SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

                                   (Mark One)
           [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      For the year ended December 31,1999.


                        Commission File Number 000-28689

                            SYNDICATE VENTURES, INC.
                             -----------------------
             (Exact name of registrant as specified in its charter)

            DELAWARE                                      95-4737487
       ---------------                              -------------------
    (State of organization)                          (I.R.S. Employer
                                                    Identification No.)

           22147 PACIFIC COAST HIGHWAY, SUITE 4, MALIBU, CA      90265
           -----------------------------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code (310) 317-6939


       Securities registered pursuant to Section 12(b) of the Act,
                                      None

       Securities registered pursuant to Section 12(g) of the Act:
                                 Title of Class
                    Common Stock, $0.001 par value per share


<PAGE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days. Yes [ ] No [ X ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Issuer's revenues for its most recent fiscal year.               $0.00

The  aggregate  market value of the Common Stock held by  non-affiliates  of the
registrant,  based on the average of the high and low prices of the Common Stock
on the OTC  Bulletin  Board on March 1, 2000,  was $0.00.  For  purposes of this
computation, all officers, directors, and 5% beneficial owners of the registrant
(as indicated in Item 12) are deemed to be affiliates. Such determination should
not be deemed an  admission  that such  directors,  officers,  or 5%  beneficial
owners are, in fact, affiliates of the registrant.

Number of shares of Common  Stock,  $0.001  Par Value,  outstanding  at March 1,
2000, was 1,018,400.

                     Documents incorporated by reference:     None




<PAGE>



                                       2


                   TABLE OF CONTENTS - 1999 FORM 10-KSB REPORT

                                                                       Page
                                                                      Numbers
                                                                    -----------
                                     PART I

Item   1.      Business                                                    4

Item   2.      Properties                                                  7

Item   3.      Legal Proceedings                                           7

Item   4.      Submission of Matters to a Vote of Security Holders         7

                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Stockholder Matters                                         7

Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations                         8

Item   7.      Financial Statements                                        8

Item   8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                         8

                                    PART III

Item  9.       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act                                         9

Item  10.      Executive Compensation                                     10

Item  11.      Security Ownership of Certain Beneficial Owners
               and Management                                             10

Item  12.      Certain Relationships and Related Transactions             11

Item  13.      Exhibits and Reports on Form 8-K                           12

Signatures                                                                13


                                       3

<PAGE>
                                     PART I


Item   1.      Business

Syndicate  Ventures,  Inc.  ("Syndicate"  or "the Company") was  incorporated in
Delaware September 15, 1998.

MARKET OVERVIEW

     According to the Mortgage  Bankers  Association  of America,  or MBAA,  the
mortgage industry originated approximately $1.5 trillion in mortgages in 1998 as
compared to $834 billion in 1997.  The MBAA estimates that another $1.1 trillion
in mortgages will be funded in 1999.  With the  introduction  of  computer-based
mortgage  origination in the 1990s and, more recently,  Internet-based  mortgage
origination, technology is becoming the central market driver for both consumers
and financial service organizations on every front.

     As interest  rates  maintain an all time low, and estimates  that consumers
can  save as much as $1500 in  application  and  closing  fees by  shopping  for
mortgages online,  the Internet has become one of the easiest,  fastest and most
cost-effective  mechanisms  for consumers to  investigate,  apply for and fund a
mortgage - drastically changing the face of the financial services industry.  In
fact, according to Forrester Research,  by 2003, $91 billion - 10 percent of the
projected mortgage market - will be conducted online.

     At the same time, the Internet gives banks, lending institutions,  Realtors
and  other   organizations  the  opportunity  to  expand  and  streamline  their
traditional  mortgage processes in order to broaden consumer reach, offer better
customer service and increase productivity and profitability.  The Internet also
enables  these  organizations  to transact  business  with  customers  in a more
efficient  and  low-cost  manner,  and  gives  them the  flexibility  to  adjust
features, presentations and prices in response to competition.

     Meanwhile,  consumers benefit from improved overall  convenience,  low-cost
access to information  regarding  available products and services,  ease of use,
numerous choices and more competitive pricing.

     However, in the face of this booming market, many mortgage originators lack
the expertise to develop their own Internet  technologies  and have been slow to
take steps  towards  penetrating  the online  market.  Many still have  problems
seamlessly  integrating their Internet applications with the systems that assist
in  processing,  underwriting  and  closing  the  mortgage  loans.  As a result,
mortgage  originators  have  not  been  leveraging  the  Internet  as a means to
increase borrowers' satisfaction and cost savings.


                                       4


<PAGE>

SYNDICATE: TOUCHING EVERY MORTGAGE

     Clearly, the Internet has become a formidable new channel that is impacting
every aspect of the business.  In becoming the premier technology enabler in the
mortgage industry, Syndicate intends to leverage the Internet infrastructure and
its  innovative  technology  to  maximize  efficiency  in the  mortgage  lending
process.  Syndicate  will do this for its own mortgage  banking  operation or in
support  of the  mortgage  operations  of its  future  clients,  such as  banks,
Realtors, mortgage brokers, financial institutions and home builders.  Syndicate
intends to provide  these  benefits  through two channels:  consumer  direct and
business-to-business.


CONSUMER DIRECT: STREAMLINING AND SIMPLIFYING THE MORTGAGE PROCESS FOR CONSUMERS

     With its anticipated  mortgage  portal,  Syndicate's  website will offer an
easy-to-use,  one-stop  mortgage  lending  source for all  consumers,  including
borrowers with good credit and those with less than perfect credit.

     Intending to be one of the first sites to offer  consumers  mortgages  over
the Internet,  Syndicate's website will provide all the information and features
a consumer needs to make an informed mortgage  decision,  including  educational
information  on  the  lending  process;   real  time  rates;   mortgage  payment
calculator; accurate, up-to-date closing cost estimates; application, processing
and funding - all from one company and all on the same site. Syndicate's website
will  be   specifically   designed  to  make  the   mortgage   lending   process
understandable  and easy, and it will be the only online  mortgage lender in the
industry  with the ability to control  the entire  mortgage  transaction  - from
making the credit  decision to funding the loan - saving  consumers from several
hundred to several thousand dollars per loan.

     Moreover,  Syndicate's  website will  personalize  the  Internet  borrowing
experience,  enabling users to speak with loan officers  directly at any time to
get answers or direction  on what's right for them.  The site will also offer an
easy-to-use  online  application  process and provide a secure  environment  for
consumers to submit their personal information.  Additionally, because Syndicate
will also be the lender,  the site will give consumers an added comfort level of
knowing that they are dealing directly with their mortgage  lender,  rather than
simply a Web  intermediary  with a  mortgage  site.  As a result of  Syndicate's
innovative technology and mortgage lending expertise,  consumers that will visit
the website will enjoy a more satisfying,  less frustrating  mortgage experience
because they will benefit from:

          -    more efficient and cost-effective mortgage transactions.

          -    real-time  interactive  selection  of loan  products and services
               tailored to their needs and qualifications;

          -    faster applications and pre-qualifications;

          -    the  ability  to track the  status of  mortgage  loans,  anytime,
               anywhere, through the Internet; and

          -    personalized  customer  care  with the  convenience  of  shopping
               online

                                       5


<PAGE>


     In addition to its own consumer web portal, Syndicate intends to create and
maintain  customized  "private  label" consumer  mortgage  lending Web sites for
banks,  credit unions, and other organizations that lack the technical expertise
and other resources to maintain a comprehensive,  effective online presence.  In
this role, Syndicate will give mortgage lenders of any size the ability to offer
remote (telephone and Internet) mortgage  counseling,  mortgage  application and
mortgage  origination  services,  with minimum  initial  investment and with low
overhead.  Costs to the client  bank/lender will be a fraction of the expense to
develop or manage  their own call center and will be used in support of, or as a
replacement for, a loan officer-based retail network.


BUSINESS-TO-BUSINESS: MAXIMIZING EFFICIENCIES FOR BANKS, REALTORS,
                      BROKERS AND LENDERS

     In  addition  to the  direct-to-consumer  channels,  Syndicate  intends  to
provide  mortgage  technology  and  outsourcing  solutions to mortgage  bankers,
mortgage  brokers,  financial  institutions,  realtors and homebuilders that are
looking to implement  Internet-based  mortgage  solutions to ensure  competitive
advantage and meet  increasing  customer  demand.  In this role,  Syndicate will
reduce the cost of mortgage  origination and funding for these  organizations by
supplying its state-of-the-art  Internet technology,  business management,  loan
processing, call center and mortgage funding capabilities.

     Additionally,  Syndicate is  developing  a  technology  and a new web site,
which will provide participating  mortgage lenders,  mortgage brokers,  mortgage
loan  correspondents and mortgage insurance  companies a neutral  environment to
conduct  their  daily  business.  Its  website  will be the first to bridge  the
electronic gap between lenders and brokers by providing  common  connectivity to
services,  thereby giving lenders and sponsored  brokers all the necessary tools
to  deliver   underwriting   decisions  at  the  point-of-sale  in  a  wholesale
environment.

     The communications efficiencies provided by the website will give borrowers
lower cost  mortgages and a better chance of finding a mortgage loan tailored to
their needs.

                                       6

<PAGE>


Item   2.      Properties

The Company's executive and administrative  offices are located at 22147 Pacific
Coast Highway,  Suite 4, Malibu,  CA 90265.  The Company pays no rent for use of
the office and does not believe that it will require any additional office space
in the foreseeable future in order to carry out its plan of operations described
herein.



Item   3.      Legal Proceedings

Syndicate  Ventures,  Inc.  is  not  currently  a  party  to any  pending  legal
proceedings.



Item   4.      Submission of Matters to a Vote of Security Holders

No items were submitted to a vote of the security  holders by the Company during
the year ended December 31, 1999.


                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Stockholder Matters

The Company registered its common stock on a Form 10-SB  Registration  Statement
on a voluntary  basis,  which became  effective  on February 28, 2000.  There is
currently no market for  Syndicate's  securities.  Syndicate has never paid cash
dividends on its common stock.  Payment of future  dividends  will be within the
discretion  of  Syndicate's  Board of Directors  and will depend on, among other
factors, retained earnings, capital requirements and the operating and financial
condition of Syndicate.



RECENT SALES OF UNREGISTERED SECURITIES

In  September  1998,  Syndicate  issued  9,200  shares of  common  stock to both
Appletree Investment Company ("Appletree") and PageOne Business Productions, LLC
("PageOne")  for aggregate  consideration  of $18.00.  The  purchases  were made
pursuant to a Rule 504 Private Placement Offering.

In March 1999,  Syndicate issued 900,000 shares of common stock to Appletree and
100,000  shares of common stock to Page One. The purchase price for these shares
was $0.001 per share.  The  purchases  were made  pursuant to a Rule 504 Private
Placement Offering.  There was no underwriter or placement agent involved in the
offer or sale of these  securities  and  there  was no  public  solicitation  or
advertisement  by  Syndicate  in  connection  with  the  offer  or sale of these
securities.   The   foregoing   issuances  of  common  stock  were  exempt  from
registration  under the Securities Act of 1933, as amended,  pursuant to Section
4(2) thereof.

                                       7

<PAGE>


Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations

RESULTS OF OPERATIONS

     The following  discussion  and analysis below should be read in conjunction
with the financial statements,  including the notes thereto, appearing elsewhere
in this Registration  Statement.  For the period since inception  (September 15,
1998) through  December 31, 1999,  during the Company's  development  stage, the
Company has a zero cash balance and has generated a net loss of ($1,113).

FINANCIAL CONDITION AND LIQUIDITY

     The Company has limited  liquidity  and has an ongoing  need to finance its
activities. To date, the Company currently has funded these cash requirements by
offering and selling its Common Stock, and has issued 1,018,400 shares of Common
Stock for net proceeds of $1,018.00.

PLAN OF OPERATION

     The Company has  registered a dot.com name and has  determined it can begin
conducting its business with limited financing that it has arranged.



Item   7.      Financial Statements

The financial  statements and  supplemental  data required by this Item 7 follow
the index of financial statements appearing at Item 13 of this Form 10-KSB.



Item   8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure

Not applicable.





                                       8
<PAGE>

                                    PART III


Item  9.       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act

The following table sets forth certain information with respect to the directors
and executive officers of Syndicate.

Name                                   Age(1)       Position
----                                   ---          --------
George Todt........................    46           Director
Mary Elizabeth Rowbottom...........    28           President and Secretary
Jim Walters........................    47           Treasurer
Larry Todt                             45           Vice President

----------------------
(1)  The ages of Messrs.  Todt and  Walters and Ms.  Rowbottom  are listed as of
     December 31, 1999.

     Our director and executive  officers  devote such time and attention to the
affairs of Syndicate as they believe  reasonable and necessary.  Set forth below
is a description of the background of our director and executive officers.

     GEORGE A. TODT was the President from inception until December 1999. He has
been the sole director  since the inception of Syndicate.  Since 1996,  Mr. Todt
has been a managing  member of  PageOne  Business  Productions,  LLC, a Delaware
limited liability  company.  From 1990 to 1995, Mr. Todt was the chief executive
officer of REPCO,  Inc.,  a  worldwide  designer  and  builder of  environmental
facilities.

     JAMES WALTERS has been the Treasurer of Syndicate since its inception.  For
more  than 20  years,  Mr.  Walters  has  been  engaged  as a  certified  public
accountant with the Los Angeles, California-based firm of Kellogg & Andelson.

     MARY  ELIZABETH  ROWBOTTOM  became  Secretary of Syndicate in June 1999 and
President in December  1999. She has been employed by PageOne since 1997 and has
served as its Vice President since March 1999. From 1994 to 1997, Ms.  Rowbottom
served as a talent agent at HSI  Productions,  a Chicago,  Illinois-based  video
production company.

     LARRY TODT became Vice  President of Syndicate in December  1999.  He owned
and operated a  construction  company in the Midwest from 1975 to December 1996.
During that time was involved in  multi-million  dollar projects and managed the
activities of more than two hundred personnel.

     Our board of directors currently consists of one member, who serves in such
capacity  for a  one-year  term or until  his  successor  has been  elected  and
qualified,  subject to  earlier  resignation,  removal  or death.  The number of
directors constituting the board of directors may be increased or decreased (but
not below the minimum  number  required by applicable  law) from time to time by
resolution of the board of directors.  Our officers  serve at the  discretion of
the board of directors, subject to any effective contractual arrangements.


                                       9
<PAGE>


               COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
officers  and  directors,  and  persons  who own  more  than  ten  percent  of a
registered class of the Company's equity securities, file reports of ownership
and changes in  ownership  with the  Securities  and  Exchange  Commission.  The
Company was not subject to the  reporting  requirements  of Section 16(a) during
fiscal 1999.


Item  10.      Executive Compensation

Consistent  with our  present  policy,  no  director  or  executive  officer  of
Syndicate receives  compensation for services rendered to the company.  However,
these  persons are entitled to be  reimbursed  for expenses  incurred by them in
pursuit of our business objectives.


Item  11.      Security Ownership of Certain Beneficial Owners
               and Management

The  following  table  sets  forth as of December 31, 1999  certain  information
relating to the ownership of the common stock.

Name and Address of                    Amount and Nature of         Percent of
Beneficial Owner (1)                 Beneficial Ownership (2)        Class (2)
--------------------                 ------------------------       ----------

Appletree Investment Company, Ltd          1,018,400(3)               100.00%

PageOne Business Productions, LLC            109,200                   10.00%

George Todt                                  109,200(4)                10.00%

Besty Rowbottom                              109,200(4)                10.00%

Larry Todt                                         0                    0.00%

James Walters                                109,200(4)                10.00%

All officers and directors as a group        109,200(4)                10.00%
(3 persons)

------------------------

(1)  Unless otherwise indicated,  the address of each beneficial owner is in the
     care of Syndicate  Ventures,  Inc.,  22147 Pacific Coast Highway,  Suite 4,
     Malibu, CA 90265.


                                       10
<PAGE>


(2)  Unless otherwise  indicated,  Syndicate  believes that all persons named in
     the table have sole voting and investment  power with respect to all shares
     of common  stock  beneficially  owned by them. A person is deemed to be the
     beneficial  owner of securities which may be acquired by such person within
     60 days from the date of this  registration  statement upon the exercise of
     options,  warrants  or  convertible  securities.  Each  beneficial  owner's
     percentage of ownership is determined by assuming all options,  warrants or
     convertible  securities  that are held by such  person (but not held by any
     other person) and which are  exercisable or  convertible  within 60 days of
     this  registration  statement have been exercised or converted.  Percent of
     Class (third  column  above)  assumes a base of 1,018,400  shares of common
     stock outstanding as of December 31, 1999.

(3)  Consists of 909,200 shares held of record by Appletree  Investment Company,
     Ltd.,  an Isle of Man  corporation,  and  109,200  shares held of record by
     PageOne Business Productions, LLC, a Delaware limited liability company, of
     which Appletree is a managing member.

(4)  Consists solely of 109,200 shares of common stock held by PageOne  Business
     Productions, LLC, a Delaware limited liability company, of which Mr. George
     Todt,  Mr.  Walters and  Appletree  Investment  Company,  Ltd. are managing
     members and Ms. Rowbottom is Vice President.



Item  12.      Certain Relationships and Related Transactions

In March  1999,  Syndicate  issued  100,000  shares of common  stock to  PageOne
Business  Productions,  LLC, of which George Todt and James Walters are managing
members and Ms. Rowbottom is Vice President. The purchase price for these shares
was $0.001 per share.



                                       11
<PAGE>


Item  13.      Exhibits and Reports on Form 8-K

(a)(1)    The  following  financial  statements  are contained on Pages F-1
          through F-8:

          REPORT OF INDEPENDENT AUDITORS,  WEINBERG & COMPANY, P.A., DATED APRIL
          11, 2000

          BALANCE SHEET AS OF DECEMBER 31, 1999

          STATEMENTS OF OPERATIONS  FOR THE YEAR ENDED DECEMBER 31, 1999 AND FOR
          THE PERIOD FROM SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 1999

          STATEMENT OF CHANGES IN  STOCKHOLDERS'  DEFICIENCY FOR THE PERIOD FROM
          SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 1999

          STATEMENTS  OF CASH FLOW FOR THE YEAR ENDED  DECEMBER 31, 1999 AND FOR
          THE PERIOD FROM SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 1999

          NOTES TO FINANCIAL STATEMENTS


(a)(3)   Exhibits

          The following exhibits are filed with this report.

3.1.1     Amended  and  Restated   Articles  of   Incorporation   of  Registrant
          (incorporated  herein  by  reference  to  the  Company's  Registration
          Statement on Form 10-SB 12(g), File No. 000-28689)

3.2.1     ByLaws  of  Registrant   (incorporated  herein  by  reference  to  the
          Company's  Registration  Statement  on  Form  10-SB  12(g),  File  No.
          000-28689)

27.1      Financial Data Schedule




                                       12
<PAGE>


                            WEINBERG & COMPANY, P.A.
                          6100 Glades Road, Suite 314
                              Boca Raton, FL 33434
                                 (561) 487-5765


                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors of:
Syndicate Ventures, Inc.

We have audited the accompanying  balance sheet of Syndicate  Ventures,  Inc. (a
development stage company) as of December 31, 1999 and the related statements of
operations, changes in stockholders' deficiency and cash flows for the year then
ended and for the period from  September  15, 1998  (inception)  to December 31,
1999.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material  respects,  the  financial  position  of  Syndicate  Ventures,  Inc. (a
development  stage  company) as of  December  31,  1999,  and the results of its
operations  and its cash flows for the year then  ended and for the period  from
September  21, 1998  (inception)  to  December  31,  1999,  in  conformity  with
generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial  statements,  the  Company  is a  development  stage  company  without
operations and has had  accumulated  operating  losses of $1,113 since inception
and a working capital  deficiency of $95. These factors raise  substantial doubt
about its ability to continue as a going  concern.  The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.



                                            WEINBERG & COMPANY, P.A.

Boca Raton, Florida
April 11, 2000

                                      F-1
<PAGE>


                            SYNDICATE VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 1999



                                     ASSETS


TOTAL ASSETS                                                       $        -
------------
                                                                     ==========


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY


LIABILITIES
   Loan payable to principal stockholder                          $        95
                                                                   ------------

   TOTAL LIABILITIES                                                       95
                                                                   ------------

STOCKHOLDERS' DEFICIENCY

   Preferred stock, $0.001 par value, 8,000,000 shares
     authorized, none issued and outstanding                             -
   Common stock, $0.001 par value, 100,000,000 shares
     authorized, 1,018,400 issued and outstanding                       1,018
   Accumulated deficit during development stage                        (1,113)
                                                                   ------------

TOTAL STOCKHOLDERS' DEFICIENCY                                            (95)
                                                                   ------------


TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                     $        -
----------------------------------------------                     ============








                 See accompanying notes to financial statements

                                      F-2

<PAGE>


                            SYNDICATE VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS


                                                             September 25,
                                                                 1998
                                             For the Year    (Inception) to
                                             Ended December    December
                                                31, 1999       31, 1999
                                             --------------  --------------

REVENUES                                       $     -        $     -
                                             --------------  --------------

EXPENSES

   Accounting fees                                   500            500
   Bank charges                                       95             95
   Consulting fees                                   -               18
   Legal fees                                        500            500
                                             --------------  --------------

NET LOSS                                       $  (1,095)     $  (1,113)
                                             --------------  --------------

   Net loss per share - basic and diluted      $ (0.0015)     $ (0.0019)
                                             --------------  --------------

   Weighted average number of shares
    outstanding during the  period -
     basic and diluted                           752,647        584,996
                                             --------------  --------------











                 See accompanying notes to financial statements

                                      F-3

<PAGE>


                            SYNDICATE VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
     FOR THE PERIOD FROM September 15, 1998 (INCEPTION) TO DECEMBER 31, 1999



<TABLE>
<CAPTION>
                                                                           Deficit
                                                                         Accumulated
                                                    Common Stock           During
                                                ---------------------    Development
                                                 Shares      Amount         Stage         Total
                                                ---------   ---------     ---------     ---------

<S>                                             <C>         <C>         <C>             <C>
Common stock issued for services                   18,400   $      18   $      -        $      18

Net loss for the year ended December 31, 1998         -           -           (18)            (18)
                                                ---------   ---------   ---------       ---------

Balance, December 31, 1998                         18,400          18         (18)             -

Common stock issued for cash                    1,000,000       1,000          -            1,000

Net loss for the year ended December 31, 1999         -           -        (1,095)         (1,095)
                                                ---------   ---------   ---------       ---------

Balance, December 31, 1999                      1,018,400   $   1,018   $  (1,113)      $     (95)
                                                =========   =========   =========       =========
</TABLE>










                 See accompanying notes to financial statements

                                      F-4

<PAGE>


                            SYNDICATE VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS



                                                                   September 15,
                                                       Year             1998
                                                      Ended          (Inception)
                                                      December       to December
                                                      31, 1999          31, 1999
                                                      --------      ------------
Cash flows from operating activities
   Net loss                                            $(1,095)     $   (1,113)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
  Stock issued for services                                -                18
                                                      --------      ------------
Net cash used in operating activities                   (1,095)         (1,095)
                                                      --------      ------------

Cash flows from financing activities
   Proceeds from issuance of common stock                1,000           1,000
   Loan proceeds from principal stockholder                 95              95
                                                      --------      ------------

   Net cash provided by financing activities             1,095           1,095
                                                      --------      ------------

Net increase in cash                                       -               -

Cash and cash equivalents - Beginning                      -               -
                                                      --------      ------------

Cash and cash equivalents - ending                    $    -        $      -
                                                      --------      ------------










                 See accompanying notes to financial statements

                                      F-5
<PAGE>

                            SYNDICATE VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------   ------------------------------------------

          (A)  Organization and Description of Business
          ---------------------------------------------
               Syndicate  Ventures,  Inc. (a  development  stage  company)  (the
               "Company") was incorporated in the State of Delaware on September
               15, 1998 to engage in an internet-based business. At December 31,
               1999,  the Company had not yet commenced  any  revenue-generating
               operations,  and all  activity to date  relates to the  Company's
               formation, proposed fund raising and business plan development.

               The Company's ability to commence  revenue-generating  operations
               is contingent upon its ability to implement its business plan and
               raise the additional capital it will require through the issuance
               of equity  securities,  debt  securities,  bank  borrowings  or a
               combination thereof.

          (B)  Use of Estimates
          ---------------------
               In preparing  financial  statements in conformity  with generally
               accepted  accounting  principles,  management is required to make
               estimates  and  assumptions  that affect the reported  amounts of
               assets and  liabilities  and the disclosure of contingent  assets
               and  liabilities  at the  date of the  financial  statements  and
               revenues and expenses during the reported period.  Actual results
               could differ from those estimates.

          (C)  Cash and Cash Equivalents
          ------------------------------
               For purposes of the cash flow statements,  the Company  considers
               all highly liquid  investments with original  maturities of three
               months or less at time of purchase to be cash equivalents.

          (D)  Income Taxes
          -----------------
               The  Company  accounts  for  income  taxes  under  the  Financial
               Accounting  Standards  Board  Statement of  Financial  Accounting
               Standards  No. 109.  "Accounting  for Income  Taxes"  ("Statement
               No.109").  Under  Statement  No.  109,  deferred  tax  assets and
               liabilities  are  recognized  for  the  future  tax  consequences
               attributable  to  differences  between  the  financial  statement
               carrying  amounts of existing  assets and  liabilities  and their
               respective  tax basis.  Deferred tax assets and  liabilities  are
               measured  using  enacted  tax rates  expected to apply to taxable
               income  in the years in which  those  temporary  differences  are
               expected to be recovered  or settled.  Under  Statement  109, the
               effect on deferred tax assets and  liabilities of a change in tax
               rates is  recognized  in income in the period that  includes  the
               enactment  date.  There was no current  income tax expense due to
               the  Company  not having  any  material  operations  for the year
               ending December 31, 1999.

                                      F-6
<PAGE>

                            SYNDICATE VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
-------   ------------------------------------------

          (E)  Loss Per Share
          -------------------
               Net loss per common  share for the year ended  December  31, 1999
               and for  the  period  from  September  15,  1998  (inception)  to
               December  31, 1999 is computed  based upon the  weighted  average
               common  shares  outstanding  as defined by  Financial  Accounting
               Standards  No. 128  "Earnings  Per  Share".  There were no common
               stock equivalents outstanding at December 31, 1999.

NOTE  2   LOAN PAYABLE TO PRINCIPAL STOCKHOLDER
-------   -------------------------------------
               The   loan    payable    to    principal    stockholder    is   a
               non-interest-bearing    loan   payable   to   PageOne    Business
               Productions, LLC. The amount is due and payable on demand.

NOTE  3   STOCKHOLDERS' DEFICIENCY
-------   ------------------------
               The Company was originally  authorized to issue 100,000 shares of
               preferred  stock  at $.01  par  value,  with  such  designations,
               preferences, limitations and relative rights as may be determined
               from time to time by the Board of Directors.

               The Company was also  originally  authorized to issue  10,000,000
               shares of common stock at $.001 per share par value.  The Company
               issued  909,200  and  109,200  shares  to  AppleTree   Investment
               Company,   Ltd.   and   PageOne   Business   Productions,    LLC,
               respectively.  No preferred shares were issued as of December 31,
               1999.

               Management  subsequently  filed an  amendment  to the articles of
               incorporation  with the State of Delaware,  which  increased  the
               number of authorized common shares to 100,000,000,  increased the
               number of authorized preferred shares to 8,000,000, and decreased
               the par value of the preferred shares to $0.001 per share.

               The financial  statements  at December 31, 1999 give  retroactive
               effect to common stock split, new authorized  share amounts,  and
               par   values   enumerated   in   the   amended   certificate   of
               incorporation.

                                      F-7

<PAGE>

                            SYNDICATE VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999


NOTE  4   GOING CONCERN
-------   -------------
               As  reflected  in  the  accompanying  financial  statements,  the
               Company has had accumulated  losses of $1,113 since inception,  a
               working  capital  deficiency  of $95 and has  not  generated  any
               revenues since it has not yet  implemented its business plan. The
               ability  of  the  Company  to  continue  as a  going  concern  is
               dependent on the Company's  ability to raise  additional  capital
               and implement its business plan. The financial  statements do not
               include any adjustments that might be necessary if the Company is
               unable to continue as a going concern.

               The Company intends to implement its business plan and is seeking
               funding  through  the  private  placement  of its  equity or debt
               securities or may seek a combination with another company already
               engaged  in  its  proposed  business.  Management  believes  that
               actions  presently  being taken provide the  opportunity  for the
               Company to continue as a going concern.









                                      F-8

<PAGE>




                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                            SYNDICATE VENTURES, INC.


                            /s/ Mary Elizabeth Rowbottom
                         By: ---------------------------
                              Mary Elizabeth Rowbottom
                              President


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.

     Signature                          Title               Date

/s/  George A. Todt           Director           April 24, 2000

/s/ Mary Elizabeth Rowbottom  President          April 24, 2000

/s/ James Walters             Treasurer          April 24, 2000




                                       13