UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB/A


                                   (Mark One)
 |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934

                         For the quarterly period ended
                                  June 30, 2006

                                       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, 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.

Indicate by check mark whether the registrant is a shell company (as defined by
Rule 12-b2 of the Exchange Act).
Yes |_| No |X|


At August 28, 2006, there were 99,993,946 shares of common stock, $0.0001 par
value per share, issued and outstanding.

EXPLANATORY NOTE
----------------

This filing is an amendment of the June 30, 2006 form 10-QSB filed on August 21,
2006. The initial filing of the June 30, 2006 10QSB was filed before the
independent auditors had completed their review of the June 30, 2006 financial
statements as required by Rule 10-01(d) of Regulation S-X. The principal change
in the amended Form 10-QSB involves an increase in the general and
administrative expenses from $103,670 to $249,411, for the three months ended
June 30, 2006, which also increased the Company's loss from $593,697 to
$739,438. (See Footnote 5 on the June 30, 2006 restated financial statements.)


<PAGE>














                        SYNDICATION, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                       June 30, 2006 and December 31, 2005











<PAGE>


                        SYNDICATION, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                           Consolidated Balance Sheet

                                     ASSETS

                                                    June 30,        December 31,
                                                      2006             2005
                                                    ---------       ---------
                                                   (Unaudited)
                                                    (Restated)
CURRENT ASSETS

   Cash                                             $ 325,265       $ 255,684
   Accounts Receivable                                  1,850          12,300
   Prepaid Expenses                                     1,400            --
                                                    ---------       ---------


     Total Current Assets                             328,515         267,984
                                                    ---------       ---------



OTHER ASSETS

   Debt Offering Costs                                165,521          60,000
   Amortization Accumulated                           (21,322)           --
                                                    ---------       ---------


     Total Other Assets                               144,199          60,000
                                                    ---------       ---------

     TOTAL ASSETS                                   $ 472,714       $ 327,984
                                                    =========       =========









                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                        2

<PAGE>

                        SYNDICATION, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                     Consolidated Balance Sheets (Continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                               June 30,      December 31,
                                                                 2006           2005
                                                              -----------    -----------
                                                              (Unaudited)
                                                               (Restated)
CURRENT LIABILITIES
<S>                                                           <C>            <C>
   Accounts payable                                           $    38,248    $   103,717
   Accounts payable - related party                                33,711         18,419
   Note payable - related party                                   368,937        368,937
   Interest payable - related party                               106,365         84,104
   Note payable                                                   138,011        301,761
   Interest payable                                                30,733         37,043
   Interest payable - convertible debenture                        52,800          1,318
   Derivative Liability                                         2,760,753      1,668,627
                                                              -----------    -----------

     Total Current Liabilities                                  3,529,558      2,583,926
                                                              -----------    -----------

LONG TERM LIABILITIES

   Convertible Debenture                                        1,150,000        468,038
   Debt Discount - net of amortization                         (1,004,259)      (300,000)
                                                              -----------    -----------

     Total Long Term Liabilities                                  145,741        168,038
                                                              -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock: 20,000,000 shares authorized of
    $0.0001 par value, no shares issued and outstanding              --             --

   Common stock: 3,000,000,000 shares authorized of $0.0001
    par value, 99,993,946 shares issued and
    outstanding respectively                                        9,999          9,994
   Additional paid-in capital                                   4,406,267      4,406,272
   Deficit accumulated prior to the development stage          (2,231,519)    (2,231,519)
   Deficit accumulated during the development stage            (5,387,332)    (4,608,727)
                                                              -----------    -----------

     Total Stockholders' Equity (Deficit)                      (3,202,585)    (2,423,980)
                                                              -----------    -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
       (DEFICIT)                                              $   472,714    $   327,984
                                                              ===========    ===========
</TABLE>


                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                        3

<PAGE>

                        SYNDICATION, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>

<CAPTION>
                                                                                                                          From
                                                                                                                        Inception
                                            For the Three Months Ended             For the Six Months Ended              Of the
                                                      30th June                            30th June                   Development
                                         -----------------------------------------------------------------------        Stage on
                                              2006               2005               2006               2005             01/01/04
                                                                                                                          Thru
                                                                                                                        06/30/06
                                           (Restated)                            (Restated)                            (Restated)
                                         --------------     --------------     --------------     --------------     --------------
<S>                                      <C>                <C>                <C>                <C>                <C>
REVENUE                                  $            -     $            -     $        8,675     $            -     $       75,100

OPERATING EXPENSES

General and administrative                      103,670             62,555            147,155            186,726          1,056,043
Bad debt expense                                  6,750             11,895             56,314             48,831            415,253
Consulting                                       22,880             13,115             68,805            140,615          1,658,672
                                         ------------------------------------------------------------------------------------------

Total Operating Expenses                        279,041             87,565            418,015            376,172          3,275,709
                                         ------------------------------------------------------------------------------------------

OPERATING LOSS                                 (279,041)           (87,565)          (409,340)          (376,172)        (3,200,609)
                                         ------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSES)

Interest Income                                     711                  -                711                  -                711
Other income (expenses)                          50,780                  -              7,000                  -             42,932
Gain (Loss) on Investments                      (52,273)           (20,000)           (52,273)           (70,000)          (336,742)
Gain (Loss) on Derivative Liability            (393,580)                 -           (242,126)                 -         (1,610,753)
Interest Expense                                (66,035)           (26,070)           (82,577)           (49,244)          (282,871)
                                         ------------------------------------------------------------------------------------------

Total Other Income (Expenses)                  (460,397)           (46,070)          (369,265)          (119,244)        (2,186,723)
                                         ------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAXES              (739,438)          (133,635)          (778,605)          (495,416)        (5,387,332)
                                         ------------------------------------------------------------------------------------------

INCOME TAX EXPENSE                                    -                  -                  -                  -                  -
                                         ------------------------------------------------------------------------------------------

NET INCOME (LOSS)                        $     (739,438)    $     (133,635)    $     (778,605)    $     (495,416)    $   (5,387,332)
                                         ==========================================================================================

BASIC AND DILUTED INCOME (LOSS)
   PER SHARE                                      (0.01)             (0.01)             (0.01)             (0.03)
                                         =======================================================================

(Loss) per share                                      -                  -                  -                  -
                                         =======================================================================

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                           99,993,946         15,384,077         99,993,946         15,374,635
                                         =======================================================================
</TABLE>


                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                       4

<PAGE>

                        SYNDICATION, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>

<CAPTION>
                                                                                        From Inception
                                                                                            of the
                                                                                         Development
                                                          For the Six Months Ended         Stage on
                                                                   June 30,             January 1, 2004
                                                        -----------------------------       Through
                                                            2006             2005        June 30, 2006
                                                        ------------     ------------    -------------
                                                         (Restated)                        (Restated)
<S>                                                     <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net Loss                                                $   (778,605)    $   (495,416)    $ (5,387,332)
Adjustments to reconcile net loss to net cash
provided (used) in operating activities:
  Common stock issued for services                                 -                -        1,417,732
  Amortization of debt discount                              145,741                -          145,741
  Amortization of debt offering costs                         21,322                -           21,322
  Amortization of deferred fees                                    -           82,500          406,000
  Bad debt expense                                                 -           48,831          278,187
  Loss on investment value                                         -           70,000          276,431
  Gain on accounts payable write-off                               -                -          (39,932)
  Unearned compensation                                            -                -          190,000
  Increase in allowance for bad debts                              -                -           80,752
  Increase (decrease) in Derivative Liability              1,092,126                -        2,460,753

Changes in operating assets and liabilities:
 (Increase) decrease in Accounts Receivable                   10,450                -           (1,850)
 (Increase) decrease in Prepaid expenses                      (1,400)               -           (1,400)
 (Increase) in debt offering costs                          (105,521)               -         (165,521)
  Increase (decrease) in accounts payable                    (65,467)          29,425          (17,758)
  Increase (decrease) in accounts payable                     15,292           (2,000)          32,711
  Increase in interest payable - related party                22,259           21,828           73,398
  Increase in interest payable - Convertible                  51,482                -           51,482
  Increase (decrease) in interest payable                     (6,310)               -           33,704
  Increase in accrued expenses                                     -           43,435           38,641
  Increase in accrued expenses - Related party                     -            9,884           32,000
 (Decrease) in directors fee accrued                               -                -          (44,000)
Net Cash Provided (Used) in Operating                   ----------------------------------------------
Activities                                                   401,369         (191,513)        (118,939)
                                                        ----------------------------------------------
</TABLE>


                 The accompanying notes are an integral part of
                    these consolidated financial statements.


                                       5
<PAGE>

                        SYNDICATION, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                             (Unaudited) (continued)

<TABLE>
<CAPTION>
                                                                                        From Inception
                                                                                            of the
                                                                                         Development
                                                          For the Six Months Ended         Stage on
                                                                   June 30,             January 1, 2004
                                                        -----------------------------       Through
                                                            2006             2005        June 30, 2006
                                                        ------------     ------------    -------------
                                                         (Restated)                        (Restated)
<S>                                                     <C>              <C>              <C>

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in notes receivable - related                             -          (48,831)        (358,939)
Increase in investments - related                                  -          (70,000)        (276,431)
Increase in Project Texas real estate                                          (1,038)               -
                                                        ----------------------------------------------
Net Cash Used in Investing Activities                              -         (119,869)        (635,370)
                                                        ----------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Stock issued for cash                                              -                -           50,000
Proceeds from notes payable                                        -          500,000          707,500
Payments on notes payable                                   (163,750)         (23,750)        (265,739)
Increase in notes payable - related party                          -                -          280,097
Payments on notes payable - related party                          -                -          (24,260)
Increase in convertible debenture                            681,962                -        1,181,962
Increase in Debt discount                                   (850,000)               -         (850,000)
                                                        ----------------------------------------------
Net Cash Provided by Financing Activities                   (331,788)         476,250        1,079,560
                                                        ----------------------------------------------

NET INCREASE IN CASH                                          69,581          164,868          325,251

CASH, BEGINNING OF PERIOD                                    255,684           14,041               14
                                                        ----------------------------------------------
CASH, END OF PERIOD                                     $    325,265     $    178,909     $    325,265
                                                        ==============================================
</TABLE>


                 The accompanying notes are an integral part of
                    these consolidated financial statements.


                                       6
<PAGE>

                        SYNDICATION, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      From Inception
                                                                                          of the
                                                                                        Development
                                                   For the Six Months Ended               Stage on
                                                             June 30,                 January 1, 2004
                                             ----------------------------------------    Through
                                                   2006                   2005         June 30, 2006
                                             ------------------    ------------------ --------------
                                                (Restated)                              (Restated)
SUPPLEMENTAL CASH FLOW INFORMATION

Cash Payments For:
<S>                                          <C>                   <C>
   Income taxes                              $              --     $           --                 --
   Interest                                  $              --     $           --     $        11,370

Non-Cash Financing Activities

   Common stock issued for deferred fees     $              --     $           --     $       304,000
   Common stock issued for converting N/P    $              --     $        20,000    $        65,000
   Common stock issued for converting debt   $              --     $        10,000    $        10,000
   Common stock issued for services          $              --     $           --     $     1,182,750
</TABLE>





                 The accompanying notes are an integral part of
                    these consolidated financial statements.
                                        7

<PAGE>

                        SYNDICATION, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                       June 30, 2006 and December 31, 2005

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 consolidated 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 consolidated 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 consolidated financial statements.
          Although management believes the disclosures and information
          presented are adequate to make the information not misleading, it
          is suggested that these consolidated interim financial statements
          be read in conjunction with the Company's most recent audited
          consolidated financial statements and notes thereto included in
          its December 31, 2005 Annual Report on Form 10-KSB. Operating
          results for the six months ended June 30, 2006 are not necessarily
          indicative of the results that may be expected for the year ending
          December 31, 2006.

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. The consolidated 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. At the 2nd Quarter close, the
          Company had cash resources of $325,265 and the recent
          establishment of initial stage sources of revenue to cover its
          operating costs and to allow it to continue as a going concern.

NOTE 3 -  DEBENTURE

          On December 30th 2005, Syndication, Inc. (the "Company"), in order
          to obtain alternative funding for its ongoing operations of the
          Company, entered into a Termination Agreement with Cornell Capital
          Partners, LP (the "Investor") pursuant to which the Standby Equity
          Distribution Agreement entered between the Company and the
          Investor dated June 2004 was terminated. To that end, on December
          30th 2005, the company then executed a Securities Purchase
          Agreement (the "Agreement") for the sale of (i) $1,150,000 in
          secured convertible debentures (the "Debentures") and (ii) stock
          purchase warrants (the "Warrants") to buy 120,000,000 shares of
          our common stock. In accordance with EITF-00-19 and SFAS 150,
          since there is no explicit limit on the number of shares that are
          to be delivered upon exercise of the conversion feature, the
          Company is not able to assert that it will have sufficient
          authorized and unissued shares to settle the conversion option. As
          a

                                       8
<PAGE>

                    SYNDICATION, INC. AND SUBSIDIARY
                      (A Development Stage Company)
             Notes to the Consolidated Financial Statements
                   June 30, 2006 and December 31, 2005

          result, the conversion feature should be accounted for as a
          derivative liability, with the fair value recorded in earnings
          each period.

NOTE 4 -  SIGNIFICANT EVENTS

          "SYNDICATION, INC" Name changes


          In the First Quarter of 2006 the company took steps to stream line
          its name branding and changed the name of its subsidiary to
          "SYNDICATED PROPERTIES" from HTRG & associates as well as the
          parent company's banner to "SYNDICATION, INC" from syndication
          net. com inc. The company plans to move Syndicated Properties into
          real estate development away from the appraisal focus.

          Tri-State Metro Territories LLC

          During the quarter ended June 30, 2006, the Company increased its
          investment in Tri State Metro Territories, LLC (TSMT) by $35,101,
          which equals an increase in the ownership of TSMT by approximately
          1.69%, up from 13.75% to 15.44%. Also, the Company loaned an
          additional $6,750 to TSMT. The Company wrote off the amounts as
          uncollectable during the quarter ended June 30, 2006. Mr.
          Sorrentino a greater than 10% shareholder of the Company resigned
          as the managing member of TSMT in March of 2005.

NOTE 5 -  Restatement

          Subsequent to the initial filing of our Form 10QSB for the quarter
          ended June 30, 2006, we determined that the amortization of the debt
          discount related to the Convertible Debenture was not included in the
          amortization expense calculation. The effect of the restatement is as
          follows:

<TABLE>
<CAPTION>

Statement of Operations for the three months ended June 30, 2006
                                                                                                Effect of
                                                              As Reported     As Adjusted         Change
<S>                                                           <C>             <C>             <C>
Revenues                                                      $           -   $           -   $           -
Expenses                                                            593,697         739,438        (145,741)
                                                              -------------   -------------   -------------
Net loss                                                      $    (593,697)  $    (739,438)  $    (145,741)
                                                              -------------   -------------   -------------
Basic and diluted loss per share                              $       (0.01)  $       (0.01)  $           -
                                                              -------------   -------------   -------------

Statement of Operations for the six months ended June 30, 2006
                                                                                                Effect of
                                                              As Reported      As Adjusted        Change
Revenues                                                      $       8,675   $       8,675   $            -
Expenses                                                            641,539         787,280        (145,741)
                                                              -------------   -------------   -------------
Net loss                                                      $    (632,864)  $    (778,605)  $    (145,741)
                                                              -------------   -------------   -------------
Basic and diluted loss per share                              $       (0.01)  $       (0.01)  $            -
                                                              -------------   -------------   -------------

Balance Sheet as of June 30, 2006
                                                                                                Effect of
                                                              As Reported      As Adjusted        Change
Long term liabilities                                         $           -   $     145,741   $     145,741
Accumulated deficit                                           $  (7,473,110)  $  (7,618,851)  $    (145,741)

Statement of Cash Flows for the six months ended June 30, 2006
                                                                                                Effect of
                                                              As Reported      As Adjusted        Change

Net loss                                                      $   (632,864)   $    (778,605)  $    (145,741)
Amortization in debt discount on convertible debentures                   -         145,741         145,741
</TABLE>


                                       9

<PAGE>

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.

      In September 2005, we launched Syndicated Properties LLC (f/k/a SP &
Associates LLC) ("SP") as a wholly owned subsidiary that will specialize in the
real estate development business. Through SP, we intend to leverage our
activities from the real estate appraisal business into real estate development.

      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 in Tri State. 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 right to the interest in the
prototype HCX Salons located in Columbia Maryland and 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 February 2005, we entered
into two purchase agreements whereby the Company purchased 3% of membership
interests of Tri-State for $115,000. During the quarter ended June 30, 2006, the
Company increased its investment in Tri State by $35,101, which equals an
increase in the ownership of Tri State by approximately 1.69%, up from 13.75% to
15.44%.

      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.

THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THREE MONTHS ENDED JUNE 30, 2005

      For the three months ended June 30, 2006 and June 30, 2005 we did not have
any revenue. The lack of revenue is primarily attributed to the decreasing of
consulting activity.


      The operating expenses for the three months ended June 30, 2006 increased
by $191,476 to $279,041 for the three months ended June 30, 2006 from $87,565
for the three months ended June 30, 2005. Our operating expenses consist of
general and administrative expenses and consulting fees. The reason for the
increase relates to an increase in the payment of fees related to the evaluation
of acquisition opportunities of which we have no definitive plans at this time.



                                       10
<PAGE>


      The net loss for the three months ended June 30, 2006 was $739,438
compared to net loss of $133,635 for the three months ended June 30, 2005. The
primary reasons for the increase in net loss was an increase in expenses.


Liquidity and Capital Resources


      Total current liabilities at June 30, 2006 were $3,529,558.

      We have historically incurred losses. For the three months ended June 30,
2006, we had a operating loss of $279,041.


      On December 30, 2005, the Company, in order to obtain alternative funding
for its ongoing operations of the Company, entered into a Termination Agreement
with Cornell Capital Partners, LP (the "Investor") pursuant to which the Standby
Equity Distribution Agreement entered between the Company and the Investor dated
June 2004 was terminated. To that end, on December 30th 2005, the company then
executed a Securities Purchase Agreement (the "Agreement") for the sale of (i)
$1,150,000 in secured convertible debentures (the "Debentures") and (ii) stock
purchase warrants (the "Warrants") to buy 120,000,000 shares of our common
stock. On December 30, 2005, the company issued $300,000 of the $1,150,000
debenture.

      The debentures bears interest at 12 percent, mature three years from the
date of issuance, and are convertible into the Company's common stock, at a
conversion price equal to the lower of (i) $0.0132 or (ii) 85% of the lowest
weighted average price during the 30 trading days immediately preceding the
conversion date.

      In accordance with EITF-00-19 and SFAS 150, and because there is no
explicit limit on the number of shares that are to be delivered upon exercise of
the conversion feature, the Company is not able to assert that it will have
sufficient authorized and unissued shares to settle the conversion option. As a
result, the conversion feature will be accounted for as a derivative liability,
with the fair value recorded in earnings each period. On February 6, 2006 the
Company issued an additional $700,000 of the $1,150,000 debenture and on June 8,
2006 the Company issued the final $150,000 of the $1,150,000 debentures.

      Our future revenues and profits, if any, will depend upon various factors,
including the following:

      Whether we will be able to effectively evaluate the overall quality and
industry expertise of potential acquisition candidates; whether we will have the
funds to provide seed capital and mezzanine financing to brick-and-mortar,
e-commerce and Internet-related companies; and 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 do not foresee any significant changes in the number of our employees
over the next twelve months except in the event we finalize an acquisition. 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.


                                       11
<PAGE>

                           PART 2 - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      We are not a party to any material litigation and management has no
knowledge of any threatened or pending litigation against it.

ITEM 2. CHANGES IN SECURITIES

      We have not issued securities for the period ended June 30, 2006.

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.

                               SYNDICATION, INC.



By:   /s/Brian Sorrentino
      ---------------------------------------
      Brian Sorrentino
      CEO and Principal Executive Officer
      Dated: August 31, 2006


By:   /s/Mrutyunjaya S. Chittavajhula.
      ---------------------------------------
      Mrutyunjaya S. Chittavajhula.
      CFO and Principal Accounting Officer
      Dated: August 31, 2006



                                       12