Washington, D.C. 20549
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12-b2 of the Exchange Act).
SYNDICATION, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Balance Sheets
| | March 31, | | December 31, | |
| | 2007 | | 2006 | |
| | (Unaudited) | | | |
ASSETS | | | | | |
| | | | | |
CURRENT ASSETS | | | | | |
| | | | | |
Cash | | $ | 80,267 | | $ | 205,561 | |
Prepaid expenses | | | 12,500 | | | - | |
| | | | | | | |
Total Current Assets | | | 92,767 | | | 205,561 | |
| | | | | | | |
OTHER ASSETS | | | | | | | |
| | | | | | | |
Debt Offering Costs | | | 165,521 | | | 165,521 | |
Accumulated Amortization Debt Offering Costs | | | (61,990 | ) | | (48,197 | ) |
Total Other Assets | | | 103,531 | | | 117,324 | |
| | | | | | | |
TOTAL ASSETS | | $ | 196,298 | | $ | 322,885 | |
The accompanying notes are an integral part of these consolidated financial statements.
SYNDICATION, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
| | March 31, | | December 31, | |
| | 2007 | | 2006 | |
| | (Unaudited) | | | |
CURRENT LIABILITIES | | | | | |
| | | | | |
Accounts payable | | $ | 37,898 | | $ | 48,803 | |
Accounts payable - related party | | | 72,625 | | | 28,497 | |
Note payable - related party | | | 368,937 | | | 368,937 | |
Interest payable - related party | | | 71,427 | | | 128,377 | |
Note payable | | | 138,011 | | | 138,011 | |
Interest payable | | | 47,226 | | | 45,985 | |
Interest payable - convertible debenture | | | 154,680 | | | 123,099 | |
Directors fee accrued | | | - | | | 48,040 | |
Derivative Liability | | | 2,730,507 | | | 2,614,266 | |
| | | | | | | |
Total Current Liabilities | | | 3,621,311 | | | 3,544,015 | |
| | | | | | | |
LONG TERM LIABILITIES | | | | | | | |
| | | | | | | |
Convertible Debenture | | | 1,032,000 | | | 1,074,300 | |
Debt discount net of amortization | | | (711,915 | ) | | (746,146 | ) |
| | | | | | | |
Total Long Term Liabilities | | | 320,085 | | | 328,154 | |
| | | | | | | |
STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | |
| | | | | | | |
Preferred stock: 20,000,000 shares authorized of $0.0001 par value, no shares issued and outstanding | | | - | | | - | |
| | | | | | | |
Common stock: 3,000,000,000 shares authorized of $0.0001 par value, 266,846,589 shares issued and outstanding respectively | | | 26,685 | | | 13,748 | |
Additional paid-in capital | | | 4,847,489 | | | 4,670,745 | |
Stock subscriptions payable | | | | | | 2,500 | |
Stock warrants payable | | | 7,380 | | | 2,460 | |
Deficit accumulated prior to the development stage | | | (2,231,519 | ) | | (2,231,519 | ) |
Deficit accumulated during the development stage | | | (6,395,133 | ) | | (6,007,218 | ) |
| | | | | | | |
Total Stockholders’ Equity (Deficit) | | | (3,745,098 | ) | | (3,549,284 | ) |
| | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | $ | 196,298 | | $ | 322,885 | |
The accompanying notes are an integral part of these consolidated financial statements.
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
| | For the Three Months Ended March 31, | | From inception of the Development stage on January 1, 2004 through March 31, | |
| | 2007 | | 2006 | | 2007 | |
| | | | | | | |
CONSULTING REVENUE | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | |
OPERATING EXPENSES | | | | | | | | | | |
| | | | | | | | | | |
Bad debt expense | | | - | | | 49,564 | | | 403,916 | |
General and administrative | | | 27,340 | | | 12,837 | | | 1,071,284 | |
Consulting | | | 72,000 | | | 45,925 | | | 1,871,267 | |
| | | | | | | | | | |
Total Operating Expenses | | | 99,340 | | | 108,326 | | | 3,346,467 | |
| | | | | | | | | | |
OPERATING LOSS | | | (99,340 | ) | | (108,326 | ) | | (3,346,467 | ) |
| | | | | | | | | | |
OTHER INCOME (EXPENSES) | | | | | | | | | | |
Amortization of debt discount | | | (34,231 | ) | | - | | | (438,085 | ) |
Amortization of debt offering costs | | | (13,793 | ) | | (6,776 | ) | | (61,990 | ) |
Amortization of deferred fee | | | - | | | - | | | (406,000 | ) |
Interest income | | | 922 | | | - | | | 5,307 | |
Other Income (expenses) | | | (21,709 | ) | | (26,608 | ) | | 470,083 | |
Gain (Loss) on investments | | | - | | | (17,172 | ) | | (420,210 | ) |
Gain (Loss) on derivative liability | | | (173,874 | ) | | 151,454 | | | (1,748,196 | ) |
Interest expense | | | (45,890 | ) | | (16,541 | ) | | (429,327 | ) |
| | | | | | | | | | |
Total Other Income (Expenses) | | | (288,575 | ) | | 84,357 | | | (3,028,418 | ) |
| | | | | | | | | | |
LOSS BEFORE INCOME TAXES AND DISCONTINUED | | | | | | | | | | |
OPERATIONS | | | (387,915 | ) | | (23,969 | ) | | (6,374,885 | ) |
| | | | | | | | | | |
INCOME TAX EXPENSE | | | - | | | - | | | - | |
| | | | | | | | | | |
LOSS FROM CONTINUING OPERATIONS | | | (387,915 | ) | | (23,969 | ) | | (6,374,885 | ) |
| | | | | | | | | | |
LOSS FROM DISCONTINUED OPERATIONS | | | - | | | (15,198 | ) | | (20,248 | ) |
| | | | | | | | | | |
NET LOSS | | $ | (387,915 | ) | $ | (39,167 | ) | $ | (6,395,133 | ) |
| | | | | | | | | | |
LOSS PER SHARE FROM CONTINUING OPERATIONS | | $ | (0.00 | ) | $ | (0.00 | ) | | | |
| | | | | | | | | | |
LOSS FROM DISCONTINUED OPERATIONS | | | - | | | - | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
BASIC INCOME (LOSS) PER SHARE | | $ | (0.00 | ) | $ | (0.00 | ) | | | |
| | | | | | | | | | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | | | 180,182,586 | | | 99,993,946 | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
SYNDICATION, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
| | For the Three Months Ended March 31, | | From Inception of the Development Stage on January 1, 2004 Through March 31, | |
| | 2007 | | 2006 | | 2007 | |
| | | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | |
Net (Loss) | | $ | (387,915 | ) | $ | (39,167 | ) | $ | (6,395,133 | ) |
| | | | | | | | | | |
Adjustments to reconcile net loss to net cash | | | | | | | | | | |
provided (used) in operating activities: | | | | | | | | | | |
Common Stock issued for services | | | 87,248 | | | - | | | 1,520,480 | |
Stock warrants for services | | | 4,920 | | | - | | | 7,380 | |
Amortization of debt discount | | | 34,231 | | | | | | 438,085 | |
Amortization of debt offering costs | | | 13,793 | | | 6,776 | | | 61,990 | |
Amortization of deferred fees | | | - | | | - | | | 406,000 | |
Bad debt expense | | | - | | | 49,564 | | | 403,916 | |
Loss on investment value | | | - | | | 17,172 | | | 420,210 | |
Gain on A/P write off | | | - | | | - | | | (39,932 | ) |
Unearned compensation | | | - | | | - | | | 190,000 | |
Loss (Gain) on derivative liability | | | 173,874 | | | (151,454 | ) | | 1,748,196 | |
Contributed services | | | - | | | - | | | 69,471 | |
| | | | | | | | | | |
Changes in operating assets and liabilities: | | | | | | | | | | |
(Increase) decrease in prepaid expenses | | | (12,500 | ) | | - | | | (12,500 | ) |
(Increase) decrease in accounts receivable | | | | | | 10,450 | | | - | |
Decrease in accounts payable | | | (10,905 | ) | | (58,271 | ) | | (18,110 | ) |
Increase (decrease) in accounts payable - related party | | | 44,128 | | | (16,702 | ) | | 71,625 | |
Increase (decrease) in interest payable - related party | | | (56,950 | ) | | 11,068 | | | 38,463 | |
Increase (decrease) in interest payable - others | | | 1,241 | | | (8,356 | ) | | 52,897 | |
Increase (decrease) in interest payable - convertible debentures | | | 31,581 | | | (1,318 | ) | | 150,661 | |
(Decrease) in directors fee accrued | | | (48,040 | ) | | - | | | (44,000 | ) |
Increase in accrued expenses | | | - | | | - | | | 38,641 | |
Increase in accrued expenses related party | | | - | | | - | | | 32,000 | |
| | | | | | | | | | |
Net Cash Used in Operating Activities | | | (125,294 | ) | | (180,238 | ) | | (859,660 | ) |
| | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | |
Decrease in notes receivable - related party | | | - | | | (49,564 | ) | | (403,916 | ) |
Decrease in investments - related party | | | - | | | (17,172 | ) | | (420,210 | ) |
| | | | | | | | | | |
Net Cash Used in Investing Activities | | | - | | | (66,736 | ) | | (824,126 | ) |
| | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | |
Stock issued for cash | | | - | | | - | | | 50,000 | |
Proceeds from notes payable | | | - | | | - | | | 707,500 | |
Payments on notes payable | | | - | | | (163,750 | ) | | (265,739 | ) |
Proceeds from convertible debenture | | | - | | | 624,479 | | | 1,184,479 | |
Payments on convertible debentures | | | - | | | (168,038 | ) | | (168,038 | ) |
Proceeds from notes payable - related party | | | - | | | - | | | 280,097 | |
Payments on notes payable - related party | | | - | | | - | | | (24,260 | ) |
| | | | | | | | | | |
Net Cash Provided by Financing Activities | | | - | | | 292,691 | | | 1,764,039 | |
| | | | | | | | | | |
NET INCREASE (DECREASE) IN CASH | | | (125,294 | ) | | 45,717 | | | 80,253 | |
| | | | | | | | | | |
CASH, BEGINNING OF PERIOD | | | 205,561 | | | 255,684 | | | 14 | |
| | | | | | | | | | |
CASH, END OF PERIOD | | $ | 80,267 | | $ | 301,401 | | $ | 80,267 | |
The accompanying notes are an integral part of these consolidated financial statements.
SYNDICATION, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
| | For the Three Months Ended March 31, | | From Inception of the Development Stage on January 1, 2004 Through March 31, | |
| | 2007 | | 2006 | | 2007 | |
| | | | | | | |
SUPPLEMENTAL CASH FLOW INFORMATION | | | | | | | |
| | | | | | | |
Cash Payments For: | | | | | | | |
| | | | | | | |
Income taxes | | $ | - | | $ | - | | $ | - | |
Interest | | $ | - | | $ | - | | $ | 11,370 | |
| | | | | | | | | | |
Non-Cash Financing Activities | | | | | | | | | | |
| | | | | | | | | | |
Common stock issued for deferred fees | | $ | - | | $ | - | | $ | 304,000 | |
Common stock issued for converting N/P | | $ | - | | $ | - | | $ | 340,001 | |
Common stock issued for converting debt | | $ | 42,300 | | $ | - | | $ | 139,962 | |
| | $ | 87,248 | | $ | - | | $ | 1,512,981 | |
Forgiveness of debt - related party | | $ | - | | $ | - | | $ | 24,678 | |
The accompanying notes are an integral part of these consolidated financial statements.
SYNDICATION, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2007 and December 31, 2006
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been or omitted in accordance with such rules and regulations. The information furnished in the consolidated interim financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such consolidated financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these consolidated interim financial statements be read in conjunction with the Company’s most recent audited consolidated financial statements and notes thereto included in its December 31, 2006 Annual Report on Form 10-KSB. Operating results for the three months ended March 31, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.
NOTE 2 - GOING CONCERN
The Company’s consolidated financial statements are prepared using accounting principals generally accepted in the Unites States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At the 1st Quarter close, the Company had cash resources of $80,267.00 which the Company believes will be adequate resources to cover its operating costs and to allow it to continue as a going concern. The consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. It is management’s intent to seek growth by way of a merger or acquisition. It is the belief that over the next 12 months that Company will acquire at least one or more of acquisition candidates. The acquisition process should provide capital, revenue and incomes as a result. There is no assurance that the Company will be successful in its acquisition efforts or in raising the needed capital.
NOTE 3 - DEBENTURE
On December 30th 2005, Syndication, Inc. (the “Company”), in order to obtain alternative funding for its ongoing operations of the Company, entered into a Termination Agreement with Cornell Capital Partners, LP (the “Investor”) pursuant to which the Standby Equity Distribution Agreement entered between the Company and the Investor dated June 2004 was terminated. To that end, on December 30th 2005, the company then executed a Securities Purchase Agreement (the “Agreement”) for the sale of (i) $1,150,000 in secured convertible debentures (the “Debentures”) and (ii) stock purchase warrants (the “Warrants”) to buy 120,000,000 shares of our common stock. In accordance with EITF-00-19 and SFAS 150, since there is no explicit limit on the number of shares that are to be delivered upon exercise of the conversion feature, the Company is not able to assert that it will have sufficient authorized and unissued shares to settle the conversion option. As a result, the conversion feature should be accounted for as a derivative liability, with the fair value recorded in earnings each period. On February 6th 2006 the company issued an additional $700,000 of the $1,150,000 debenture and on June 8th 2006 issued the final $150,000 of the $1,150,000 debenture. As of March 31st, 2007, the Company converted $118,000 of its debenture to equity reducing the outstanding debenture balance from $1,150,000 to $1,032,000.
NOTE 4 - SUBSEQUENT EVENTS
Sy-Med Decompression Inc.
In April 2007 the company launched a wholly owned Subsidiary named “Sy-Med Decompression Inc.” Sy-Med Decompression is engaged in the business of providing a non-surgical treatment option for patients with back pain due to lumbar disc herniation, degenerative disc disease, sciatica, facet syndrome and spinal stenosis. Clinical studies have shown that spinal decompression treatments are more than 82% effective in relieving lower back pain and sciatica. The company’s business plan calls for a roll out of 10 Sy-Med Decompression Centers over the next 12 months. The roll out will include a combination of “Fee Per Click” partnership arrangements with current operating Chiropractic Centers and stand alone “doc in the box” centers that provide only decompression treatment services.
Of the $95,000 dollar cost for its first “Decompression Table”, the company financed $79,000 over a period of 5 years.
NOTE 5 - SHARE DISTRIBUTION
On November 14, 2006 the Company executed a service agreement with Vintage Fillings LLC. Whereby Vintage will provide all “EDGARIZING” services required by the company for a period of 1 year, (November 14, 2006 through November 14, 2007). The Company issued 10 million shares of common stock and will issue 10 million $ 0.0003 5 Year Warrants as compensation for said services. The shares were issued on March 10, 2007, were non-assessable, fully paid for and bore no registration rights.
On March 10th, 2007 the company issued a total of 48,040,000 shares of its common stock to the Board of Directors and Officers for services rendered for the year of 2006. The shares were issued as outlined below;
| |
President, Mark Solomon; | 15,400,000 Valued $15,400 @$0.001 per share on 03/09/07 |
CEO, Brian Sorrentino; | 25,800,000 Valued $25,800 @$0.001 per share on 03/09/07 |
CFO, Mrutyunjaya Chittavajhula | 3,420,000 Valued $ 3,420 @$0.001 per share on 03/09/07 |
BOD, Howard Siegal | 3,420,000 Valued $ 3,420 @$0.001 per share on 03/09/07 |
During the three months ended March 31, 2007, the Company issued 49,619,046 common shares to Cornell Capital LLC for converting $42,300 of the convertible debentures into equity.
There were 21,709,000 shares of common stock issued to extend two notes payable to March 10, 2008 pursuant to agreements dated March 7, 2007.
NOTE 6 - RECLASSIFICATION
The consolidated financial statements for periods prior to December 31, 2006, have been reclassified to conform to the headings and classifications used in the March 31, 2007, consolidated financial statements.
FORWARD-LOOKING STATEMENTS
The information in this registration statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact made in this registration statement are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Our actual results may differ significantly from management's expectations.
The following discussion and analysis should be read in conjunction with our financial statements and summary of selected financial data, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.
GENERAL
We are a consulting company formed to acquire controlling interests in or to participate in the creation of, and to provide financial, management and technical support to, development stage businesses. Our strategy is to integrate affiliated companies into a network and to actively develop the business strategies, operations and management teams of the affiliated entities.
It is the intent of our board of directors to develop and exploit all business opportunities to increase efficiencies between companies with which we may invest in or consult. In addition, we may acquire companies to be held as wholly owned subsidiaries.
We had one wholly owned subsidiary, Kemper Pressure Treated Forest Products, Inc. Kemper was engaged in the retail brokerage business of preservative treated lumber such as utility poles, bridge pilings, timber and guardrail posts. Kemper had one customer and as a result of limited revenue we elected to wind down Kemper’s operations during the fourth quarter of 2003. We have changed our focus and growth efforts towards our consulting business and/or the acquisition of an operating development company.
HTRG Associates LLC / Name Changed; 1st Quarter 2006 to “Syndicated Properties LLC”
In September 2005, we launched HTRG Associates LLC and changed the name to Syndicated Properties LLC in the first quarter of 2006. Syndicated Properties LLC (f/k/a SP & Associates LLC) ("SP") is a wholly owned subsidiary that will specialize in the real estate appraisal business. We originally brought on Thomas Gibbs as the President of SP to run the daily operations of the organization. In the 1st quarter of 2006 the company decided to discontinue its efforts in the real estate appraisal industry and focus on real estate development. As a result of the shift in business strategy the services of Mr. Gibbs were no longer essential to the operations of the company and a long term service contract was never executed. Mr. Gibbs is currently not affiliated with the company in any capacity but, the company may use his services when real estate development projects ensue.
Letter Of Intent with Tri-State Metro Territories LLC
On November 10, 2003, we entered into a Letter of Intent with Tri State Metro-Territories, LLC (Tri-State) to acquire substantially all of the assets of Tri-State. Brian Sorrentino, a greater the 10% shareholder, director and an executive officer of our company, is a 10% shareholder in Tri State. Mark Solomon, who serves as President and member of our Board of Directors and is a shareholder of our company also is a member of Tri-State. Dale Hill, is a shareholder of our company and is also a member of Tri-State. Tri State is in the business of operating hair coloring salon units under the name of "HCX the haircolorxperts. The assets being negotiated by us include the interest in the prototype HCX Salons located in Columbia Maryland and Washington, DC. On March 18, 2004, we entered into privately negotiated exchange agreements to exchange 355,000 restricted shares of its common stock for 8% of membership interests of Tri-State. In addition, from September 2004 through February 2005, we entered into two purchase agreements whereby the Company purchased 3% of membership interests of Tri-State for $115,000. During the twelve months ended December 31, 2006, the Company purchased 454 Class “A” Preferred stock in Tristate.
Although it is our intent to acquire all the assets of Tri-State, the specific terms and the evaluations of the potential transaction have not yet been finalized and the pending audited financial statements of Tri-State are a requirement for completion of that transaction. The transaction is also subject to customary closing conditions, including but not limited to the receipt of audited financial statements, all definitive documents, valuations, consents, and approvals. There can be no assurance as to whether or when the transaction will close.
SUBSEQUENT EVENTS
Sy-Med Decompression Inc.
In April 2007 the company launched a wholly owned Subsidiary named “Sy-Med Decompression Inc.” Sy-Med Decompression is engaged in the business of providing a non-surgical treatment option for patients with back pain due to lumbar disc herniation, degenerative disc disease, sciatica, facet syndrome and spinal stenosis. Clinical studies have shown that spinal decompression treatments are more than 82% effective in relieving lower back pain and sciatica. The company’s business plan calls for a roll out of 10 Sy-Med Decompression Centers over the next 12 months. The roll out will include a combination of “Fee Per Click” partnership arrangements with current operating Chiropractic Centers and stand alone “doc in the box” centers that provide only decompression treatment services.
THREE MONTHS ENDED MARCH 31, 2007 COMPARED TO THREE MONTHS ENDED MARCH 31, 2006
There was no revenues for the three months ended March 31, 2007 or March 31, 2006.
The operating expenses for the three months ended March 31, 2007 decreased by $8,988 to $99,340 for the three months ended March 31, 2007 from $108,326 for the three months ended March 31, 2006. Our operating expenses consist of bad debt expenses, general and administrative expenses and consulting fees. The reason for the decrease primarily relates to the decrease in administrative expenses.
The net loss for the three months ended March 31, 2007 was $387,915 compared to net loss of $39,167 for the three months ended March 31, 2006. The primary reasons for the increase in net loss was due to the derivative liability expense related to the company’s Convertible Debenture.
Liquidity and Capital Resources
Total current assets at March 31, 2007 were $92,767 with total current liabilities of $3,621,311, resulting in a working capital deficit of $3,528,544 at March 31, 2007.
We have historically incurred losses. For the three months ended March 31, 2007, we had a operating loss of $99,340.
On December 30, 2005, the Company, in order to obtain alternative funding for its ongoing operations of the Company, entered into a Termination Agreement with Cornell Capital Partners, LP (the "Investor") pursuant to which the Standby Equity Distribution Agreement entered between the Company and the Investor dated June 2004 was terminated. To that end, on December 30th 2005, the company then executed a Securities Purchase Agreement (the "Agreement") for the sale of (i) $1,150,000 in secured convertible debentures (the "Debentures") and (ii) stock purchase warrants (the "Warrants") to buy 120,000,000 shares of our common stock. On December 30, 2005, the company issued $300,000 of the $1,150,000 debenture.
The debentures bears interest at 12 percent, mature three years from the date of issuance, and are convertible into the Company's common stock, at a conversion price equal to the lower of (i) $0.0132 or (ii) 85% of the lowest weighted average price during the 30 trading days immediately preceding the conversion date.
In accordance with EITF-00-19 and SFAS 150, and because there is no explicit limit on the number of shares that are to be delivered upon exercise of the conversion feature, the Company is not able to assert that it will have sufficient authorized and unissued shares to settle the conversion option. As a result, the conversion feature will be accounted for as a derivative liability, with the fair value recorded in earnings each period. On February 6, 2006 the Company issued an additional $700,000 of the $1,150,000 debenture and on June 8, 2006 the Company issued the final $150,000 of the $1,150,000 debentures.
Our future revenues and profits, if any, will depend upon various factors, including the following:
Whether we will be able to effectively evaluate the overall quality and industry expertise of potential acquisition candidates; whether we will have the funds to provide seed capital and mezzanine financing to brick-and-mortar, e-commerce and Internet-related companies; and whether we can develop and implement business models that will enable growth companies to develop.
We may not be able to effect any acquisitions of or investments in development stage companies if we are unable to secure sufficient funds to finance our proposed acquisitions costs. We expect that our current cash and cash equivalents will allow us to continue our current operation for six months. If we are unable to generate additional revenues or secure financings, we may be forced to cease or curtail operations.
We intend for our management team to identify companies that are positioned to succeed and to assist those companies with financial, managerial and technical support. Over the next 12 months, we intend to increase revenue and gross profit margin by focusing and expanding its consulting services and seeking acquisition candidates. It is management's belief that potential acquisition targets can be better identified and assessed for risk if we first become involved with these candidates on a consulting capacity. Our strategy is to integrate affiliated companies into a network and to actively develop the business strategies, operations and management teams of the affiliated entities.
We do not foresee any significant changes in the number of our employees over the next twelve months except in the event we finalize an acquisition. We have not paid dividends on our common stock, and intend to reinvest our earnings to support our working capital and expansion requirements. We intend to continue to utilize our earnings in the development and expansion of the business and do not expect to pay cash dividends in the foreseeable future. It is the belief of management that as we move toward an active trading status the ability to raise capital by stock issuance to effect our business plan is enhanced.
We do not expect to sell any manufacturing facilities or significant equipment over the next twelve months except within the demands of potential acquisitions that we may pursue.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on us.
As of March 31, 2007, an evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Company's management concluded that such disclosure controls and procedures were not effective and that it would take steps to upgrade its significant control procedures in order to better monitor and control the process of presentation of expense accruals. This we believe will stave off the potential for improper presentation of prepaid expenses and account reconciliations. Further, in order to better comply with the changes in reporting requirements mandated by rule 404 of the Sarbanes-Oxley Act of 2002, the Company will establish and implement appropriate accounting policies and procedures and then prepare an accounting policies and procedural manual. The manual will include a chart of accounts, adequate explanations of account content, month end, quarter end, and year end closing procedures, appropriate descriptions of all accounting procedures and routines and all matters that bear directly or indirectly on the functioning of the system of internal accounting control. The Company will then take steps to establish policies and procedures to regularly evaluate and report on their effectiveness as part of the Company’s corporate governance and related reporting requirements.
We are not a party to any material litigation and management has no knowledge of any threatened or pending litigation against it.
On November 14th, 2006 the Company executed a service agreement with Vintage Fillings LLC. Whereby Vintage will provide all “EDGARIZING” services required by the company for a period of 1 year, (November 14th’2006 through November 14th, 2007). The Company issued 10 million shares of common stock and will issue 10 million .0003 5 Year Warrants as restitution for said services. The shares were issued on March 10th 2007, were non-assessable, fully paid for and bore no registration rights.
On March 10th, 2007 the company issued a total of 48,040,000 shares of its common stock to the Board of Directors and Officers for services rendered for the year of 2006. The shares were issued as outlined below;
President, Mark Solomon; | | 15,400,000 Valued $15,400 @$0.001 per share | | on 03/09/07 |
CEO, Brian Sorrentino; | | 25,800,000 Valued $25,800 @$0.001 per share | | on 03/09/07 |
CFO, Mrutyunjaya Chittavajhula | | 3,420,000 Valued $ 3,420 @$0.001 per share | | on 03/09/07 |
BOD, Howard Siegal | | 3,420,000 Valued $ 3,420 @$0.001 per share | | on 03/09/07 |
During the three months ended March 31, 2007, the Company issued 49,619,046 common shares to Cornell Capital LLC for converting $42,300 of the convertible debentures into equity.
There were 21,709,000 shares of common stock issued to extend two notes payable to March 10, 2008 pursuant to agreements dated March 7, 2007.
Not Applicable
Not Applicable
Not Applicable
31.1 | | Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 | | Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 | | Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2 | | Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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.
SYNDICATION, INC.
By: /s/Brian Sorrentino
Brian Sorrentino
CEO and Principal Executive Officer
Dated: May 21, 2007
By: /s/Mrutyunjaya S. Chittavajhula.
Mrutyunjaya S. Chittavajhula.
CFO and Principal Accounting Officer
Dated: May 21, 2007