SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 2003
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-28955
SYNDICATION NET.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 57-2218873
---------- -----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
The Hartke Building
7637 Leesburg Pike
Falls Church, Virginia 22043
(Address of principal executive offices (zip code))
202/467-2788
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the last 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
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Issued and Outstanding at November 17, 2003
Common Stock, $0.0001 12,325,088 shares
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SYNDICATION NET.COM, INC.
AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003 and December 31, 2002
SYNDICATION NET.COM, INC. AND SUBSIDIARY
Consolidated Balance Sheets
ASSETS
------
September 30, December 31,
2003 2002
----------------- ------------------
(Unaudited)
CURRENT ASSETS
Cash $ 42,141 $ 31
Accounts receivable, net 595,742 -
------------------ ------------------
Total Current Assets 637,883 31
------------------ ------------------
PROPERTY AND EQUIPMENT - NET - -
------------------ ------------------
TOTAL ASSETS $ 637,883 $ 31
================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
--------------------------------------------
CURRENT LIABILITIES
Accounts payable $ 744,260 $ 179,314
Accounts payable - related party 1,500 -
Notes payable 40,000 -
Accrued Interest 258 -
Notes payable - related party 110,000 109,000
Interest payable - related party 57,861 47,989
------------------ ------------------
Total Current Liabilities 953,879 336,303
------------------ ------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: 20,000,000 shares authorized of
$0.0001 par value, no shares issued or outstanding - -
Common stock: 100,000,000 shares authorized of
$0.0001 par value, 12,325,088 and 10,795,750 shares
issued and outstanding 1,232 1,079
Additional paid-in capital 2,271,933 805,748
Deferred fees (728,000) -
Accumulated deficit (1,861,161) (1,143,099)
------------------ ------------------
Total Stockholders' Equity (Deficit) (315,996) (336,272)
----------------- ------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 637,883 $ 31
================== ==================
The accompanying notes are an integral part of
these consolidated financial statements.
2
SYNDICATION NET.COM, INC. AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
------------------------------------ -------------------------------------
2003 2002 2003 2002
----------------- ---------------- ------------------ ------------------
SALES
Wood treatment revenue $ 1,796,668 $ 2,322,636 $ 5,806,366 $ 6,827,742
Consulting 1,600 4,875 3,420 8,875
----------------- ---------------- ------------------ ------------------
Total Sales 1,798,268 2,327,511 5,809,786 6,836,617
----------------- ---------------- ------------------ ------------------
COST OF GOODS SOLD 1,783,807 2,307,288 5,765,535 6,782,429
----------------- ---------------- ------------------ ------------------
GROSS MARGIN 14,461 20,223 44,251 54,188
----------------- ---------------- ------------------ ------------------
OPERATING EXPENSES
Depreciation - 228 - 684
General and administrative 172,170 6,277 184,845 33,325
Consulting 31,550 - 571,338 -
----------------- ---------------- ------------------ ------------------
Total Operating Expenses 203,720 6,505 756,183 34,009
----------------- ---------------- ------------------ ------------------
OPERATING INCOME (LOSS) (189,259) 13,718 (711,932) 20,179
----------------- ---------------- ------------------ ------------------
OTHER INCOME (EXPENSES)
Interest income 4,000 - 4,000 -
Interest expense (3,590) (3,270) (10,130) (9,570)
----------------- ---------------- ------------------ ------------------
Total Other Income
(Expenses) 410 (3,270) (6,130) (9,570)
----------------- ---------------- ------------------ ------------------
NET INCOME (LOSS) BEFORE
INCOME TAXES (188,849) 10,448 (718,062) 10,609
----------------- ---------------- ------------------ ------------------
INCOME TAX EXPENSE - - - -
----------------- ---------------- ------------------ ------------------
NET INCOME (LOSS) FROM
CONTINUING OPERATIONS $ (188,849) $ 10,448 $ (718,062) $ 10,609
================= ================ ================== ==================
BASIC AND FULLY DILUTED
INCOME (LOSS) PER SHARE $ (0.02) $ 0.00 $ (0.07) $ 0.00
================= ================ ================== ==================
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 11,512,815 10,781,750 11,053,636 10,781,750
================= ================ ================== ==================
The accompanying notes are an integral part
of these consolidated financial statements.
3
SYNDICATION NET.COM, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit)
Common Stock Additional
---------------------------- Paid-In Deferred Accumulated
Shares Amount Capital Fees Deficit
------------- ------------- ------------ ------------- -------------
Balance, December 31, 2001 10,781,750 $ 1,078 $ 791,749 $ - $ (1,164,405)
Common stock issued for services
at $1.00 per share 13,000 1 12,999 - -
Common stock issued for debt at
$1.00 per share 1,000 - 1,000 - -
Net income for the year ended
December 31, 2002 - - - - 21,306
------------- ------------- ------------ ------------- -------------
Balance, December 31, 2002 10,795,750 1,079 805,748 - (1,143,099)
Common stock issued for services
at $1.00 per share (Unaudited) 50,000 5 49,995 (50,000) -
Common stock issued for services
at $1.00 per share (Unaudited) 250,000 25 249,975 (250,000) -
Common stock issued for cash
at $0.10 per share to related parties
(Unaudited) 70,000 7 6,993 - -
Common stock issued for debt and
services at $1.00 per share to a related
party (Unaudited) 571,338 57 571,281 - -
Common stock issued for services
at $1.00 per share to related parties
(Unaudited) 108,000 11 107,989 (18,000) -
Common stock issued for services
at $1.00 per share to related parties
(Unaudited) 70,000 7 69,993 - -
Common stock issued for services
At $1.00 per share (Unaudited) 410,000 41 409,959 (410,000) -
Net loss for the nine months ended
September 30, 2003 (Unaudited) - - - - (718,062)
------------- ------------- ------------ ------------- -------------
Balance, September 30, 2003 (Unaudited) 12,325,088 $ 1,232 $ 2,271,933 $ (728,000) $ (1,861,161)
============= ============= ============ ============= =============
The accompanying notes are an integral part
of these consolidated financial statements.
4
SYNDICATION NET.COM, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
For the Nine Months Ended
September 30,
--------------------------------------
2003 2002
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (718,062) $ 10,609
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Depreciation - 684
Common stock issued for services to related parties 185,550 -
Changes in operating assets and liabilities:
(Increase) in accounts receivable (595,742) (83,604)
Increase in accounts payable 564,946 55,223
Increase in accounts payable - related party 541,288 -
Increase in accrued expenses 6,258 9,570
Increase in accrued expenses - related party 9,872 -
------------------ ------------------
Net Cash Used by Operating Activities (5,890) (7,518)
------------------ ------------------
CASH FLOWS FROM INVESTING ACTIVITIES - -
------------------ ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Stock issued for cash to related parties 7,000 -
Increase in bank overdraft - 2
Increase in notes payable - related party 1,000 4,000
Increase in notes payable 40,000 -
------------------ ------------------
Net Cash Provided by Financing Activities 48,000 4,002
------------------ ------------------
NET INCREASE (DECREASE) IN CASH 42,110 (3,516)
CASH, BEGINNING OF PERIOD 31 3,516
------------------ ------------------
CASH, END OF PERIOD $ 42,141 $ -
================== ==================
SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash Paid For:
Interest $ - $ -
Income taxes $ - $ -
Non-Cash Financing Activities
Common stock issued for deferred fees $ 728,000 $ -
Common stock issued to covert debt to
related parties $ 545,788 $ -
Common stock issued for services to related
parties $ 185,550 $ -
The accompanying notes are an integral part
of these consolidated financial statements.
5
SYNDICATION NET.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
September 30, 2003 and December 31, 2002
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The accompanying unaudited condensed 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 financial statements
prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or
omitted in accordance with such rules and regulations. The
information furnished in the interim condensed financial
statements include normal recurring adjustments and reflects all
adjustments, which, in the opinion of management, are necessary
for a fair presentation of such financial statements. Although
management believes the disclosures and information presented are
adequate to make the information not misleading, it is suggested
that these interim condensed financial statements be read in
conjunction with the Company's most recent audited financial
statements and notes thereto included in its December 31, 2002
Annual Report on Form 10-KSB. Operating results for the three and
nine months ended September 30, 2003 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 2003.
NOTE 2 - GOING CONCERN
The Company's consolidated financial statements are prepared using
accounting principles generally accepted in the United States of
America applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal
course of business. The Company has historically incurred
significant losses which have resulted in an accumulated deficit
of $1,861,161 at September 30, 2003 which raises substantial doubt
about the Company's ability to continue as a going concern.
The accompanying consolidated financial statements do not include
any adjustments relating to the recoverability and classification
of liabilities 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.
6
SYNDICATION NET.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
September 30, 2003 and December 31, 2002
NOTE 3 - SIGNIFICANT EVENTS
Common Stock
------------
During the nine months ended September 30, 2003, the Company
issued 70,000 shares of common stock to related parties for $7,000
cash or $0.10 per share to related parties.
During the nine months ended September 30, 2003, the Company
issued 710,000 shares of common stock to various consultants and
their attorney valued at $1.00 per share for consulting and legal
services to be performed pursuant to various consulting
agreements. As of September 30, 2003, no services had yet been
performed.
On April 7, 1999, the Company ratified its corporate service
consulting agreement with Source Management Services, Inc.
(Source), a related company owned by a significant shareholder.
Source is to oversee the general activities of the Company on a
day-to-day basis, develop and execute a business plan, and assist
in other ongoing administrative issues. For the year ended
December 31, 2002, the Company agreed to pay Source a total of
$1,000. The Company has also agreed to award Source a bonus of 5%
of the outstanding shares of stock when the Company's securities
are traded on any United States stock exchange. The Company became
listed on the OTC Bulletin Board on March 5, 2003. On March 5,
2003, the Company had 10,795,750 shares outstanding, 5% of which
is 539,788. As of September 30, 2003, the Company issued 571,338
shares of common stock to the Company's consultant valued at $1.00
per share for the conversion of related party debt of $539,788 and
additional consulting fees of $31,550.
During the nine months ended September 30, 2003, the Company had
issued 70,000 shares of common stock to the President of the
Company valued at $1.00 per share for services performed.
During the nine months ended September 30, 2003, the Company had
issued 108,000 shares of common stock to the directors of the
Company valued at $1.00 per share for $90,000 in services
performed and $18,000 in unearned fees.
NOTE 4 - SUBSEQUENT EVENTS
On November 10, 2003, the Company entered into a Letter of Intent
with Tri State Metor Territories, LLC (Tri State) to acquire
substantially all of the assets of Tri State. A major shareholder
of the Company is also a 10% shareholder and managing member in
Tri State.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion is intended to provide an analysis of the
Company's financial condition and plan of operation and should be read in
conjunction with the Company's financial statements and its related notes. The
matters discussed in this section that are not historical or current facts deal
with potential future circumstances and developments. Such forward-looking
statements include, but are not limited to, the development plans for the growth
of the Company, trends in the results of the Company's development, anticipated
development plans, operating expenses and the Company's anticipated capital
requirements and capital resources. The Company's actual results could differ
materially from the results discussed in the forward-looking statements.
Although the Company believes that the expectations reflected in the
forward-looking statements and the assumptions upon which the forward-looking
statements are based are reasonable, these expectations and assumptions may not
prove to be correct.
SyndicationNet.com, Inc., a Delaware corporation (the "Company"), was
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. The Company's 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 the Company's board of directors to develop and
exploit all business opportunities to increase efficiencies between companies
with which the Company may invest in or consult. For example, if the Company is
consulting with a marketing company, the Company may utilize that marketing
company to provide services for other companies with which the Company consults
with or invests. The Company may acquire companies to be held as wholly owned
subsidiaries of the Company.
The Company currently has one wholly owned subsidiary, Kemper Pressure
Treated Forest Products, Inc. Kemper is engaged in the retail brokerage business
of preservative treated lumber such as utility poles, bridge pilings, timber and
guardrail posts. Kemper has had one customer and this is Kemper`s only source of
income.
Recent Developments
The Company as of September 1, 2003, has decided to wind down its wood brokerage
business which management now believes provides minimal profits and which
business has been difficult to expand. The Company has changed its focus and
growth efforts towards its consulting business and/or the acquisition of an
operating development company. Currently, the Company is negotiating with
Tri-State Metro Territories, LLC, owned by a majority shareholder and consultant
to the Company, to acquire the development rights for certain territories for
which the Company would have the right to develop several franchise locations of
HCX Salons International (formerly known as Hair Color Express), a hair
salon franchise.
In November, 2003, the Company entered into a non-binding letter of intent to
begin the due diligence review and evaluation of such proposed transaction. The
specific terms and the evaluations of the potential transaction have not yet
been finalized. The transaction is subject to customary closing conditions,
including but not limited to the receipt of all definitive documents,
valuations, consents, approvals and audits. There can be no assurance as to
whether or when the transaction will close.
The Company has historically incurred losses which has resulted in an
accumulated deficit. Although funds generated by operations have supported
certain ongoing expenditures including legal and accounting fees, additional
capital will be needed to affect transactions such as mergers or acquisitions,
if any. Such additional capital may need to be raised through the issuance of
the Company`s debt or equity or a combination of both. Without additional
capital, the Company may not be able to continue as a going concern.
Historically, the Company has generated funds through its wood brokerage
services and from consulting fees for services as well as raising capital
through the sale of its securities in private transactions.
Over the next 12 months the Company intends to develop revenue by focusing
on its consulting services. It is management`s belief that potential acquisition
targets can be better identified and assessed for risk if the Company becomes
involved with various companies on a consulting capacity.
The Company intends for its 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 the Company intends to increase
revenue and gross profit margin by focusing and expanding its consulting
services.
The Company`s board of directors believes that the financial evaluations of
the Company would be enhanced as a result of having diversified companies owned
by the Company. The Company anticipates that its role as a consultant to
development stage companies may provide the opportunity for the Company to
invest in such development stage companies, however, the Company`s services as a
consultant will not be conditioned on the Company being allowed to invest in a
company.
The Company will attempt to enter into consulting agreements over the next
12 months that will increase consulting fees as well as open dialog for
acquisition considerations. The Company has no current plans, proposal,
arrangements or understandings with any representatives of the owners of any
business or company regarding an acquisition or merger transaction other than as
stated above in connection with Tri-State Metro Territories LLC.
NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2002 FOR SYNDICATIONNET TOGETHER WITH ITS WHOLLY OWNED SUBSIDIARY, KEMPER
PRESSURE TREATED FOREST PRODUCTS, INC.
The Company`s total sales from its wood treatment operations decreased to
$5,806,366 for the nine months ended September 30, 2003, compared to $6,827,742
for the nine months ended September 30, 2002. The Company`s consulting sales
decreased to $3,420 for the nine months ended September 30, 2003, compared to
$8,875 for the nine months ended September 30, 2002. Total sales decreased to
$5,809,786 for the nine months ended September 30, 2003 compared to $6,836,617
for the nine months ended September 30, 2002.
Cost of goods sold were $5,765,535 for the nine months ended September 30,
2003, compared to $6,782,429 for the nine months ended September 30, 2002.
The net loss from continuing operations for the nine months ended September
30, 2003, was ($718,062)$ compared to net income from operations of $10,609 for
the nine months ended September 30, 2002.
Total current assets increased to $637,883 at September 30, 2003 from $31
at December 31, 2002 due to an increase of the Company`s accounts receivable.
Total current liabilities increased to $953,879 at September 30, 2003
from $336,303 at December 31, 2002 due to an increase in accountants payable.
The Company has not paid dividends on its common stock, and intends to
reinvest its earnings to support its working capital and expansion requirements.
The Company intends to continue to utilize its earnings in the development and
expansion of the business and does not expect to pay cash dividends in the
foreseeable future.
The Company does not expect to purchase or sell any manufacturing
facilities or significant equipment over the next twelve months.
The Company does not foresee any significant changes in the number of its
employees over the next twelve months.
Item 3. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Within the 90 days prior to the filing date of this report, the Company
carried out an evaluation of the effectiveness of the design and operation of
its disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.
This evaluation was done under the supervision and with the participation of the
Company`s President and Principal Financial Officer. Based upon that
evaluation, he concluded that the Company`s disclosure controls and procedures
are effective in gathering, analyzing and disclosing information needed to
satisfy the Company`s disclosure obligations under the Exchange Act.
CHANGES IN INTERNAL CONTROLS
There were no significant changes in the Company`s internal controls or in
other factors that could significantly affect those controls since the most
recent evaluation of such controls.
PART 2 - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Other than the information stated below, SyndicationNet is not a party
to any litigation and management has no knowledge of any threatened or pending
litigation against it.
On November 26, 2001, Barry Pope ("Pope"), individually and as a
shareholder of Worldwide Forest Products, Inc. ("Worldwide") commenced an action
against Brian Sorrentino, Dale Hill, Worldwide Forest Products, Inc., Kemper
Pressure Treated Forest Products, Inc., Life2k.com, Inc., Algonquin Acquisition
Corp., Generation Acquisition Corp., SyndicationNet.com, Inc., Castle Securities
Corporation and John Does 1-5, in the Circuit Court of Madison County,
Mississippi. In such action, Pope claims that stock he owned and commissions
owed to him by Worldwide should have been converted into shares of the common
stock of SyndicationNet.
Worldwide was a corporation organized under the laws of the State of
Mississippi that operated as a wood treatment company that worked exclusively
with creosite, a wood treatment chemical, for utility wood poles and products.
In 1997 the corporate charter of Worldwide expired and Worldwide no longer
conducts operations. Brian Sorrentino, a shareholder of the Company, was the
chairman of the board, chief financial officer and majority shareholder of
Kemper and was also the chairman of the board, chief financial officer and
beneficial majority shareholder of Worldwide Forest Products, Inc. In 1996,
Pope entered into a consent order settlement with Worldwide arising from claims
brought by Pope against the former President of Worldwide, David Wise, and
Worldwide. Pursuant to such settlement, on November 8, 1996, Pope received
30,000 shares of Worldwide common stock and received warrants, exercisable at
$1.00 per share, to purchase 200,000 shares of Worldwide common stock.
Worldwide never completed an initial public offering and, as such, Pope
alleges losses equal to the value of his Worldwide shares had Worldwide
completed a public offering, had such shares traded at a minimum of $5.00 per
share and had Pope been able to sell his securities equal to or in excess of
$5.00. Pope further alleges that certain defendants guaranteed the obligations
of Worldwide in the amount of $2,060,000 and alleges that all shareholders of
Worldwide were provided an opportunity by Worldwide to convert shares of
Worldwide common stock into shares of common stock of Syndication.
Finally, Pope alleges that Brian Sorrentino orally guaranteed payment to
Pope in the amount of $200,000 representing commissions to be paid to Pope if
and when Pope provided a $2,000,000 loan for Worldwide which loan was never
effected. Pope is seeking compensatory and punitive damages in an amount to be
determined at trial, plus an award of reasonable costs, attorneys` fees and
expenses, pre-judgement and post-judgement interest, and any other relief to
which Pope may be entitled. SyndicationNet believes that Pope`s claim is
without merit and SyndicationNet has engaged counsel to vigorously defend
against the action.
On May 2, 2002, the Circuit Court of Madison County, Mississippi, granted
the plaintiff`s counsel motion to withdraw as counsel for the plaintiff.
Subsequently, Plaintiff has retained his fifth set of counsel to proceed with
discovery matters. The Company continues to proceed through the deposition
process.
ITEM 2. CHANGES IN SECURITIES
We believe that each transactions listed below were exempt from the registration
requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof,
Regulation D promulgated thereunder. All recipients had adequate access, through
their relationships with us, to information about us. All of such shares bear a
restrictive legend. On September 4, 2003, we issued 88,000 shares to Wayne
Hartke, 18,000 shares of common stock to Cynthia White, 18,000 shares of common
stock to Mark Solomon, 18,000 shares of common stock to Mark Griffith, 18,000
issued to Howard Siegel, and 20,000 shares of common stock to Howard Siegel.
Such shares were valued at $1.00 and were issued for board services rendered to
the Company. The Company issued an aggregate of 70,000 shares of common stock
for cash at $.10 per share to Mark Solomon and Howard Segal. An Additional
571,338 shares of our common stock was issued to Brian Sorrentino for consulting
services and valued at $1.00. We issued 300,000 shares of common stock to the
Research Works, valued at $1.00, for research services rendered to the Company.
We also, issued an aggregate of 130,000 shares of common stock, valued at $1.00,
to two individuals for legal services and edgar services rendered to the
Company. The Company believes that such transaction was exempt from the
registration requirements of the Securities Act of 1933 by virtue of Section
4(2) thereof, Regulation D promulgated thereunder.
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 29, 2003, our Company was informed of the death of our President
and our Director, Senator Vance Hartke. On August 12, 2003 the Board of
Directors appointed Senator Hartke`s son, Wayne Hartke, as our new
President.
On August 13, 2004, Mark Griffith resigned as a member of our board of
directors. Mr. Griffith`s resignation was not as a result of any disagreement
with the Company. The Company has not yet elected a replacement to fill the
vacancy.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
(a) Exhibits
31.1 Section 302 Certification dated as of November 17, 2003.
31.2 Section 302 Certification dated as of November 17, 2003.
32.1 Section 906 Certification dated as of November 17, 2003.
(b) Reports on Form 8-K
On August 15, 2003 the Company filed a Form 8-K with the Commission to report
the death of the Company`s President and Director, Senator Vance Hartke.
SIGNATURES
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.
SYNDICATIONNET.COM, INC.
By: /s/ Wayne Hartke
_________________________________
President, (Principal Executive Officer)
Dated: November 17, 2003
By: /s/Cynthia White
__________________________________
Chief Financial Officer (Principal
Accounting Officer)
Dated: November 17, 2003