10-Q/A 1 syn10q.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 --------------- QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended February 28, 2003, Commission File Number 000-12423 International Synergy Holding Company, Ltd. --------------------------------------------------------- (Exact name of Registrant as specified in its charter) Nevada 94-2906927 ------------------------ ----------------------------------- (State of Incorporation) (I.R.S. Employer Identification Number) 31847 Broadbeach Rd., Malibu, CA 90265 ---------------------------------------------------- (address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (310) 552-0870 N/A ---------------------------------------------------------------- (Former name, address or 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 x No ---------- ---------- The total number of shares outstanding of the issuer's common shares, no par value, as of the date of this report, is as follows: 5,786,390 INTERNATIONAL SYNERGY HOLDING COMPANY, LTD. PART 1: FINANCIAL INFORMATION INTERNATIONAL SYNERGY HOLDING COMPANY, LTD. CONSOLIDATED INTERIM FINANCIAL STATEMENTS FEBRUARY 28, 2003 INTERNATIONAL SYNERGY HOLDING COMPANY, LTD. CONSOLIDATED BALANCE SHEET

The accompanying notes are an integral part of these financial statements. INTERNATIONAL SYNERGY HOLDING COMPANY, LTD. CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED)

The accompanying notes are an integral part of these financial statements. INTERNATIONAL SYNERGY HOLDING COMPANY, LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

The accompanying notes are an integral part of these financial statements. INTERNATIONAL SYNERGY HOLDING COMPANY, LTD. NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS FEBRUARY 28, 2003 (UNAUDITED) Note 1 - Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been for the three months ended February 28, 2003 are not necessarily indicative of the results that may be expected for the year ended August 31, 2002. Note 2 - Net Income (Loss) Per Share Net income (loss) per share and common equivalent share is computed using the weighted average number of shares outstanding during each period. Note 3 - Contributed Assets Controlling interest in INTERNATIONAL SYNERGY HOLDING COMPANY, LTD., a Nevada Corporation, and its predecessor (the "Company"), was transferred from Jen Investment Corporation to the following entities: 1. Selective Entertainment 406,250 shares 2. United Assurance Company, Ltd. 406,250 shares 3. Apple Juice Productions 406,250 shares 4. International Synergy Holding Co 2,406,250 shares 5. International Annuity Trust Corporation 406,250 shares 6. IAT Mortgage Bankers 406,250 shares Item 2 - Managements Discussion and Analysis of Financial Condition and Results of Operations or Plan of Operation The following review concerns the periods ended Feb 28, 2003 and Feb 28, 2002, which should be read in conjunction with the financial statements and notes thereto presented in the Form 10-Q. The information set forth in Management's Discussion and Analysis of Financial Condition and Results of Operations below includes forward looking statements within the meaning of Section 27A of the Securities Act, and is subject to the safe harbor rules created by that section. Factors that could cause actual results to differ materially from these contained in the forward looking statements are set forth in management's Discussion and Analysis of Financial Condition and Results of Operations. Plan of Operation. ------------------ The Company has continued its efforts to acquire, merge with, and enter into other forms of business combinations. The television division has signed a production and distribution deal with Apple Juice Production regarding pilots for Kings Pawn a comedy series, and is beginning production of The Rich Generation. During the three months ended Feb 28, 2003, and Feb 28, 2002 the Company generated no revenues and incurred no expenses. As stated above in the Plan of Operation, due to the nature of the Company's activities, the Company's prospects for the future are dependent on a number of variables which cannot be predicted. Generally, after identifying a potential business opportunity, the Company could incur significant costs in evaluating the desirability of an acquisition or other form of business combination. Should the Company determine to proceed with the business combination, the transaction costs could be significant. Thereafter, results of operation would likely be materially affected by the business acquired or merger with the Company. (Balance of Page Left Blank Intentionally) PART II - Other Information ----------------------------- Item 1: Legal Proceedings The Company has sued the seller of Allied Artists Entertainment Group for his misrepresentations. Item 2: Change in Securities None 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 and Reports on Form 8-K Exhibit 11 - Computation of earnings per common share - see Statement of Operations Exhibit 99.1 - Certification by Byron J. Webb, President, pursuant to Section 906 of the Sorbanes-Oxley Act of 2002. Reports on Form 8-K - None SIGNATURES Pursuant to the requirements of Section 13 of 15(d) 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. INTERNATIONAL SYNERGY HOLDING COMPANY, LTD. (Registrant) Date: June 6, 2003 By: s/s Kenta Rooks -------------------------------- Kenta Rooks, CEO (Balance of Page Left Blank Intentionally) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) I, Kenta Rooks, certify that; 1. I have reviewed this quarterly report on Form 10-Q/A of International Synergy Holding Company, Ltd. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a 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 period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registration as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedure to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ Kenta Rooks --------------------------------------------- Kenta Rooks CEO & CFO June 6, 2003 EXHIBIT 99.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) In connection with the Quarterly Report of International Synergy Holding Company, Ltd a Nevada corporation (the "Company"), on Form 10-Q/A for the quarter ending February 28, 2003 as filed with the Securities and Exchange Commission (the "Report"), I, Kenta Rooks, Chief Executive Officer and Chief Financial Officer, of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my 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 result of operations of the Company. /s/ Kenta Rooks ------------------------------------------- Kenta Rooks CEO & CFO June 6, 2003

ALLIED ARTISTS ENTERTAINMENT GROUP INC 10-Q/A