27, 2007 (Date of Inception) until September 30, 2008.

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to the continued development of our Product and the professional fees associated with our obligations as a reporting company under the Securities Exchange Act of 1934.

Liquidity and Capital Resources

As of September 30, 2008, we had no current assets.  We had $10,591 in current liabilities as of September 30, 2008. Thus, we had a working capital deficit of $10,591 as of September 30, 2008.

Operating activities used $43,000 in cash for the period from March 27, 2007 (Date of Inception) until September 30, 2008. Our net loss of $53,591 was the primary basis of our negative operating cash flow, offset by accrued expenses in the amount of $10,591. Financing Activities during the period from March 27, 2007 (Date of Inception) until September 30, 2008 generated $43,000 in cash during the period.

As of September 30, 2008, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Off Balance Sheet Arrangements

As of September 30, 2008, there were no off balance sheet arrangements.

Going Concern
 
We have negative working capital and have not yet received revenues from sales of products. These factors have caused our accountants to express substantial doubt about our ability to continue as a going concern.  The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

Our ability to continue as a going concern is dependent on our generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.
 
7

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4T.     Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2008.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Yin Cheng Kong.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2008, our disclosure controls and procedures are effective.  There have been no changes in our internal controls over financial reporting during the quarter ended September 30, 2008.

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

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

 
8
 
 
PART II – OTHER INFORMATION

Item 1.     Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A:  Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

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

No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended September 30, 2008.

Item 5.     Other Information

None

Item 6.      Exhibits

Exhibit Number
Description of Exhibit
31.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

9
 
SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
Syncfeed Inc.
   
Date:
November 10, 2008
   
 
By:       /s/ Yin Cheng Kong                                           
             Yin Cheng Kong
Title:    Chief Executive Officer and Director