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

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

                                   FORM 10-QSB

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

                         For the quarterly period ended
                               September 30, 2004

or

[_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                        For the transition period from to

                         Commission file number 0-28955

                            SYNDICATION NET.COM, INC.
             (Exact name of registrant as specified in its charter)

                  Delaware                                 57-2218873
                 ----------                                -----------
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)                Identification No.)

                              1250 24th Street, NW
                                    Suite 300
                             Washington, D.C. 20037
               (Address of principal executive offices (zip code))

                                 (202) 467-2788
              (Registrant's telephone number, including area code)

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date.

     Class                      Issued and Outstanding at September 30, 004

Common Stock,  $0.0001          14,360,088  shares


<PAGE>


PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


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


                        CONSOLIDATED FINANCIAL STATEMENTS

                    SEPTEMBER 30, 2004 AND DECEMBER 31, 2003

<PAGE>

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

<TABLE>
<CAPTION>
                                     ASSETS

                                                     SEPTEMBER 30,   DECEMBER 31,
                                                         2004           2003
                                                       --------       --------
                                                      (Unaudited)
<S>                                                    <C>            <C>
CURRENT ASSETS
   Cash                                                $     --       $     14
   Notes receivable - related party                     221,526             --
   Interest receivable - related party                   13,157             --
                                                       --------       --------

     Total Current Assets                               234,683             14
                                                       --------       --------

OTHER ASSETS

   Investment (Note 4)                                  276,431             --
                                                       --------       --------

     Total Other Assets                                 276,431             --
                                                       --------       --------

     TOTAL ASSETS                                      $511,114       $     14
                                                       ========       ========
</TABLE>

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

                                        2

<PAGE>

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

<TABLE>
<CAPTION>
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                 SEPTEMBER 30,      DECEMBER 31,
                                                                    2004               2003
                                                                 -----------        -----------
                                                                 (Unaudited)
<S>                                                              <C>                <C>
CURRENT LIABILITIES
   Cash overdraft                                                $       152        $        --
   Accounts payable                                                  323,524            306,008
   Accounts payable-related party                                      1,750              1,000
   Note payable - related party                                      206,000            113,100
   Interest payable - related party                                   31,887             32,965
   Note payable                                                      150,500             30,000
   Interest payable                                                   18,230              5,295
   Convertible debenture                                             200,000                 --
   Interest payable - convertible debenture                            4,750                 --
   Accrued directors fees                                             34,000             12,000
                                                                 -----------        -----------

     Total Current Liabilities                                       970,793            500,368
                                                                 -----------        -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
   Preferred stock: 20,000,000 shares authorized of
    $0.0001 par value, no shares issued and outstanding                   --                 --
   Common stock: 100,000,000 shares authorized of $0.0001
    par value, 14,360,088 and 12,075,088 shares issued and
    outstanding, respectively                                          1,436              1,207
   Additional paid-in capital                                      3,033,980          2,021,958
   Deferred fees                                                    (276,500)          (292,000)
   Deficit accumulated prior to the development stage             (2,231,519)        (2,231,519)
   Deficit accumulated during the development stage                 (987,076)                --
                                                                 -----------        -----------

     Total Stockholders' Equity (Deficit)                           (459,679)          (500,354)
                                                                 -----------        -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
       (DEFICIT)                                                 $   511,114        $        14
                                                                 ===========        ===========
</TABLE>

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

                                        3

<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                              FROM INCEPTION
                                                                                                                  OF THE
                                                                                                               DEVELOPMENT
                                          FOR THE THREE MONTHS ENDED           FOR THE NINE MONTHS ENDED         STAGE ON
                                                 SEPTEMBER 30,                       SEPTEMBER 30,           JANUARY 1, 2004
                                       ------------      ------------      ------------      ------------         THROUGH
                                           2004              2003              2004              2003       SEPTEMBER 30, 2004
                                       ------------      ------------      ------------      ------------      ------------
<S>                                    <C>               <C>               <C>               <C>               <C>
CONSULTING REVENUE                     $         --      $      1,600      $         --      $      3,420      $         --
                                       ------------      ------------      ------------      ------------      ------------

OPERATING EXPENSES
   General and administrative                94,015           172,170           257,069           184,845           257,069
   Consulting                               152,400            31,500           692,900           571,338           692,900
                                       ------------      ------------      ------------      ------------      ------------

     Total Operating Expenses               246,415           203,720           949,969           756,183           949,969
                                       ------------      ------------      ------------      ------------      ------------

OPERATING LOSS                             (246,415)         (202,120)         (949,969)         (752,763)         (949,969)
                                       ------------      ------------      ------------      ------------      ------------

OTHER (EXPENSES)
   Interest income                            3,945             4,000             8,370             4,000             8,370
   Interest expense                         (12,996)           (3,590)          (45,477)          (10,130)          (45,477)
                                       ------------      ------------      ------------      ------------      ------------

     Total Other (Expenses)                  (9,051)              410           (37,107)           (6,130)          (37,107)
                                       ------------      ------------      ------------      ------------      ------------

LOSS BEFORE INCOME TAXES
   AND DISCONTINUED
   OPERATIONS                              (255,466)         (201,710)         (987,076)         (758,893)         (987,076)
                                       ------------      ------------      ------------      ------------      ------------

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

LOSS  BEFORE DISCONTINUED
 OPERATIONS                                (255,466)         (201,710)         (987,076)         (758,893)         (987,076)
                                       ------------      ------------      ------------      ------------      ------------

   Income from discontinued
     operations                                  --            12,861                --            40,831                --
                                       ------------      ------------      ------------      ------------      ------------

     Total income from
       discontinued operations                   --            12,861                --            40,831                --
                                       ------------      ------------      ------------      ------------      ------------

NET INCOME (LOSS)                      $   (255,466)     $   (188,849)     $   (987,076)     $   (718,062)     $   (987,076)
                                       ============      ============      ------------      ============      ============

BASIC AND LOSS PER SHARE
   Loss before discontinued
     operations                        $      (0.02)     $      (0.02)     $      (0.07)     $      (0.07)
   Income from discontinued
     operations                                0.00              0.00              0.00              0.00
                                       ------------      ------------      ------------      ------------

     Total Income (Loss) Per Share     $      (0.02)     $      (0.02)     $      (0.07)     $      (0.07)
                                       ============      ============      ============      ============

WEIGHTED AVERAGE
 NUMBER OF SHARES
 OUTSTANDING                             15,022,208        11,512,815        13,843,247        11,053,636
                                       ============      ============      ============      ============
</TABLE>

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

                                        4

<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                          (A Development Stage Company)
            Consolidated Statement of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>

                                                                  COMMON STOCK           ADDITIONAL
                                                            --------------------------     PAID-IN       DEFERRED     ACCUMULATED
                                                               SHARES        AMOUNT        CAPITAL         FEES         DEFICIT
                                                           ------------   ------------  ------------  ------------   ------------
<S>                                                          <C>          <C>           <C>           <C>            <C>
Balance, December 31, 2003                                   12,075,088   $      1,207  $  2,021,958  $   (292,000)  $ (2,231,519)

Common stock issued for cash at $1.00 per share on
  February 16,  2004 (unaudited)                                 50,000              5        49,995            --             --

Common stock issued for deferred fees at $0.80 per share
  on February 16, 2004 (unaudited)                               30,000              3        23,997       (24,000)            --

Common stock issued for assets at $0.90 per share on
  February 28, 2004 (unaudited)                                 120,000             12       107,988            --             --

Common stock issued for assets at $0.65 per share on
  March 17, 2004 (unaudited)                                    160,000             16       103,984            --             --

Common stock issued for assets at $0.65 per share on
  March 17, 2004 (unaudited)                                     15,000              2         9,749            --             --

Common stock issued for assets at $0.65 per share on
  March 17, 2004 (unaudited)                                     60,000              6        38,994            --             --

Common stock issued for deferred fees at $0.40 per share
   on May 18, 2004 (unaudited)                                  600,000             60       239,940      (240,000)            --

Common stock issued for services at $0.35 per share
   on June 1, 2004 (unaudited)                                1,200,000            120       419,880            --             --

Common stock issued for additional interest on default on
   note payable at $0.35 per share (unaudited)                   50,000              5        17,495            --             --

Amortization of deferred fees (unaudited)                            --             --            --       279,500             --

Net loss for the nine months ended September 30, 2004
  (unaudited)                                                        --             --            --            --       (987,076)
                                                           ------------   ------------  ------------  ------------   ------------

Balance, September 30, 2004 (unaudited)                      14,360,088   $      1,436  $  3,033,980  $   (276,500)  $ (3,218,595)
                                                           ============   ============  ============  ============   ============

Deficit accumulated prior to development stage                                                                       $ (2,231,519)
Deficit accumulated during the development stage                                                                         (987,076)
                                                                                                                     ------------

Accumulated deficit                                                                                                  $ (3,218,595)
                                                                                                                     ============
</TABLE>

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

                                       5

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                               FROM INCEPTION
                                                                                                   OF THE
                                                                                                 DEVELOPMENT
                                                              FOR THE NINE MONTHS ENDED            STAGE ON
                                                                     SEPTEMBER 30,             JANUARY 1, 2004
                                                             --------------------------            THROUGH
                                                                2004            2003          SEPTEMBER 30, 2004
                                                             ---------        ---------       -----------------
<S>                                                          <C>              <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                                  $(987,076)       $(718,062)           $(987,076)
   Adjustments to reconcile net loss to net cash
    provided (used) in operating activities:
     Common stock issued for services                          437,500          185,550              437,500
     Amortization of deferred fees                             279,500               --              279,500
   Changes in operating assets and liabilities:
     (Increase) in interest receivable - related party          (6,337)              --               (6,337)
     (Increase) in accounts receivable                              --         (595,742)                  --
     Increase in accounts payable - related party                  750               --                  750
     Increase (decrease) in accounts payable                    17,516          564,946               17,516
     Increase in accrued expenses                               17,685            6,258               17,685
     Increase in accrued expenses - related party               20,922          551,160               20,922
                                                             ---------        ---------            ---------

       Net Cash Provided (Used) in Operating

         Activities                                           (219,540)          (5,890)            (219,540)
                                                             ---------        ---------            ---------

CASH FLOWS FROM INVESTING ACTIVITIES
     Increase in investments                                  (117,500)              --             (117,500)
                                                             ---------        ---------            ---------

       Net Cash Used in Investing Activities                  (117,500)              --             (117,500)
                                                             ---------        ---------            ---------

CASH FLOWS FROM FINANCING ACTIVITIES
     Cash overdraft                                                152               --                  152
     Stock issued for cash                                      50,000            7,000               50,000
     Increase in notes payable                                 190,500           40,000              190,500
     Payments on notes payable                                 (20,000)              --              (20,000)
     Increase in notes payable - related party                  56,500            1,000               56,500
     Payments on notes payable - related party                 (13,600)              --              (13,600)
     Increase in convertible debenture                         200,000               --              200,000
     Increase in notes receivable - related party             (126,526)              --             (126,526)
                                                             ---------        ---------            ---------

       Net Cash Provided by Financing Activities               337,026           48,000              337,026
                                                             ---------        ---------            ---------

NET INCREASE (DECREASE) IN CASH                                    (14)          42,110                  (14)

CASH, BEGINNING OF PERIOD                                           14               31                   14
                                                             ---------        ---------            ---------

CASH, END OF PERIOD                                          $      --        $  42,141            $      --
                                                             =========        =========            =========
</TABLE>

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

                                       6

<PAGE>

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


<TABLE>
<CAPTION>
                                                                                               FROM INCEPTION
                                                                                                   OF THE
                                                                                                 DEVELOPMENT
                                                              FOR THE NINE MONTHS ENDED            STAGE ON
                                                                     SEPTEMBER 30,             JANUARY 1, 2004
                                                             --------------------------            THROUGH
                                                                2004            2003          SEPTEMBER 30, 2004
                                                             ---------        ---------       -----------------
<S>                                                          <C>              <C>                  <C>
SUPPLEMENTAL CASH FLOW INFORMATION

Cash Payments For:
   Income taxes                                               $     --         $     --           $     --
   Interest                                                   $ 11,370         $     --           $ 11,370

Non-Cash Financing Activities
   Common stock issued for deferred fees                      $264,000         $728,000           $264,000
   Common stock issued for services                           $437,500         $185,550           $437,500
   Common stock issued to convert debt to
     related parties                                          $     --         $545,788           $     --

</TABLE>

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

                                       7

<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                    September 30, 2004 and December 31, 2003


NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

      The accompanying  unaudited  consolidated  financial  statements have been
      prepared  by the  Company  pursuant  to the rules and  regulations  of the
      Securities  and  Exchange  Commission.  Certain  information  and footnote
      disclosures   normally  included  in  financial   statements  prepared  in
      accordance with  accounting  principles  generally  accepted in the United
      States of America have been or omitted in  accordance  with such rules and
      regulations.   The  information  furnished  in  the  interim  consolidated
      financial statements include normal recurring adjustments and reflects all
      adjustments, which, in the opinion of management, are necessary for a fair
      presentation of such financial  statements.  Although  management believes
      the  disclosures  and  information  presented  are  adequate  to make  the
      information   not   misleading,   it  is  suggested   that  these  interim
      consolidated   financial  statements  be  read  in  conjunction  with  the
      Company's  most recent  audited  financial  statements  and notes  thereto
      included in its December 31, 2003 Annual Report on Form 10-KSB.  Operating
      results for the nine months ended  September 30, 2004 are not  necessarily
      indicative  of the  results  that  may be  expected  for the  year  ending
      December 31, 2004.

NOTE 2 - RECLASSIFICATIONS

      Certain  reclassifications  have  been  made  to the  September  30,  2004
      financial statements to conform to the current quarter's presentation.

NOTE 3 - 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.  However,
      the Company does not have cash or other material assets,  nor does it have
      an  established  source of  revenues to cover its  operating  costs and to
      allow  it to  continue  as a going  concern.  The  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.

NOTE 4 - MATERIAL EVENTS

      STOCK ISSUANCES

      On February 16, 2004,  the Company issued 50,000 share of common stock for
      $50,000  cash.  This stock  issuance is part of the private  placement  to
      issue up to 50,000 units.  Each unit consists of one share of common stock
      and three  warrants to purchase three  additional  shares of common stock.
      Each warrant has an exercise price of $0.10 per share.

      On February 16, 2004,  the Company issued 30,000 shares for deferred legal
      fees at $0.80 per share.


                                       8
<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                    September 30, 2004 and December 31, 2003


NOTE 4 - MATERIAL EVENTS (Continued)

      STOCK ISSUANCES (CONTINUED)

      During the six months  ended June 30,  2004,  the Company  issued  355,000
      shares of common  stock and paid out $52,500 in exchange for 575 class "A"
      common shares and 1,500 common shares in Tri-State Metro Territories, LLC,
      Inc. (TSMT) and notes  receivable with principal  balances of $95,000 plus
      accrued interest.

      On May 18, 2004,  the Company  issued  600,000  shares of common stock for
      deferred legal fees at $0.40 per share.

      On June 1, 2004, the Company issued  1,200,000  shares of common stock for
      consulting services at $0.35 per share.

      On June 15, 2004,  the Company  issued  50,000  shares of common stock for
      defaulting on a note payable at $0.35 per share.

      NOTES RECEIVABLES

      During the nine months ended September 30, 2004, the Company lent $125,526
      to (TSMT) and purchased four notes  receivables  from TSMT by the issuance
      of  common  stock to three  unrelated  parties  for notes  receivables  of
      $125,526. All notes are unsecured and due on demand.  Interest rates range
      from prime + 1% to 10% per annum.

      INVESTMENT

      During the nine months ended September 30, 2004, the Company purchased 575
      Class  "A"  common  stock  and  1,500  common  shares  in  Tristate  Metro
      Territories,  LLC (TSMT).  The valuation of this  investment was $276,431.
      This investment is valued at the lower of cost or market and represents 8%
      of TSMT. A major shareholder of the Company is also the managing member of
      TSMT.

      NOTE PAYABLE - RELATED PARTY

      During the nine months ended  September 30, 2004, the Company  borrowed an
      additional $56,500 from a related party and repaid $13,600. The balance at
      September 30, 2004 was $206,000. This note is due on demand and unsecured.

      AGREEMENTS

      As of June 1, 2004, the Company issued a Secured Convertible  Debenture to
      an unrelated party in the principal  amount of $200,000,  of which $50,000
      has been paid to the Company.  Another  $150,000  was issued  during July,
      after the registration  statement  associated with the debenture was filed
      with the SEC. The convertible debenture


                                       9
<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                    September 30, 2004 and December 31, 2003


NOTE 4 - MATERIAL EVENTS (Continued)

      AGREEMENTS (CONTINUED)

      accrues  interest  at the rate of 5% per year  and is  convertible  at the
      holder's option. At the option of the Company, the entire principal amount
      and all  accrued  interest  can be either:  (i) paid three years after the
      convertible  debenture was issued,  or (ii)  converted  into shares of the
      Company's  common  stock at a price per share  that is equal to the lesser
      of: (i) $0.42 or (ii) an amount  equal to 80% of the average of the lowest
      daily  volume  weighted  average  price of the  common  stock for the five
      trading days immediately  preceding the conversion date. The debenture has
      a term of three years and is secured by all of the company's assets. As of
      September 30, 2004, the debenture had not been converted.  There was not a
      beneficial conversion expense associated with this debenture.

      On June 15, 2004,  the Company  entered into standby  equity  distribution
      agreement  with an  unrelated  party.  Whereby the Company may sell common
      stock for up to $10,000,000.  Each share of common stock sold will be sold
      at 98% of the lowest  volume  weighted  average  price of the common stock
      during the five consecutive trading days immediately  following the notice
      date.


                                       10
<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.


<PAGE>


      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 of our company as well as an
executive  officer and director,  is also the managing member in 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 acquired by us include
the exclusive  rights to develop the  franchise  chain of "HCX  Tri-State  Metro
Territories  LLC" in the District of Columbia  and Maryland  area as well as the
interest in the prototype HCX Salon located in Columbia,  Maryland. On March 18,
2004,  we entered into  privately  negotiated  exchange  agreements  to exchange
355,000 restricted shares of our common stock for 8% of membership  interests of
Tri-State. Although it is our intent to acquire all the assets of Tri-State, the
specific  terms and the  evaluations of the potential  transaction  have not yet
been finalized and the pending audited  financial  statements of Tri-State are a
requirement for completion of that transaction.  The transaction is also subject
to customary closing conditions, including but not limited to the receipt of all
definitive  documents,  valuations,  consents,  and  approvals.  There can be no
assurance as to whether or when the transaction will close.

THREE MONTHS ENDED  SEPTEMBER 30, 2004 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 2003

      For the three months  ended  September  30,  2004,  we did not produce any
revenue.

      The General and  Administrative  Operating  Expenses for the quarter ended
September 30, 2004 decreased  from $172,170 for the quarter ended  September 30,
2003 to $94,015 for the quarter ended  September 30, 2004.  Our total  operating
expenses  increased  from  $203,720 at  September  30, 2003 to $246,415  for the
quarter ended September 30, 2004.

      The net  loss for the  quarter  ended  September  30,  2004  was  $255,466
compared to net loss of $188,849 for the quarter ended September 30, 2003.


<PAGE>


      Total  current  assets were  $234,683  and total  assets were  $511,114 at
September 30, 2004. Our total current liabilities were $970,793.

LIQUIDITY AND CAPITAL RESOURCES

      We have historically incurred losses. For the three months ended September
30, 2004, we had a net loss of $255,466.  For the fiscal year ended December 31,
2003, we had a net loss of $1,088,420.

      On June 15, 2004, we entered into a Standby Equity Distribution  Agreement
with Cornell Capital Partners,  L.P. Pursuant to the Standby Equity Distribution
Agreement,  we may,  at our  discretion,  periodically  sell to Cornell  Capital
Partners shares of common stock for a total purchase price of up to $10,000,000.
For each share of common stock purchased  under the Standby Equity  Distribution
Agreement,  Cornell Capital  Partners will pay 98% of the lowest volume weighted
average  price of the common  stock  during the five  consecutive  trading  days
immediately  following the notice date. In addition,  Cornell  Capital  Partners
will retain 5% of each advance under the Standby Equity Distribution  Agreement.
For example,  assuming that the 98% of lowest volume  weighted  average price of
our common stock during the five consecutive trading days immediately  following
a notice  date is $.245,  if we request  an  advance in the amount of  $200,000,
Cornell Capital will be entitled to the following:

      o     $10,000, which represents the 5% commitment fee; and

      o     816,327 shares of our common stock,  which is calculated by dividing
            $200,000 by $.245.

      Cornell Capital Partners is restricted from owing in excess of 9.9% of our
outstanding  common stock. In the event that Cornell Capital  Partners is unable
to sell  shares of common  stock  that it  acquires  under  the  Standby  Equity
Distribution  Agreement  and its ownership  equals 9.9% of the our  outstanding,
then we will not be able to draw  down  money  under  the  Standby  Distribution
Agreement.  Cornell  Capital  Partners is a private  limited  partnership  whose
business  operations  are  conducted  through  its  general  partner,  Yorkville
Advisors,  LLC. In addition,  we engaged  Newbridge  Securities  Corporation,  a
registered  broker-dealer,  to advise us in connection  with the Standby  Equity
Distribution  Agreement.  For its  services,  Newbridge  Securities  Corporation
received 40,000 shares of our common stock.

      On June 15, 2004, we entered into a Securities  Purchase Agreement whereby
we issued $200,000 in convertible  debentures to Cornell Capital Partners,  L.P.
of which  $50,000 was  received by us on June 15, 2004 and $150,000 was received
by us on July 9, 2004.  The  debentures  bear interest at 5%, mature three years
from the date of issuance,  and are  convertible  into our common stock,  at the
holder's option,  at the lower of: (i) $.42; or (ii) eighty percent (80%) of the
lowest  volume  weighted  average  price of the  common  stock  for the five (5)
trading days  immediately  preceding the  conversion  date.  The issuance of the
convertible  debenture has resulted in the creation of a liability.  However, we
believe,  although we cannot provide guarantees,  that the convertible debenture
will be converted by Cornell Capital into shares of our common stock thereby not
impacting our cash position.  In the event that Cornell Capital does not convert
the  debenture to shares,  then we will be required to repay the  principal  and
interest on the debenture, which will have a negative impact on our liquidity.


<PAGE>


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

      o     whether we will be able to effectively  evaluate the overall quality
            and industry expertise of potential acquisition candidates;

      o     whether we will have the funds to provide seed capital and mezzanine
            financing  to  brick-and-mortar,   e-commerce  and  Internet-related
            companies; and

      o     whether we can  develop  and  implement  business  models  that will
            enable growth companies to develop.

We may not be able to effect any  acquisitions  of or investments in development
stage  companies  if we are unable to secure  sufficient  funds to  finance  our
proposed   acquisitions  costs.  We  expect  that  our  current  cash  and  cash
equivalents will allow us to continue our current  operation for six months.  If
we are unable to generate  additional  revenues or secure financings,  we may be
forced to cease or curtail operations.

      We  intend  for  our  management  team  to  identify  companies  that  are
positioned to succeed and to assist those companies with  financial,  managerial
and technical  support.  Over the next 12 months,  we intend to increase revenue
and gross profit margin by focusing and expanding  its  consulting  services and
seeking  acquisition  candidates.  It  is  management's  belief  that  potential
acquisition  targets can be better  identified and assessed for risk if we first
become involved with these candidates on a consulting capacity.  Our strategy is
to integrate  affiliated  companies  into a network and to actively  develop the
business strategies, operations and management teams of the affiliated entities.
We have  recently  decided to engage in the  acquisition  phase of our  business
plan.  To that end,  we  expanded  our  relationship  with HCX  Tri-State  Metro
Territories  and on  November  7, 2003  executed a Letter of Intent  pursuant to
which we will acquire substantially all of the assets of Tri State. Tri State is
in the business of selling  franchised  hair coloring salon units under the name
of "HCX the haircolorxperts".


NINE MONTH PERIOD ENDED SEPTEMBER 30, 2004 COMPARED TO SEPTEMBER 30, 2003


      The Operating  Expenses for the nine month period  September 30, 2004
increased  from $756,183 for the nine month period
ended  September 30, 2003 to $949,969 for the nine month period ended September
30, 2004.   Our operating expenses increased from $184,845 for the nine month
period ended September 30, 2003 to $257,069 for the nine month period ended
September 30, 2004.

      Our total consulting revenue decreased by $3,420 from Septemeber 30, 2003
to 0 consulting revenue for the nine month period ended September 30, 2004.
Our operating loss increased from ($752,763) at September 30, 2003 to ($949,969)
at September 30, 2004. Our Net Loss per share remain at $.07 per share for the
nine month periods ended September 30, 2003 and September 30, 2004.

      We do not foresee any  significant  changes in the number of our employees
over the next twelve months except in the event we finalize our  acquisition  of
the assets of Tri-State or complete any other  acquisitions  which would require
us to hire additional employees related to that business.

      We have not paid dividends on our common stock, and intend to reinvest our
earnings to support our working capital and expansion requirements. We intend to
continue  to utilize  our  earnings  in the  development  and  expansion  of the
business and do not expect to pay cash dividends in the foreseeable  future.  It
is the belief of management  that as we move toward an active trading status the
ability  to raise  capital by stock  issuance  to effect  our  business  plan is
enhanced.

      We do not  expect  to sell any  manufacturing  facilities  or  significant
equipment  over the next twelve  months  except  within the demands of potential
acquisitions that we may pursue.


<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of  September  30,  2004,  the  Company  carried  out  an  evaluation  of the
effectiveness  of the  design  and  operation  of its  disclosure  controls  and
procedures  pursuant to Exchange Act Rule 13a-14. This evaluation was done under
the  supervision  and with the  participation  of the  Company`s  President  and
Principal Financial Officer.  Based upon that evaluation,  he concluded that the
Company`s  disclosure  controls  and  procedures  are  effective  in  gathering,
analyzing and disclosing  information needed to satisfy the Company`s disclosure
obligations under the Exchange Act.

CHANGES IN INTERNAL CONTROLS

There were no significant changes in the Company`s internal controls or in other
factors that could  significantly  affect those  controls  since the most recent
evaluation of such controls.


<PAGE>


PART 2 - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Other than the information  stated below,  SyndicationNet  is not a party to any
litigation  and  management  has no  knowledge  of  any  threatened  or  pending
litigation against it.

On November 26, 2001, Barry Pope ("Pope"),  individually and as a shareholder of
Worldwide Forest Products,  Inc. ("Worldwide") commenced an action against Brian
Sorrentino,  Dale Hill, Worldwide Forest Products, Inc., Kemper Pressure Treated
Forest Products, Inc., Life2k.com, Inc., Algonquin Acquisition Corp., Generation
Acquisition Corp.,  SyndicationNet.com,  Inc., Castle Securities Corporation and
John Does 1-5,  in the Circuit  Court of Madison  County,  Mississippi.  In such
action, Pope claims that stock he owned and commissions owed to him by Worldwide
should have been converted into shares of the common stock of our company.


<PAGE>


      Worldwide  was a  corporation  organized  under  the laws of the  State of
Mississippi  that operated as a wood treatment  company that worked  exclusively
with creosite,  a wood treatment chemical,  for utility wood poles and products.
In 1997 the  corporate  charter of  Worldwide  expired and  Worldwide  no longer
conducts operations. Brian Sorrentino, an officer and director and a shareholder
of our  company,  was the  chairman of the board,  chief  financial  officer and
majority  shareholder  of Kemper and was also the  chairman of the board,  chief
financial  officer and  beneficial  majority  shareholder  of  Worldwide  Forest
Products,  Inc. In 1996,  Pope  entered  into a consent  order  settlement  with
Worldwide  arising from claims  brought by Pope against the former  President of
Worldwide,  David Wise, and Worldwide.  Pursuant to such settlement, on November
8, 1996,  Pope  received  30,000  shares of Worldwide  common stock and received
warrants,  exercisable  at $1.00  per  share,  to  purchase  200,000  shares  of
Worldwide common stock.

      Worldwide  never  completed an initial public  offering and, as such, Pope
alleges  losses  equal  to the  value  of his  Worldwide  shares  had  Worldwide
completed a public  offering,  had such shares  traded at a minimum of $5.00 per
share  and had Pope been  able to sell his  securities  equal to or in excess of
$5.00. Pope further alleges that certain  defendants  guaranteed the obligations
of Worldwide in the amount of $2,060,000  and alleges that all  shareholders  of
Worldwide  were  provided  an  opportunity  by  Worldwide  to convert  shares of
Worldwide common stock into shares of common stock of our company.

      Finally,  Pope alleges that Brian Sorrentino orally guaranteed  payment to
Pope in the amount of $200,000  representing  commissions  to be paid to Pope if
and when Pope  provided a  $2,000,000  loan for  Worldwide  which loan was never
effected.  Pope is seeking  compensatory and punitive damages in an amount to be
determined at trial,  plus an award of  reasonable  costs,  attorneys'  fees and
expenses,  pre-judgement and  post-judgement  interest,  and any other relief to
which Pope may be entitled.

      On May 2, 2002, the Circuit Court of Madison County, Mississippi,  granted
the plaintiff's  counsel motion to withdraw as counsel for the plaintiff.  As of
March 2004, we continue to pursue discovery  proceedings with plaintiff's  newly
engaged  counsel.  We believe  that  Pope's  claim is without  merit and we have
engaged counsel to vigorously defend against the action.

      In 2004, Cassidy and Associates, PA, our former counsel, filed a statement
of claim  against us with the  American  Arbitration  Association.  The claimant
claims breach of contract and is seeking damages in the amount of $35,000.


<PAGE>

ITEM 2. CHANGES IN SECURITIES

We have not issued securities for the period ended June 30, 2004.

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

Subsequent Event:

In November 2004, we received confirmation from the SEC that our Registration
Statement on Form SB-2, in connection with our financing from Cornell Capital,
was declared effective.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8K

(a)   Exhibits

            31.1  Section 302 Certification

            32.1  Section 906 Certification

(b)   Reports on Form 8-K

      None


<PAGE>


                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                      SYNDICATIONNET.COM, INC.

                      By: /s/ Brian Sorrentino
                          ---------------------------------------------------
                          Chief Executive Officer, (Principal Executive Officer)

                          Dated: November 12, 2004


                      By: /s/ Mrutyunjaya Chittavajhula
                          ---------------------------------------------------
                          Chief Financial Officer (Principal Accounting Officer)

                          Dated: November 12, 2004