Mail Stop 0409

      February 14, 2006



Brian Sorrentino
Chief Executive Officer
Syndication Net.Com, Inc.
1250 24th Street, NW
Suite 300
Washington. D.C.  20037

Re:	Syndication Net.Com, Inc.
Registration Statement on Form SB-2
Filed on February 3, 2006
      File No. 333-131528

Dear Mr. Sorrentino:

	We have reviewed only those portions of your registration
statement relating to the Equity Line of Credit Agreement with
Cornell Capital Partners, LP.  Based on our review of those
portions
of your filing, we have the following comments.  Where indicated,
we
think you should revise your document in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We note your previously filed registration statement on Form
SB-2
to register for resale shares underlying an equity line agreement
with Cornell Capital recently went effective.  See file No. 333-
118578.  We also note your disclosure on page 5 that on December
30,
2005 you terminated the equity line agreement with Cornell
Capital.
Please tell us whether Cornell Capital sold any securities under
that
registration statement.  Also, tell us whether you plan to file an
amendment to deregister any remaining unsold securities.

2. Tell us how you determined that the sale of convertible notes
to
Cornell Capital was completed and eligible to be the subject of a
resale registration statement given the investment discretion
retained by Cornell Capital.  For example:
* under section 7(b)(iv)  of your Amended and Restated Securities
Purchase Agreement Cornell Capital has no obligation to fund at
the
Second Closing if the Company has filed the registration
statement.


*  *  *


      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.


	If you have any questions, please call Jeffrey Shady at (202)
551-3471 or me at (202) 551-3495.



      Sincerely,



      Elaine Wolff
      Branch Chief

cc:  	Gregory Sichenzia (via fax)
	Sichenzia Ross Friedman Ference LLP
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Brian Sorrentino
Syndication Net.Com, Inc.
February 14, 2006
Page 3