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
                                 March 31, 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.)

                               The Hartke Building
                               7637 Leesburg Pike
                          Falls Church, Virginia 22043
               (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 March 31, 2004

Common Stock,  $0.0001          12,510,088 shares

<PAGE>

PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


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

                        CONSOLIDATED FINANCIAL STATEMENTS

                      March 31, 2004 and December 31, 2003

<PAGE>

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


                                     ASSETS


                                                March 31,        December 31,
                                                  2004               2003
                                              -------------     -------------
                                              (Unaudited)

CURRENT ASSETS

   Cash                                       $  36,744          $      14
   Notes receivable - related party             117,100                 --
   Interest receivable - related party            6,957                 --
                                               --------           --------

     Total Current Assets                       160,801                 14
                                               --------           --------

OTHER ASSETS

   Investment (Note 4)                          211,431                 --
                                               --------           --------

     Total Other Assets                         211,431                 --
                                               --------           --------

     TOTAL ASSETS                              $372,232           $     14
                                               ========           ========


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)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>

CURRENT LIABILITIES

<S>                                                            <C>              <C>
   Accounts payable                                            $   303,012      $   307,008
   Note payable - related party                                    109,000          113,100
   Interest payable - related party                                 36,226           32,965
   Note payable                                                    145,000           30,000
   Interest payable                                                  7,768            5,295
   Accrued directors fees                                           20,000           12,000
                                                               -----------      -----------

     Total Current Liabilities                                     621,006          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, 12,510,088 and 12,075,088 shares issued and
    outstanding, respectively                                        1,251            1,207
   Additional paid-in capital                                    2,356,665        2,021,958
   Deferred fees                                                  (249,500)        (292,000)
   Deficit accumulated prior to the development stage           (2,231,519)      (2,231,519)
   Deficit accumulated during the development stage               (125,671)              --
                                                               -----------      -----------

     Total Stockholders' Equity (Deficit)                         (248,774)        (500,354)
                                                               -----------      -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
       (DEFICIT)                                               $   372,232      $        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      Stage on
                                                    March 31,           January 1, 2004
                                           --------------------------      Through
                                             2004           2003        March 31, 2004
                                           ---------      ---------    ----------------


<S>                                        <C>            <C>            <C>
   CONSULTING REVENUE                      $      --      $   1,750      $      --
                                           ---------      ---------      ---------

   OPERATING EXPENSES

   General and administrative                120,048        541,718        120,048
                                           ---------      ---------      ---------

     Total Operating Expenses                120,048        541,718        120,048
                                           ---------      ---------      ---------

OPERATING LOSS                              (120,048)      (539,968)      (120,048)
                                           ---------      ---------      ---------

OTHER INCOME (EXPENSE)

   Interest income                               138             --            138
   Interest expense                           (5,761)        (3,270)        (5,761)
                                           ---------      ---------      ---------

     Total Other Expenses                     (5,623)        (3,270)        (5,623)
                                           ---------      ---------      ---------

LOSS BEFORE INCOME TAXES AND
  DISCONTINUED OPERATIONS                   (125,671)      (543,238)      (125,671)
                                           ---------      ---------      ---------

   Income tax expense                             --             --             --
                                           ---------      ---------      ---------

LOSS BEFORE DISCONTINUED
  OPERATIONS                                (125,671)      (543,238)      (125,671)
                                           ---------      ---------      ---------

   Income from discontinued operations            --         13,488             --
                                           ---------      ---------      ---------

     Total Income from Discontinued
       Operations                                 --         13,488             --
                                           ---------      ---------      ---------

NET LOSS                                   $(125,671)     $(529,750)     $(125,671)
                                           =========      =========      =========
</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 Statements of Operations (Continued)
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                 From Inception
                                                                                     of the
                                                                                   Development
                                              For the Three Months Ended            Stage on
                                                      March 31,                  January 1, 2004
                                           ----------------------------------        Through
                                                2004                2003           March 31, 2004
                                           --------------      --------------    -----------------


BASIC LOSS PER SHARE

<S>                                        <C>                 <C>
   Loss before discontinued operations     $        (0.01)     $        (0.05)
   Income from discontinued operations               0.00                0.00
                                           --------------      --------------

     Total Loss Per Share                  $        (0.01)     $        (0.05)
                                           ==============      ==============

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                           12,192,121          10,797,757
                                           ==============      ==============
</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 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, 2002                                10,795,750    $     1,079    $   805,748    $        --    $(1,143,099)

Common stock issued for services at $1.00 per share           50,000              5         49,995        (50,000)            --

Common stock issued for services at $1.00 per share          250,000             25        249,975             --             --

Common stock issued for cash at $0.10 per share to
  related parties                                             70,000              7          6,993             --             --

Common stock issued for debt and services at $1.00
  per share to a related party                               571,338             57        571,281             --             --

Common stock issued for services at $1.00 per share
  to related parties                                         108,000             11        107,989             --             --

Common stock issued for services at $1.00 per share
  to related parties                                          70,000              7         69,993             --             --

Common stock issued for services at $1.00 per share          410,000             41        409,959       (242,000)            --

Common stock canceled for services  at $1.00 per share      (250,000)           (25)      (249,975)            --             --

Net loss for the year ended December 31, 2003                     --             --             --             --     (1,088,420)
                                                         -----------    -----------    -----------    -----------    -----------

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 $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             --             --

Amortization of deferred fees (unaudited)                         --             --             --         66,500             --

Net loss for the three months ended March 31, 2004
  (unaudited)                                                     --             --             --             --       (125,671)
                                                         -----------    -----------    -----------    -----------    -----------

Balance, March 31, 2004 (unaudited)                       12,510,088    $     1,251    $ 2,356,665    $  (249,500)   $(2,357,190)
                                                         ===========    ===========    ===========    ===========    ===========
</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
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                        From Inception
                                                                                            of the
                                                                                          Development
                                                         For the Three Months Ended        Stage on
                                                                 March 31,              January 1, 2004
                                                         --------------------------         Through
                                                             2004           2003         March 31, 2004
                                                         ------------   ------------   -----------------

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                      <C>            <C>            <C>
   Net Loss                                              $  (125,671)   $  (529,750)   $  (125,671)
   Adjustments to reconcile net loss to net cash
    provided (used) in operating activities:
     Amortization of deferred fees                            66,500             --         66,500
   Changes in operating assets and liabilities:
     (Increase) in interest receivable - related party          (137)            --           (137)
     (Increase) in accounts receivable                            --       (535,438)            --
     Increase (decrease) in accounts payable                  (3,996)     1,061,918         (3,996)
     Increase in accrued expenses                              2,473          3,351          2,473
     Increase in accrued expenses - related party             11,261             --         11,261
                                                         -----------    -----------    -----------

       Net Cash Provided (Used) in Operating
         Activities                                          (49,570)            81        (49,570)
                                                         -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES

     Increase in investments                                 (52,500)            --        (52,500)
                                                         -----------    -----------    -----------

       Net Cash Used in Investing Activities                 (52,500)            --        (52,500)
                                                         -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES

     Stock issued for cash                                    50,000             --         50,000
     Increase in notes payable                               115,000             --        115,000
     Payments on notes payable                               (13,600)            --        (13,600)
     Increase in notes payable - related party                 9,500             --          9,500
     Increase in notes receivable - related party            (22,100)            --        (22,100)
                                                         -----------    -----------    -----------

       Net Cash Provided by Financing Activities             138,800             --        138,800
                                                         -----------    -----------    -----------

NET INCREASE IN CASH                                          36,730             81         36,730

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

CASH, END OF PERIOD                                      $    36,744    $       112    $    36,744
                                                         ===========    ===========    ===========
</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)
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                          From Inception
                                                                              of the
                                                                            Development
                                           For the Three Months Ended        Stage on
                                                     March 31,           January 1, 2004
                                           ---------------------------        Through
                                              2004          2003          March 31, 2004
                                           ----------    ----------     -----------------

SUPPLEMENTAL CASH FLOW INFORMATION

Cash Payments For:

<S>                                        <C>           <C>
   Income taxes                            $     --      $     --
   Interest                                $     --      $     --

Non-Cash Financing Activities

   Common stock issued for assets          $260,751      $     --
   Common stock issued for deferred fees   $ 24,000      $ 50,000

</TABLE>

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

                                       8
<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 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 generally  accepted  accounting  principles  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 three  months ended March 31, 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 March 31, 2003 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  approved  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.

                                       9
<PAGE>

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

NOTE 4 - MATERIAL EVENTS (Continued)

      Stock Issuances (Continued)

      During the quarter ended March 31, 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.

      Notes Receivables

      During the quarter ended March 31, 2004,  the Company lent $22,100 to TSMT
      and purchase three notes  receivables  from TSMT by the issuance of common
      stock to three  unrelated  parties for notes  receivables of $95,000.  All
      notes are unsecured and due on demand.  Interest  rates range from prime +
      1% to 10% per annum.

      Investment

      During the quarter ended March 31, 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 $211,431. 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  quarter  ended  march  31,  2004,  the  Company  borrowed  an
      additional $9,500 from a related party and repaid $13,600.  The balance at
      March 31, 2004 was $109,000. This note is due on demand and unsecured.

      Note Payable

      During the quarter  ended March 31, 2004,  the Company  borrowed  $115,000
      from two individuals. The notes are due on demand and unsecured.

                                       10
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The  following  discussion  is intended to provide an analysis of the  Company's
financial condition and plan of operation and should be read in conjunction with
the Company's financial  statements and its related notes. The matters discussed
in this section that are not  historical  or current  facts deal with  potential
future circumstances and developments.  Such forward-looking statements include,
but are not limited  to, the  development  plans for the growth of the  Company,
trends in the  results of the  Company's  development,  anticipated  development
plans, operating expenses and the Company's anticipated capital requirements and
capital resources. The Company's actual results could differ materially from the
results discussed in the forward-looking statements.

Although  the  Company   believes  that  the   expectations   reflected  in  the
forward-looking  statements and the assumptions  upon which the  forward-looking
statements are based are reasonable,  these expectations and assumptions may not
prove to be correct.

SyndicationNet.com,  Inc., a Delaware corporation (the "Company"), was 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.  The Company's 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 the Company's  board of directors to develop and exploit all
business opportunities to increase efficiencies between companies with which the
Company may invest in or consult. For example, if the Company is consulting with
a marketing  company,  the Company may utilize that marketing company to provide
services for other  companies  with which the Company  consults with or invests.
The Company may acquire companies to be held as wholly owned subsidiaries of the
Company.

The Company currently has one wholly owned  subsidiary,  Kemper Pressure Treated
Forest  Products,  Inc.  Kemper is engaged in the retail  brokerage  business of
preservative  treated lumber such as utility poles,  bridge pilings,  timber and
guardrail posts. Kemper has had one customer and this is Kemper`s only source of
income.

The Company as of September 1, 2003, has decided to wind down its wood brokerage
business  which  management  now  believes  provides  minimal  profits and which
business  has been  difficult  to expand.  The Company has changed its focus and
growth efforts  towards its  consulting  business  and/or the  acquisition of an
operating  development  company.  Currently,  the  Company is  negotiating  with
Tri-State Metro Territories, LLC, owned by a majority shareholder and consultant
to the Company,  to acquire the development  rights for certain  territories for
which the Company would have the right to develop several franchise locations of
HCX Salons  International  (formerly known as Hair Color Express),  a hair salon
franchise.

Letter Of Intent: Tri-State Metro Territories LLC.

On November 10, 2003, the Company 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 the Company,  is also a
10%  shareholder and managing  member in Tri State.  Additionally,  Robert Green
serves as a member of the Board of Director of Tri-State, is a 9% shareholder of
Tri-State and a less then 2% shareholder of the Company.  Mr. Mark Solomon,  who
serves as a member of our Board of  Directors  also serves as a Board  Member of
Tri-State and is a less than 2% shareholder of our Company.  Mr. Solomon is also
a 5% shareholder of Tri-State.  Dale Hill, is a greater than 10%  shareholder of
the Company and is also a less then 2% shareholder of Tri-State. Tri State is in
the business of selling  franchised  hair coloring salon units under the name of
"HCX the  haircolorxperts".  HCX, the parent  franchisor,  has currently sold 31
territories in 24 states  representing  2,738 franchises  committed to open over
the next 7 to 10 years.  The assets being negotiated by us include the exclusive
rights to develop the franchise chain of "HCX Tri-State Metro  Territories  LLC"
in the  District of Columbia  and  Maryland  area as well as the interest in the
prototype  HCX Salon located in Columbia  Maryland.  We believe that through the
acquisition of the development rights from Tri-State,  we have an opportunity to
sell between  seventy-five  and one hundred HCX units over an estimated seven to
ten years.  On March 18, 2004,  the Company  entered into  privately  negotiated
exchange  agreements to exchange 355,000  restricted  shares of its 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

<PAGE>

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.

Recent Events:

In the first quarter of 2004,  the Company  issued 355,000 shares and $52,500 in
exchange for 575 Class "A" common  shares of  Tri-State,  1,500 common shares of
Tri-State and notes  receivable with principal  balances of $95,000 plus accrued
interest.

In the first quarter of 2004, the Company  approved the offering of up to 50,000
units  which  consist  of one  share of the  Company's  common  stock  and three
warrants to  purchase  shares of our common  stock at $.10 per share.  As of the
date of this  filing,  we have sold 50,000  units.  On February  16,  2004,  the
Company  issued 30,000 shares of common stock Shares to one individual for legal
fees at $0.80 per share.

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

<PAGE>

The  Company  has  historically   incurred  losses  which  has  resulted  in  an
accumulated  deficit.  Although  funds  generated by operations  have  supported
certain ongoing  expenditures  including legal and accounting  fees,  additional
capital will be needed to affect  transactions  such as mergers or acquisitions,
if any. Such  additional  capital may need to be raised  through the issuance of
the  Company`s  debt or  equity or a  combination  of both.  Without  additional
capital, the Company may not be able to continue as a going concern.

Historically,  the  Company  has  generated  funds  through  its wood  brokerage
services  and from  consulting  fees for  services  as well as  raising  capital
through the sale of its securities in private transactions.

Over the next 12 months the  Company  intends to develop  revenue by focusing on
its consulting  services.  It is management`s belief that potential  acquisition
targets can be better  identified  and assessed for risk if the Company  becomes
involved with various companies on a consulting capacity.

The Company  intends for its  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 the Company intends to increase
revenue  and gross  profit  margin by  focusing  and  expanding  its  consulting
services.

The Company's board of directors believes that the financial  evaluations of the
Company would be enhanced as a result of having  diversified  companies owned by
the  Company.  The  Company  anticipates  that  its  role  as  a  consultant  to
development  stage  companies  may  provide the  opportunity  for the Company to
invest in such development stage companies, however, the Company`s services as a
consultant  will not be  conditioned on the Company being allowed to invest in a
company.

The Company will attempt to enter into  consulting  agreements  over the next 12
months that will increase consulting fees as well as open dialog for acquisition
considerations.  The Company has no current  plans,  proposal,  arrangements  or
understandings with any representatives of the owners of any business or company
regarding an  acquisition  or merger  transaction  other than as stated above in
connection with Tri-State Metro Territories LLC.

<PAGE>

THREE MONTHS ENDED MARCH 31, 2004  COMPARED TO THREE MONTHS ENDED MARCH 31, 2003
FOR SYNDICATIONNET, INC.

For the three months ended March 31, 2004, SyndicationNet's revenue decreased by
$1,750  dollars  from $1,750 for the quarter  ended March 31, 2003 to $0 for the
quarter  ended March 31,  2004.  The  decrease is  primarily  attributed  to the
inactivity of  SyndicationNet's  consulting services.

The General and  Administrative  Operating  Expenses for the quarter ended March
31,  2004  decreased  from  541,718  for the  quarter  ended  March 31,  2003 to
$120,048.  The Company's  total  operating  expenses  decreases from $539,968 at
March 31, 2003 to $120,048 for the quarter ended March 31, 2004.

The net (loss) for the quarter ended March 31, 2004 was  ($125,671)  compared to
net loss of $529,750 for the year quarter ended March 31, 2003.

Total  current  assets at March 31,  2004 were  $160,801  and total  assets were
$372,232. The Company's total loss per share was $(0.01).

SyndicationNet  does not  foresee any  significant  changes in the number of its
employees  over the next  twelve  months  except in the event it  finalizes  its
acquisition of the assets of Tri-State or completes any other acquisitions which
would require the Company to hire additional employees related to that business.

The Company has not paid dividends on its common stock,  and intends to reinvest
its  earnings to support its working  capital and  expansion  requirements.  The
Company  intends to  continue to utilize its  earnings  in the  development  and
expansion  of the  business  and does not  expect to pay cash  dividends  in the
foreseeable future.

The Company does not expect to purchase or sell any manufacturing  facilities or
significant equipment over the next twelve months.

The  Company  does not  foresee  any  significant  changes  in the number of its
employees over the next twelve months.

Item 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Within the 90 days prior to the filing date of this report,  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 SyndicationNet.

<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, a shareholder of the 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 Syndication.

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.  SyndicationNet believes that Pope`s claim is without merit and
SyndicationNet has engaged counsel to vigorously defend against the action.

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.  SyndicationNet  believes  that  Pope's  claim  is  without  merit  and
SyndicationNet has engaged counsel to vigorously defend against the action.


ITEM 2. CHANGES IN SECURITIES

We believe that each transactions listed below were exempt from the registration
requirements  of the  Securities  Act of 1933 by virtue of Section 4(2) thereof,
Regulation D promulgated thereunder. All recipients had adequate access, through
their  relationships with us, to information about us. All of such shares bear a
restrictive legend.

On February  16,  2004,  the Company  issued  50,000  share of common  stock for
$50,000 cash. This stock issuance is part of the approved  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 to one  individual  for
deferred legal fees at $0.80 per share.

During the quarter ended March 31, 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. and notes
receivable with principal balances of $95,000 plus accrued interest.

<PAGE>


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 AND REPORTS ON FORM 8K

(a) Exhibits

            31.1 Section 302 Certification

            31.2 Section 302 Certification

            32.1 Section 906 Certification

(b) Reports on Form 8-K

Not Applicable

<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/ Wayne Hartke
                                   -------------------------------------
                                President, (Principal Executive Officer)
                                Dated:  May 24, 2004


                                By: /s/Cynthia White
                                   -------------------------------------
                                Chief Financial Officer (Principal
                                Accounting Officer)
                                Dated: May 24, 2004