SICHENZIA ROSS FRIEDMAN FERENCE LLP
1065 Avenue of the Americas New York NY 10018
Tel 212 930 9700 Fax 212 930 9725 www.srff.com
May 11, 2006
Elaine Wolff, Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Syndication, Inc. (f/k/a Syndication Net.Com, Inc.)
Registration Statement on Form SB-2
Filed February 3, 2006
File No. 333-131538
Dear Ms Wolff:
This firm represents Syndication, Inc. (the "Company") in the
above-referenced matter. Enclosed for filing is the Company's Amendment No. 1 to
its Form SB-2. Below, please find our responses to your February 14, 2006
comment letter:
General
1. We note that you previously filed a registration statement on Form SB-2 to
register for resale shares underlying an equity line agreement with
Cornell Capital 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.
Response
Cornell Capital sold 37,549,929 shares under the equity line and 5,208,191
shares of common stock issued upon conversion of the convertible note. We
have filed an amendment to deregister any remaining unsold securities.
2. Tell us how you determined that the sale of the convertible notes to
Cornell Capital was completed and eligible to be the subject of resale
registration statement given the investment discretion retained by Cornell
Capital. For example:
o 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.
Response
Please be advised that section 7(b)(iv) of the Amended and Restated
Securities Purchase Agreement contained a mutual mistake that both Cornell
Capital and the Company have acknowledged. The proper language of the
Amended and Restate Securities Purchase Agreement should have stated that
Cornell Capital has no obligation to fund at the Second Closing if the
Company has not filed the registration statement. As such, Cornell Capital
did not retain any investment decision in connection with this financing.
Further, on February 3, 2006, Cornell Capital and the Company closed the
second tranche of the financing. As a result of the acknowledgment of the
fact that there was a mutual mistake by both parties and that the second
tranche closed on February 3, 2006, we do not believe that this comment is
still applicable.
***
Should you have any further questions, please do not hesitate to contact
the undersigned at 212-398-1494
Sincerely,
/s/Stephen Fleming
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Stephen Fleming