UNITED STATES 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 March 31, 2005 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.) 1250 24th Street, NW Suite 300 Washington, D.C. 20037 (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. At May 20, 2005, there were 15,365,088 shares of common stock, $0.0001 par value per share, issued and outstanding. PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS SYNDICATION NET.COM, INC. AND SUBSIDIARY (A Development Stage Company) FINANCIAL STATEMENTS March 31, 2005 and December 31, 2004 SYNDICATION NET. COM, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Balance Sheets ASSETS March 31, December 31, 2005 2004 ---------- ---------- (Unaudited) CURRENT ASSETS Cash $ 29,633 $ 14,041 Notes receivable - related party (Net) -- -- ---------- ---------- Total Current Assets 29,633 14,041 ---------- ---------- OTHER ASSETS Deferred acquisition costs 8,038 7,000 ---------- ---------- Total Other Assets 8,038 7,000 ---------- ---------- TOTAL ASSETS $ 37,671 $ 21,041 ========== ========== The accompanying notes are an integral part of these financial statements. SYNDICATION NET. COM, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Balance Sheets (Continued) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) March 31, December 31, 2005 2004 ------------ ------------ (Unaudited) CURRENT LIABILITIES Accounts payable $ 347,062 $ 324,524 Accounts payable - related party 2,000 2,000 Note payable - related party 361,830 361,830 Interest payable - related party 51,258 40,163 Note payable 380,511 140,511 Interest payable 49,486 37,907 Convertible debenture 200,000 200,000 Interest payable - convertible debenture 8,527 6,029 Accrued directors fees 52,200 44,000 ------------ ------------ Total Current Liabilities 1,452,874 1,156,964 ------------ ------------ COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock: 20,000,000 shares authorized of $0.0001 par value, no shares issued and outstanding -- Common stock: 100,000,000 shares authorized of $0.0001 par value, 15,365,088 shares issued and outstanding respectively 1,536 1,536 Additional paid-in capital 3,558,379 3,558,379 Deferred fees (107,500) (190,000) Deficit accumulated prior to the development stage (2,231,519) (2,231,519) Deficit accumulated during the development stage (2,636,099) (2,274,319) ------------ ------------ Total Stockholders' Equity (Deficit) (1,415,203) (1,135,923) ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 37,671 $ 21,041 ============ ============ The accompanying notes are an integral part of these financial statements. SYNDICATION NET. COM, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Statements of Operations (Unaudited) From Inception of the Development For the Three Months Ended Stage on March 31, January 1, 2004 -------------------------------- Through 2005 2004 March 31, 2005 -------------- -------------- -------------- CONSULTING REVENUE $ $ -- $ -- -------------- -------------- -------------- OPERATING EXPENSES Bad debt expense 36,936 -- 315,123 Consulting 127,500 -- 1,408,500 General and administrative 124,170 120,048 444,263 -------------- -------------- -------------- Total Operating Expenses 288,606 120,048 2,093,386 -------------- -------------- -------------- OPERATING LOSS (288,606) (120,048) (2,093,386) -------------- -------------- -------------- OTHER INCOME (EXPENSE) Interest Income -- 138 -- Loss on investment value (50,000) -- (232,431) Interest expense (23,174) (5,761) (141,782) -------------- -------------- -------------- Total Other Expenses (73,174) (5,623) (468,213) -------------- -------------- -------------- LOSS BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS (361,780) (125,671) (2,636,099) -------------- -------------- -------------- Income tax expense -- -- -- -------------- -------------- -------------- NET LOSS $ (361,780) $ (125,671) $ (2,636,099) ============== ============== ============== The accompanying notes are an integral part of these financial statements. SYNDICATION NET. COM, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Statements of Operations (Continued) (Unaudited) From Inception of the Development For the Three Months Ended Stage on March 31, January 1, 2004 -------------------------------- Through 2005 2004 March 31, 2005 -------------- -------------- --------------- BASIC LOSS PER SHARE Loss before discontinued operations $ (0.02) $ (0.01) Income from discontinued operations 0.00 0.00 -------------- -------------- Total Loss Per Share $ (0.02) $ (0.01) ============== ============== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 15,365,088 12,192,121 ============== ============== The accompanying notes are an integral part of these financial statements. SYNDICATION NET. COM, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Statements of Cash Flows (Unaudited) From Inception of the Development For the Three Months Ended Stage on March 31, January 1, 2004 ---------------------------- Through 2005 2004 March 31, 2005 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (361,780) $ (125,671) $ (2,636,099) Adjustments to reconcile net loss to net cash provided (used) in operating activities: Common stock issued for services -- -- 1,182,750 Amortization of deferred fees 82,500 66,500 488,500 Bad debt expense 36,936 -- 315,123 Loss on investment value 50,000 -- 326,431 Changes in operating assets and liabilities: (Increase) in interest receivable - related party -- (137) -- (Increase) in accounts receivable - related party -- -- -- Increase (decrease) in accounts payable 22,538 (3,996) 41,054 Increase in accounts payable - related party -- -- 1,000 Increase in interest payable - related party 11,095 -- 18,293 Increase in interest payable - others 14,077 -- 14,077 Increase in accrued expenses 8,200 2,473 46,841 Increase in accrued expenses - related party -- 11,261 32,000 ------------ ------------ ------------ Net Cash Provided (Used) in Operating Activities (136,434) (49,570) (170,030) ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Increase in notes receivable - related (36,936) -- (315,123) Increase in investments - related (50,000) (52,500) (326,431) Increase in deferred acquisition costs (1,038) -- (8,038) ------------ ------------ ------------ Net Cash Used in Investing Activities (87,974) (52,500) (649,592) ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Stock issued for cash -- 50,000 50,000 Increase in notes payable 250,000 115,000 457,500 Payments on notes payable (10,000) (13,600) (106,989) Increase in convertible debenture -- -- 200,000 Increase in notes payable - related party -- 9,500 272,990 Increase in notes receivable - related party -- (22,100) -- ------------ ------------ ------------ Net Cash Provided by Financing Activities 240,000 138,800 849,241 ------------ ------------ ------------ NET INCREASE IN CASH 15,592 36,730 29,619 CASH, BEGINNING OF PERIOD 14,041 14 14,055 ------------ ------------ ------------ CASH, END OF PERIOD $ 29,633 $ 36,744 $ 43,674 ============ ============ ============ The accompanying notes are an integral part of these financial statements. SYNDICATION NET. COM, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Statements of Cash Flows (Continued) (Unaudited) From Inception of the Development For the Three Months Ended Stage on March 31, January 1, 2004 ------------------------------- Through 2005 2004 March 31, 2005 -------------- -------------- ----------------- SUPPLEMENTAL CASH FLOW INFORMATION Cash Payments For: Income taxes $ -- $ -- Interest $ -- $ -- Non-Cash Financing Activities Common stock issued for assets $ -- $ 260,751 Common stock issued for deferred fees $ -- $ 24,000 The accompanying notes are an integral part of these financial statements. SYNDICATION NET. COM, INC. AND SUBSIDIARY (A Development Stage Company) Notes to the Financial Statements March 31, 2005 and December 31, 2004 NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION The accompanying unaudited 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 or omitted in accordance with such rules and regulations. The information furnished in the 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 financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its December 31, 2004 Annual Report on Form 10-KSB. Operating results for the three months ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. NOTE 2 - GOING CONCERN The Company's 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. However, the Company does not have cash or other material assets, nor does it have an established source of revenues to cover its operating costs and to allow it to continue as a going concern. The 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 - SIGNIFICANT EVENTS Investment During the quarter ended March 31, 2005, the Company increased its investment in Tristate Metro Territories, LLC (TSMT) by $50,000, which equals an increase in the ownership of TSMT by approximately 2%, up from 9% to 11.21%. Also, the Company loaned an additional $36,936 to TSMT. A major shareholder of the Company is also the managing member of TSMT. The Company has allowed for this receivable in full and has written the value of the above investment to zero. New Age Systems Inc (NAS Inc) During the quarter ended March 31, 2005, the Company continued negotiations to acquire New Age Systems Inc (NAS Inc). SYNDICATION NET. COM, INC. AND SUBSIDIARY (A Development Stage Company) Notes to the Financial Statements March 31, 2005 and December 31, 2004 NOTE 3 - SIGNIFICANT EVENTS (Continued) Note Payable During the quarter ended March 31, 2005, the Company borrowed $250,000 from Cornell Capital at an interest rate of 12%. The entire amount of principle and interest are due in full in September 2005. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 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. 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 major shareholder, director and an executive officer of our company, is also a 10% shareholder and managing member in Tri State. Additionally, Robert Green serves as a member of the Board of Director of Tri-State and is a member of Tri-State and a shareholder of our company. Mark Solomon, who serves as a 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 selling franchised hair coloring salon units under the name of "HCX the haircolorxperts". HCX, the parent franchisor, has currently sold 31 territories in 24 states representing 2,738 franchises committed to open over the next 7 to 10 years. The assets being negotiated by us include the exclusive rights to develop the franchise chain of "HCX Tri-State Metro Territories LLC" in the District of Columbia and Maryland area as well as the interest in the prototype HCX Salons located in Columbia Maryland and Washington, DC. The Company has loaned Tri-State $178,000 in connection with Tri-State's opening of its prototype salon in Washington, DC. We believe that through the acquisition of the development rights from Tri-State, we have an opportunity to sell between seventy-five and one hundred HCX units over an estimated seven to ten years. 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 June 2005 we entered purchase agreements whereby the Company increased its membership interests of tri-state to 11.21% of membership interests of Tri-State. 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 all definitive documents, valuations, consents, and approvals. There can be no assurance as to whether or when the transaction will close. In addition, the Company loaned an additional $36,936 to Tri-State. On September 14, 2004, the Company entered into a letter of intent with the shareholders of New Age Systems, Inc. ("New Age") in which the Company agreed to acquire 100% of New Age's outstanding securities from New Age's shareholders. The closing of this sale is subject to the entering of a final definitive agreement and the performance of customary due diligence. New Age is a full-service information technology provider to government and business, providing services and related products. New Age provides services in the following areas: o Software Engineering, o Records Management and Workflow, o Network Design and Support, o Program Management, o Geographic/Geospatial Information System solutions, and o Integrated Association Management Systems. THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THREE MONTHS ENDED MARCH 31, 2004 For the three months ended March 31, 2005 and March 31, 2004 we did not have any revenue. The lack of revenue is is primarily attributed to the decreasing of consulting activity. The operating expenses for the three months ended March 31, 2005 increased by $59,624 to $179,672 for the three months ended March 31, 2005 from $120,048 for the three months ended March 31, 2004. Our operating expenses consist of general and administrative expenses and consulting fees. The reason for the increase relates to the issuance of shares for consulting services. The net loss for the three months ended March 31, 2005 was $179,672 compared to net less of $120,048 for the three months ended March 31, 2004. The primary reasons for the increase in the loss was due to the reasons set for above. Liquidity and Capital Resources Total current liabilities at March 31, 2005 were $1,135,867. We have historically incurred losses. For the three months ended March 31, 2005, we had a operating loss of $179,672. On June 15, 2004, we entered into a Standby Equity Distribution Agreement with Cornell Capital Partners, L.P. Pursuant to the Standby Equity Distribution Agreement, we may, at our discretion, periodically sell to Cornell Capital Partners shares of common stock for a total purchase price of up to $10,000,000. For each share of common stock purchased under the Standby Equity Distribution Agreement, Cornell Capital Partners will pay 98% of the lowest volume weighted average price of the common stock during the five consecutive trading days immediately following the notice date. In addition, Cornell Capital Partners will retain 5% of each advance under the Standby Equity Distribution Agreement. For example, assuming that the 98% of lowest volume weighted average price of our common stock during the five consecutive trading days immediately following a notice date is $.245, if we request an advance in the amount of $200,000, Cornell Capital will be entitled to the following: o $10,000, which represents the 5% commitment fee; and o 816,327 shares of our common stock, which is calculated by dividing $200,000 by $.245. Cornell Capital Partners is restricted from owing in excess of 9.9% of our outstanding common stock. In the event that Cornell Capital Partners is unable to sell shares of common stock that it acquires under the Standby Equity Distribution Agreement and its ownership equals 9.9% of the our outstanding, then we will not be able to draw down money under the Standby Distribution Agreement. Cornell Capital Partners is a private limited partnership whose business operations are conducted through its general partner, Yorkville Advisors, LLC. In addition, we engaged Newbridge Securities Corporation, a registered broker-dealer, to advise us in connection with the Standby Equity Distribution Agreement. For its services, Newbridge Securities Corporation received 40,000 shares of our common stock. On June 15, 2004, we entered into a Securities Purchase Agreement whereby we issued $200,000 in convertible debentures to Cornell Capital Partners, L.P. of which $50,000 was received by us on June 15, 2004 and $150,000 was received by us on July 9, 2004. The debentures bear interest at 5%, mature three years from the date of issuance, and are convertible into our common stock, at the holder's option, at the lower of: (i) $.42; or (ii) eighty percent (80%) of the lowest volume weighted average price of the common stock for the five (5) trading days immediately preceding the conversion date. The issuance of the convertible debenture has resulted in the creation of a liability. However, we believe, although we cannot provide guarantees, that the convertible debenture will be converted by Cornell Capital into shares of our common stock thereby not impacting our cash position. In the event that Cornell Capital does not convert the debenture to shares, then we will be required to repay the principal and interest on the debenture, which will have a negative impact on our liquidity. Our future revenues and profits, if any, will depend upon various factors, including the following: o whether we will be able to effectively evaluate the overall quality and industry expertise of potential acquisition candidates; o whether we will have the funds to provide seed capital and mezzanine financing to brick-and-mortar, e-commerce and Internet-related companies; and o 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 have recently decided to engage in the acquisition phase of our business plan. To that end, we expanded our relationship with HCX Tri-State Metro Territories and on November 7, 2003 executed a Letter of Intent pursuant to which we will acquire substantially all of the assets of Tri State. Tri State is in the business of selling franchised hair coloring salon units under the name of "HCX the haircolorxperts". In addition, we have entered into a letter of intent to acquire New Age Systems, Inc. New Age is a full-service information technology provider to government and business, providing services and related products. The closing of both of these acquisitions is subject to the entering of final definitive agreements and the performance of customary due diligence. During the quarter ended March 31, 2005, the Company borrowed $250,000 from Cornell Capital at an interest rate of 12%. The entire amount of principle and interest are due in full in September 2005. We do not foresee any significant changes in the number of our employees over the next twelve months except in the event we finalize our acquisition of the assets of Tri-State and/or New Age or complete any other acquisitions which would require us to hire additional employees related to that business. 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. ITEM 3. CONTROLS AND PROCEDURES As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART 2 - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Other than the information stated below, we are not a party to any material litigation and management has no knowledge of any threatened or pending litigation against it. On January 6, 2005, the Circuit Court of Madison County, Mississippi, granted summary judgment in favor of all defendants in the action styled "Barry Pope, Individually and as a Shareholder of Worldwide Forest Products, Inc., v ..Brian Sorrentino, et.al.", including defendant Syndicationnet.com. The Court also granted a motion of certain Defendants, including Syndicationnet, asking that Mr. Pope be ordered to pay the defendants attorney fees and expenses incurred as a result of a continuance of a trial set on September 22, 2004, with the Court finding that the actions of Plainfiff Pope caused the continuance. This matter was commenced on November 26, 2001, Barry Pope, individually and as a shareholder of Worldwide Forest Products, Inc. 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. ITEM 2. CHANGES IN SECURITIES We have not issued securities for the period ended March 31, 2005. 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 Not Applicable ITEM 6. EXHIBITS 31.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 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. 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. 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/Brian Sorrentino -------------------------------------- Brian Sorrentino CEO and Principal Executive Officer Dated: May 23, 2005 By: /s/Mrutyunjaya S. Chittavajhula. -------------------------------------- Mrutyunjaya S. Chittavajhula. CFO and Principal Accounting Officer Dated: May 23, 2005