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
September 30, 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 BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN
RULE 12B-2 OF THE EXCHANGE ACT) YES | | NO |X|
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
At November 17, 2005, there were 34,631,211 shares of common stock, $0.0001 par
value per share, issued and outstanding.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE) YES | | NO |X|
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SYNDICATION NET.COM, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005 and December 31, 2004
SYNDICATION NET. COM, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
Sept 30, December 31,
2005 2004
-------- --------
(Unaudited)
CURRENT ASSETS
Cash $ 43,581 $ 14,041
-------- --------
N/R - Related Party
TSMT 69,144 --
Interest on N/R - Related Party 3,801 --
Accounts Receivable 20,025 --
-------- --------
Total Current Assets 92,970 --
-------- --------
OTHER ASSETS
Investment in Tri State Metro
Territories LLC - Related party 80,101 --
Investment in Texas Real Estate Project 3,020 --
Deferred acquisition costs -- 7,000
-------- --------
Total Other Assets 83,121 7,000
-------- --------
TOTAL ASSETS $219,672 $ 21,041
======== ========
The accompanying notes are an integral part of
these consolidated financial statements.
2
SYNDICATION NET. COM, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
September 30, December 31,
2005 2004
----------- -----------
(Unaudited)
CURRENT LIABILITIES
Accounts payable $ 82,881 $ 324,524
Accounts payable - related party -- 2,000
Note payable - related party 361,830 361,830
Interest payable - related party 73,088 40,163
Note payable 576,761 140,511
Interest payable 65,939 37,907
Convertible debenture 190,000 200,000
Interest payable - convertible debenture 13,469 6,028
Accrued directors fees 54,084 44,000
----------- -----------
Total Current Liabilities 1,418,052 1,156,963
----------- -----------
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, 16,775,959 and 15,365,088 shares issued and
outstanding respectively 1,675 1,536
Additional paid-in capital 3,633,240 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 (2,494,276) (2,274,319)
----------- -----------
Total Stockholders' Equity (Deficit) (1,198,380) (1,135,923)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ 219,672 $ 21,041
=========== ===========
The accompanying notes are an integral part of
these consolidated financial statements.
3
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 For the Nine Months Ended stage on
September 30, September 30, January 1, 2004
----------------------------------- -------------------------------------- through
2005 2004 2005 2004 September 30, 2005
----------------- ---------------- ------------------ ------------------ -----------------
CONSULTING REVENUE $ 23,675 $ -- $ 23,675 $ -- $ 23,675
Cost of goods sold 23,655 -- 23,655 -- 23,655
----------------- ---------------- ------------------ ------------------ -----------------
Gross profit 20 -- 20 -- 20
----------------- ---------------- ------------------ ------------------ -----------------
OPERATING EXPENSES
General and administrative 47,919 79,014 234,646 242,068 554,739
Bad debt expense (recovery) (48,831) 0 - -- 278,186
Consulting 33,102 152,400 173,717 692,900 1,454,717
----------------- ---------------- ------------------ ------------------ -----------------
Total Operating Expenses 32,190 231,414 408,363 934,968 2,289,642
----------------- ---------------- ------------------ ------------------ -----------------
OPERATING LOSS (32,170) (231,414) (408,343) (934,968) (2,287,642)
----------------- ---------------- ------------------ ------------------ -----------------
OTHER INCOME (EXPENSES)
Interest income 3,801 3,945 3,801 8,370 3,801
Other Income 255,000 0 255,000 0 255,000
Gain (Loss) on investment 61,962 - (8,038) -- (284,469)
Interest expense (13,134) (27,996) (62,377) (60,477) (180,986)
----------------- ---------------- ------------------ ------------------ -----------------
Total Other Income (Expenses) 307,629 (24,051) 188,386 (52,108) (206,654)
----------------- ---------------- ------------------ ------------------ -----------------
INCOME (LOSS) BEFORE INCOME
TAXES 275,459 (255,465) (219,957) (987,076) (2,494,276)
----------------- ---------------- ------------------ ------------------ -----------------
INCOME TAX EXPENSE -- -- -- -- --
----------------- ---------------- ------------------ ------------------ -----------------
NET INCOME (LOSS) $ 275,459 $ (255,465) $ (219,957) $ (987,076) $ (2,494,276)
================= ================ ------------------ ================== =================
BASIC INCOME (LOSS) PER SHARE
Income (Loss) before
discontinued operations $ 0.02 $ (0.05) $ (0.02) $ (0.06)
----------------- ---------------- ------------------ ------------------
Total Income (Loss) Per Share $ 0.02 $ (0.05) $ (0.02) $ (0.06)
================= ================ ================== ==================
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 15,810,298 13,184,264 15,599,500 12,688,192
================= ================ ================== ==================
The accompanying notes are an integral part of
these consolidated financial statements.
4
SYNDICATION NET. COM, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
From Inception
of the
Development
For the Nine Months Ended Stage on
September 30, January 1, 2004
-------------------------------------- Through
2005 2004 Sept 30, 2005
------------------ ------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income/(Loss) $ (219,957) $ (987,076) $ (2,494,276)
Adjustments to reconcile net loss to net cash
provided (used) in operating activities:
Common Stock issued for services - 962,250 1,182,750
Amortization of deferred fees - 15,500 406,000
Unearned compensation 82,500 - 82,500
Bad debt expense - - 278,187
Gain on release of debt (250,000) - (250,000)
Loss on investment value - - 276,431
Changes in operating assets and liabilities:
(Increase) in accounts receivable (20,025) - (20,025)
(Increase) in interest receivable - related party (3,801) (13,156) (3,801)
Increase (decrease) in accounts payable 6,356 18,418 24,872
Increase in accounts payable - related party - - 1,000
Increase in interest payable - related party 32,924 (6,372) 40,122
Increase in interest payable - others 28,032 18,230 28,032
Increase in accrued expenses 17,526 26,750 56,167
Increase in accrued expenses - related party - - 32,000
------------------ ------------------ -----------------
Net Cash Provided (Used) in Operating
Activities (326,445) 34,544 (360,041)
------------------ ------------------ -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in notes receivable - related party - - (278,187)
Increase in investments - related (80,101) (276,431) (356,532)
Increase in deferred acquisition costs 3,980 - (3,020)
------------------ ------------------- -----------------
Net Cash Used in Investing Activities (76,121) (276,431) (637,739)
------------------ ------------------ -----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Stock issued for cash - 50,000 50,000
Increase in notes payable 530,000 150,500 737,500
Payments on notes payable (28,750) (30,000) (125,739)
Increase in convertible debenture - 200,000 200,000
Increase in notes payable - related party - 92,900 272,990
Payments on notes payable - related party (24,260)
Increase in notes receivable - related party (69,144) (221,526) (69,144)
------------------ ------------------ -----------------
Net Cash Provided by Financing Activities 432,106 241,874 1,041,347
------------------ ------------------ -----------------
NET INCREASE IN CASH 29,540 (13) 43,567
CASH, BEGINNING OF PERIOD 14,041 14 14
------------------ ------------------ -----------------
CASH, END OF PERIOD $ 43,581 $ 1 $ 43,581
================== ================== =================
The accompanying notes are an integral part of
these consolidated financial statements.
5
SYNDICATION NET. COM, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
From Inception
of the
Development
For the Nine Months Ended Stage on
September 30, January 1, 2004
---------------------------- Through
2005 2004 Sept 30, 2005
---------- ------------ --------------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash Payments For:
Income taxes $ - $ -
Interest $ - $ 11,370 $ 11,370
Non-Cash Financing Activities
Common stock issued for deferred fees $ - $ 264,000 $ 304,000
Common stock issued for converting N/P $ 65,000 $ - $ 65,000
Common stock issued for converting Debt $ 10,000 $ $ 10,000
Common stock issued for services $ 962,250 $ 1,182,750
The accompanying notes are an integral part of
these consolidated financial statements.
6
SYNDICATION NET. COM, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2005 and December 31, 2004
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 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 consolidated
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 interim consolidated financial statements be read in conjunction
with the Company's most recent audited consolidated financial
statements and notes thereto included in its December 31, 2004 Annual
Report on Form 10-KSB. Operating results for the three and nine months
ended September 30, 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 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. During the quarter ended September 30, 2005 the
Company engaged in a strategy of traditional growth by creating and
launching HTRG & Associates as a wholly owned subsidiary. In the next
12 months, it is our intention to continue to pursue a growth strategy
by way of merger and acquisition but, anticipate that the subsidiary
will provide traditional style revenue and income as a complement to
the overall execution of our business plan. If necessary, the Company
will exercise its option to finance operations through debt and or the
issuance of capital stock for services and working capital. There is no
assurance that the Company will be successful in its acquisition
efforts or in raising the needed capital.
NOTE 3 - SIGNIFICANT EVENTS
HTRG & Associates LLC
During the 3rd Quarter the company launched HTRG & Associates LLC as a
wholly owned subsidiary that will specialize in the real estate
appraisal business. The Company brought on Thomas Gibbs as the
President to run the daily operations of the organization. Mr. Gibbs is
also the sole owner of a consulting company named HTRG Consulting that
has done specific consulting work for the company in the year of 1999
in efforts to develop and launch HCX The haircolorxperts. The Company
has not settled with Mr. Gibbs on the terms of his employment contract
at this time but, expects to in the near future. The nature of the
relationship is to leverage the company's activities from the real
estate appraisal business into real estate development. The Company
will establish a formal employment contract in relation to the real
estate development projects that it chooses to engage.
7
SYNDICATION NET. COM, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2005 and December 31, 2004
NOTE 3 - SIGNIFICANT EVENTS (Continued)
Tri-State Metro Territories LLC - Related Party
During the quarter ended September 30, 2005, the Company increased its
investment in Tri State Metro Territories, LLC (TSMT) by $10,101, which
equals an increase in the ownership of TSMT by approximately 1/2%, up
from 12.21% to 12.75%. Also, the Company loaned an additional $20,313
to TSMT. Mr. Sorrentino, a greater than 10% shareholder of the Company,
has resigned as the managing member of TSMT.
New Age Systems Inc (NAS Inc)
During the quarter ended September 30, 2005, the Company discontinued
negotiations to acquire New Age Systems Inc (NAS Inc).
Conversion of Debenture and Note Payable
During the quarter ended September 30, 2005, the Company converted part
of Convertible Debenture and part of Note Payable to Cornell Capital at
the prevailing market rates as below:
Date of Conversion No of Shares $ Amount Type of Loan
07/05/2005 204,082 $ 10,000 Note Payable
09/19/2005 243,902 $ 10,000 Note Payable
09/26/2005 776,398 $ 25,000 Note Payable
8
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 a 10% shareholder and has resigned as the managing
member of Tri State. Additionally. 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". 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 approximately
$198,000 in connection with Tri-State's opening of its prototype salon in
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 September 2005
we entered purchase agreements resulting in the Company owning 12.75% 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.
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. In
the 3rd Quarter the Company has discontinued its negotiations to acquire New
Age. In addition, during the 3rd quarter of 2005, Mr. Sorrentino resigned as an
Executive Vice President of New Age.
During the 3rd Quarter, the Company launched HTRG & Associates LLC ("HTRG") as a
wholly owned subsidiary that will specialize in the real estate appraisal
business. The Company brought on Thomas Gibbs as the President of HTRG to run
the daily operations of the organization. Mr. Gibbs is also the sole owner of a
consulting company named HTRG Consulting that has done specific consulting work
for the company in the year of 1999 in efforts to develop and launch HCX The
haircolorxperts. The Company has not settled with Mr. Gibbs on the terms of his
employment contract at this time. The nature of the relationship is to leverage
the Company's activities from the real estate appraisal business into real
estate development. The Company will establish a formal employment contract in
relation to the real estate development projects that it chooses to engage.
THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2004
For the three months ended September 30, 2005 we had revenues of
$23,675 as compared to none for the three months ended September 30, 2004. The
increase in revenue is primarily attributed to the revenues generated from the
1st month of operations produced from HTRG & Associates.
The operating expenses for the three months ended September 30, 2005
decreased by $199,224 to $32,190 for the three months ended September 30, 2005
from $231,414 for the three months ended September 30, 2004. Our operating
expenses consist of general and administrative expenses and consulting fees. The
reason for the decrease primarily relates to a decrease in the issuance of
shares for consulting services.
The net income for the three months ended September 30, 2005 was
$275,459 compared to a net loss of $255,465 for the three months ended September
30, 2004. The primary reasons for the decrease in net loss was decreases in
expenses and recognition of other income in the amount of $255,000 related to
the positive reclassification of investments, loans and interest due from
Tri-State Metro Territories and the recognition by the Company of a $250,000
relief of debt.
Liquidity and Capital Resources
Total current liabilities at September 30, 2005 were $1,418,052.
We have historically incurred losses. For the three months ended
September 30, 2005, we had a operating loss of $32,170. 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
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". The closing of this acquisition is subject to the entering of
final definitive agreements and the performance of customary due diligence.
Accept as it relates to the staffing of HTRG & Associates, 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 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
From time to time, the Company may become involved in various lawsuits
and legal proceedings which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in these
or other matters may arise from time to time that may harm the Company's
business.The Company is currently not aware of nor has any knowledge of any such
legal proceedings or claims that we believe will have, individually or in the
aggregate, a material adverse affect on our business, financial condition or
operating results.
ITEM 2. ISSUANCE OF UNREGISTERED SECURITIES AND USE OF PROCEEDS
We have not issued unregistered securities during the period ended September 30,
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
During the quarter ended September 30, 2005, the Company increased its
investment in Tri State Metro Territories, LLC by approximately 1/2%, up
from 12.21% to 12.75%.
During the 3rd Quarter, the Company launched HTRG & Associates LLC ("HTRG")as a
wholly owned subsidiary that will specialize in the real estate appraisal
business. The Company brought on Thomas Gibbs as the President of HTRG to run
the daily operations of the organization. Mr. Gibbs is also the sole owner of a
consulting company named HTRG Consulting that has done specific consulting work
for the company in the year of 1999 in efforts to develop and launch HCX The
haircolorxperts. The Company has not settled with Mr. Gibbs on the terms of his
employment contract at this time. The nature of the relationship is to leverage
the Company's activities from the real estate appraisal business into real
estate development. The Company will establish a formal employment contract in
relation to the real estate development projects that it chooses to engage.
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: November 18, 2005
By: /s/Mrutyunjaya S. Chittavajhula.
-------------------------------------
Mrutyunjaya S. Chittavajhula.
CFO and Principal Accounting Officer
Dated: November 18, 2005