U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For Quarter Ended: March 31, 2009

Commission File Number: 333-136827

SYZYGY ENTERTAINMENT, LTD.

(Exact name of small business issuer as specified in its charter)

Nevada	20-4114478
(State of Incorporation)	(IRS Employer ID No)

4201 Congress Street, Suite 145, Charlotte, NC 28208

(Address of principal executive office)

(704) 366-5122

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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 definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

(Do not check if a smaller reporting company)

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

Yes o No x.

The number of shares outstanding of registrant’s common stock, par value $0.001 per share, as of April 27, 2009, was 40,509,043.

Syzygy Entertainment, Ltd. and Subsidiaries

Index

		Page
PART I	FINANCIAL INFORMATION (Unaudited)

Item 1:	Condensed Consolidated:

	Balance Sheets as of March 31, 2009 and December 31, 2008	3

	Statements of Operations for the three months ended March 31, 2009 and 2008	4

	Statements of Cash Flows for the three months ended March 31, 2009 and 2008	5

	Notes to Financial Statements	6

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	11

Item 4T:	Controls and Procedures	11

PART II	OTHER INFORMATION	12

Item 1:	Legal Proceedings	12
Item 1A:	Risk Factors	12
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3:	Defaults Upon Senior Securities	12
Item 4:	Submission of Matters to a Vote of Security Holders	12
Item 5:	Other Information	12
Item 6:	Exhibits	12

SYZYGY ENTERTAINMENT, LTD. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

March 31, 2009 (unaudited) and December 31, 2008

	2009			2008
Assets
Current assets
Cash and cash equivalents	$	122,882		$	172,517
Accounts receivable, net of allowance of $724,050		563,390			323,938
Inventory		30,933			40,410
Prepaid expenses and other assets		80,854			55,768
Total current assets		798,059			592,633
Property and equipment, net		1,524,250			1,763,457
Deposits and other assets		240,500			353,964
Total assets	$	2,562,809		$	2,710,054

Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable	$	84,239		$	244,784
Accrued expenses		229,624			118,705
Senior secured promissory note		405,000			640,000
Non-interest bearing advances from shareholders		2,639,358			2,543,401
Total current liabilities		3,358,221			3,546,890

Commitments and contingencies

Stockholders' deficit
Preferred stock: $.001 par value; authorized 10,000,000
shares; no shares issued and outstanding		-			-
Common stock: $.001 par value; authorized 200,000,000
shares; 40,509,043 and 40,259,043 shares issued and
outstanding at March 31, 2009 and December 31, 2008,
respectively		40,509			40,259
Additional paid-in capital		3,833,861			3,806,611
Accumulated deficit		(4,669,782	)		(4,683,706	)
Total stockholders' deficit		(795,412	)		(836,836	)
Total liabilities and stockholders' deficit	$	2,562,809		$	2,710,054

See accompanying notes to condensed consolidated financial statements.

SYZYGY ENTERTAINMENT, LTD. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

Three Months Ended March 31, 2009 and 2008

(Unaudited)

	2009			2008
REVENUE
Gaming revenue	$	628,863		$	970,300
Bar and miscellaneous revenue		69,073			19,877
Total revenue		697,936			990,177
COSTS AND EXPENSES
Cost of bar product		29,695			45,546
Government gaming tax		94,186			196,419
Operating expenses		689,679			646,620
General and administrative expense		152,508			31,178
Total costs and expenses		966,068			919,763
Net earnings (loss) from operations		(268,132	)		70,414
Other income (expense):
Rent income		-			18,000
Gain on sale of Elite		314,512			-
Other income		8,258			-
Interest expense		(40,714	)		-
Other income		282,056			18,000
Net earnings (loss) before income taxes		13,924			88,414
Provision for income taxes		-			-
Net earnings	$	13,924		$	88,414

Net earnings (loss) per common share,
basic and diluted	$	0.00		$	0.00

Weighted average number of common shares
outstanding, basic and diluted		40,470,154			40,194,035

See accompanying notes to condensed consolidated financial statements.

SYZYGY ENTERTAINMENT, LTD. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

Three months ended March 31, 2009 and 2008

(Unaudited)

	2009			2008
Operating activities
Net earnings (loss)	$	13,924		$	88,414
Adjustment to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization		219,912			65,367
Stock compensation		7,500			-
Gain on sale of Elite		(314,512	)		-
Increase (decrease) from changes in:
Accounts receivable		(239,453	)		(58,553	)
Inventory		9,478			(22,393	)
Prepaid expenses and other assets		24,914			(4,215	)
Accounts payable		(160,544	)		224,342
Accrued expenses		110,919			52,691

Net cash provided by (used in) operating activities		(327,862	)		345,653

Investing activities
Proceeds from sale of Elite		500,000			-
Acquisition of property and equipment		(17,729	)		(186,559	)
Net cash used in investing activities		482,271			(186,559	)

Financing activities
Loans from (repayments to) shareholders, net		95,956			(4,040	)
Loan repayment		(300,000	)		-
Net cash provided by financing activities		(204,044	)		(4,040	)

Net increase in cash and cash equivalents		(49,635	)		155,054
Cash and cash equivalents, beginning of period		172,517			86,454
Cash and cash equivalents, end of period	$	122,882		$	241,508


Supplemental cash flow information
Cash paid for interest and income taxes:
Interest	$	40,714		$	-
Income taxes		-			-

Non-cash investing and financing activities:
Common stock issued for convertible debentures and interest	$	-		$	876,873

See accompanying notes to condensed consolidated financial statements.

Syzygy Entertainment, Ltd. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following notes to the condensed consolidated financial statements and management’s discussion and analysis or plan of operation contain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements may include projections or expectations of future financial or economic performance of the Company, and statements of the Company’s plans and objectives for future operations. Words such as “expects”, “anticipates”, “approximates”, “believes”, “estimates”, “hopes”, “intends”, and “plans”, and variations of such words and similar expressions are intended to identify such forward-looking statements. No assurance can be given that actual results or events will not differ materially from those projected, estimated, assumed or anticipated in any such forward-looking statements.

NOTE 1—ACCOUNTING POLICIES

Basis of presentation and organization

The condensed consolidated financial statements include the accounts of Syzygy Entertainment, Ltd. (“Syzygy”) (formerly Triple Bay Industries, Inc.) and its wholly-owned subsidiaries Rounders Ltd. (“Rounders”), and The Game International TCI, Ltd. (“The Game”) collectively referred to herein as “the Company” or “the Companies.” All significant intercompany balances and transactions have been eliminated in consolidation.

The condensed consolidated financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation. These condensed consolidated financial statements have not been audited.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. However, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report for the year ended December 31, 2008, which is included in the Company’s Form 10-K for the year ended December 31, 2008. The financial data for the interim periods presented may not necessarily reflect the results to be anticipated for the complete year.

Certain reclassifications of the amounts presented for the comparative period have been made to conform to the current presentation.

Recent accounting pronouncements

Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

NOTE 2—GOING CONCERN

At March 31, 2009, the Company had a significant working capital deficit of $2,642,836. The major component of the working capital deficit is the $2,639,358 in advances from stockholders. The principal current asset is accounts receivable of $563,390. The Company has now developed a revenue source which should be sufficient to meet its obligations currently due within the next 12 months in normal economic conditions. The Company could continue to require advances from shareholders to meet short term cash flow requirements. In addition, the Company plans to expand its operations, which will require new capital. The Company had negative cash flow from gaming operations in the first quarter primarily due to the current economy, which raises doubt about the Company’s ability to continue as a going concern. See Note 3 regarding subsequent event.

The Company plans on raising additional funds through loans or private placements of its common stock to continue to expand the business. If the Company is unable to improve its operating cash flows or is unable to raise additional funds through private placement sales of its common stock, then the Company may be unable to continue as a going concern. There can be no assurance that additional financing will be available when needed or, if available, that it will be on terms favorable to the Company and its stockholders. If the Company is not successful in generating sufficient cash flows from operations, or in raising additional capital when required in sufficient amounts and on terms acceptable to the Company, these failures would have a material adverse effect on the Company’s business, results of operations and financial condition. If additional funds are raised through the issuance of equity securities, the percentage ownership of the Company’s current shareholders would be diluted. These financial statements do not include any adjustments that may result from the outcome of these uncertainties.

NOTE 3-SUBSEQUENT EVENT

On April 1, 2009, the Company entered into an agreement (the “Agreement”) between Caribbean Play Group Ltd., a Turks and Caicos company (“CPG”), 515 Field Ltd., Sean Sullivan, Rhynie Campbell and S. Gregory Smith.

At the closing of the Agreement, CPG will agree to convert $300,000 of its $385,000 loan to the Company into 3,000,000 newly issued restricted shares of common stock of Syzygy. Simultaneously with the closing, CPG will also agree to buy for $285,000, 2,850,000 newly issued restricted shares of the Company’s common stock, the proceeds of which are to be utilized by the Company to (a) repay $85,000 of CGP’s loan to the Company and (b) the remaining $200,000 will be utilized for the Company’s casino operations.

On completion of the items listed in the above paragraph, the Company shall issue to CPG an additional 5,000,000 shares of common stock or 10% of the shares of common stock outstanding, whichever is greater. In addition, the Company, Mercury Gaming Group LLC (“Mercury”) and CPG have agreed to work together to establish a turnkey, fully furnished and equipped casino lease approved by the Company for the new casino premises designed and outfitted to accommodate high play gambling. CPG and Syzygy have also agreed at closing to establish a new four person board of directors. Mike Pruitt, the Company’s present director, will resign and nominate S. Gregory Smith to serve as a director. Subject to Mr. Smiths’ approval, Mr. Rhynie Campbell shall have the authority to nominate one director, Sean Sullivan shall have the authority to nominate a director and CPG shall have the authority to nominate a director. On the completion of the items set forth in this above paragraph, and the execution of the casino lease, the Company will issue to CPG 10,000,000 shares of its restricted common stock to be held in escrow until and upon the commencement of operations of the new casino. Upon operation of the new casino, the shares will be released from escrow and delivered to CPG.

515 Field Ltd. has granted to CPG a right to purchase or to arrange for purchase a right of first refusal of 7,695,000 shares held by 515 Field Ltd. for a purchase price of $1,539,000 as well as the right to purchase $950,000 of debt of Syzygy held by 515 Field Ltd. Such right will be for a period of six months.

In addition, upon completion of the purchase of the stock and debt held by 515 Field Ltd., the newly elected officers and directors of the Company will use reasonable efforts to convert certain shareholder advances to Syzygy at $0.50 per share. Syzygy and CPG have agreed to establish a marketing agreement under which Mr. Rhynie Campbell will receive $120,000 per annum. Upon completion of all of the items described above, the Company agrees to issue to CPG additional common stock equal to 33% of the then issued and outstanding shares of stock in the Company, but when combined with shares previously issued shall be no less than 20,000,000 shares.

The initial closing shall take place after prior shareholder notification in compliance with all applicable securities laws and resignation of the appropriate directors and officers of the Company.

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

From time to time, we may publish forward-looking statements relative to such matters as anticipated financial results, business prospects, technological developments and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements and the accompanying Notes to Condensed Consolidated Financial Statements appearing earlier in this report. All statements other than statements of historical fact included in this Quarterly Report on Form 10-QSB are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. Important factors that could cause actual results to differ materially from those discussed in such forward-looking statements include, but are not limited to, the following: our current liquidity needs, as described in our periodic reports; changes in the economy; our inability to raise additional capital; our involvement in potential litigation; volatility of our stock price; the variability and timing of business opportunities; changes in accounting policies and practices; the effect of internal organizational changes; adverse state and federal regulation and legislation; and the occurrence of extraordinary or catastrophic events and terrorist acts. These factors and others involve certain risks and uncertainties that could cause actual results or events to differ materially from management’s views and expectations. Inclusion of any information or statement in this report does not necessarily imply that such information or statement is material. We do not undertake any obligation to release publicly revised or updated forward-looking information, and such information included in this report is based on information currently available and may not be reliable after this date.

COMPARISON OF THREE MONTHS ENDED MARCH 31, 2009 AND 2008

REVENUES

Revenues, principally from gaming, amounted to $697,936 during the quarter ended March 31, 2009, as compared to $990,177 in the prior year period. The decrease in 2009 is the result of the downturn in the economy which commenced in 2008. The revenue in 2008 included less than two full months of live gaming, which commenced on February 8, 2008, while the 2009 revenues include three full months of live gaming.

COSTS AND EXPENSES

Government gaming tax amounted to $94,186 and $196,419 in the three months ended March 31, 2009 and 2008, respectively. Commencing February 8, 2008, with the introduction of live gaming, we are subject to a new tax rate which is based on a declining scale with a maximum rate of 15%. Part of the 2008 amount was calculated at 30% based on the old rate.

Operating expenses amounted to $689,679 during the three month period ended March 31, 2009 as compared to $646,620 in the prior year period. Depreciation increased $31,081, building occupancy costs increased $32,205, accounting increased $27,800, payroll increased $21,965, and other miscellaneous costs declined $79,606, which accounts for the majority of the increase.

General and administrative expenses amounted to $152,508 during the three months ended March 31, 2009 as compared to $31,178 in the year earlier period. The increase is primarily due to the amortization of deferred loan costs and warrant costs associated with the senior secured promissory note in the amount of $123,464.

Other income (expense) includes the following for the three months ended March 31, 2009 and 2008:

	2009			2008
Rent income	$	-		$	18,000
Gain on sale of Elite		314,512			-
Other income		8,258			-
Interest expense		(40,714	)		-
	$	282,056		$	18,000

The Company began a sub-lease of restaurant space in January 2008 for $6,000 per month. The sub-lease terminated in 2008 when the space was destroyed by the hurricanes.

In December 2008, we opened the Elite Sports Bar which was designed as a slot parlor featuring 20 machines and a fully staffed bar. This location was sold to a local gaming company in the first quarter of 2009.

Interest expense in 2009 amounted to $40,714, which is the interest on the senior secured promissory note which was funded in the third quarter of 2008.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2009, the Company had a significant working capital deficit of $2,560,162. The major component of the working capital deficit is the $2,639,358 in advances from stockholders. The principal current asset is accounts receivable of $563,390. The Company has now developed a revenue source which should be sufficient to meet its obligations currently due within the next 12 months in normal economic conditions. The Company could continue to require advances from shareholders to meet short term cash flow requirements. In addition, the Company plans to expand its operations, which will require new capital. The Company had negative cash flow from gaming operations in the first quarter primarily due to the current economy, which raises doubt about the Company’s ability to continue as a going concern. See Note 3 regarding subsequent event.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4T: Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 240.13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934) as of March 31, 2009. Based on that review and evaluation, which included inquiries made to certain other employees of the Company, the CEO and CFO concluded that the Company’s current disclosure controls and procedures, as designed and implemented, are effective in ensuring that information relating to the Company required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including insuring that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Controls

The Company is increasing the review of financial statement preparation process to improve the accuracy and timeliness of the reported information. There have been no other significant changes in internal controls or in other factors that could significantly affect these controls during the quarter ended March 31, 2009, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II—OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

Not applicable.

ITEM 1A: RISK FACTORS

Not applicable.

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

During the three months ended March 31, 2009, the Company issued 200,000 shares of its common stock valued at $20,000 for a one-year consulting agreement and issued 50,000 shares of its common stock valued at $7,500 to its former general manager when he resigned in February 2009.

All of the shares issued were sold pursuant to an exemption from registration under Section 4(2) promulgated under the Securities Act of 1933, as amended.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

ITEM 5: OTHER INFORMATION

On July 18, 2008, Sean Sullivan became President and Chief Executive Officer. Michael D. Pruitt retained the title of Chief Financial Officer.

ITEM 6: EXHIBITS

The following exhibits are filed with this report on Form 10-Q.

Exhibit 31.1	Certification pursuant to 18 U.S.C. Section 1350 and Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer

Exhibit 31.2	Certification pursuant to 18 U.S.C. Section 1350 and Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer

Exhibit 32.1	Certification pursuant to 18 U.S.C. Section 1350 and Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer

Exhibit 32.2	Certification pursuant to 18 U.S.C. Section 1350 and Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer

SIGNATURES

In accordance with 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.

	SYZYGY ENTERTAINMENT, LTD.

May 19, 2009	By:	/s/ Sean L. Sullivan
		Sean L. Sullivan, Chief Executive Officer
		(Principal Executive Officer)

Syzygy Entertainment Ltd 10-Q