UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-KSB

                                   (Mark One)

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

                  For the fiscal year ended December 31, 2003
                               -----------------
                                       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: 000-29701


                            SYNDICATION NET.COM, INC
              (Exact name of small business issuer 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)

                     Issuer's Telephone Number: 202-467-2788

Securities  registered  under  Section 12(g) of the Exchange Act:  Common Stock,
$.0001  par  value  per  share

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act 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  [ ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B not contained in this form, and no disclosure will be contained,
to  the  best  of  registrant's  knowledge,  in  definitive proxy or information
statements  incorporated  by  reference  in  Part III of this Form 10-KSB or any
amendment  to  this  Form  10-KSB.  [X]

State  issuer's  revenues  for  its  most  recent  fiscal  year.   $5,809,786.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days (On April 13, 2004 the closing  price of
our common stock was $.40 per share): $1,018,663.20.

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

     Class                                 Outstanding  at December 31, 2003
     -----                                 ------------------------------------
     Common  Stock,  par value $0.0001      12,075,088

Documents  incorporated  by  reference:    None

<PAGE>

                               INTRODUCTORY NOTE

      Certain  statements in this Report on Form 10-KSB (the "Report") under the
caption "Management's  Discussion and Analysis Plan of Operations" and elsewhere
constitute  "forward-looking  statements"  within  the  meaning  of the  Private
Securities  Litigation  Reform  Act  of  1995,  including,  without  limitation,
statements  regarding future cash requirements and the ability of the company to
raise capital. Such forward-looking  statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,  performance
or achievements of the Company, or industry results, to be materially  different
from any future results,  performance,  or achievements  expressed or implied by
such forward-looking  statements.  When used in the Report,  statements that are
not  statements  of  historical  facts  may  be  deemed  to  be  forward-looking
statements.  Without limiting the foregoing,  the words "anticipates",  "plans",
"intends",  "expects"  and similar  expressions  are  intended to identify  such
forward-looking  statements which speak only as of the date hereof.  The Company
undertakes  no  obligation  to publicly  release the results of any revisions to
these  forward-looking  statements  that  may  be  made  to  reflect  events  or
circumstances   after  the  date  hereof  or  to  reflect  the   occurrence   of
unanticipated events.

<PAGE>

                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS

BUSINESS

      SyndicationNet.com,  Inc., a Delaware  corporation,  is a holding  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
business,  e-commerce  businesses and traditional  brick-and-mortar  businesses.
SyndicationNet  has no  restrictions  or  limitations  in  terms  of the type of
industry that it intends to focus its  activities  on.  SyndicationNet  does not
want to limit  the  scope of its  potential  target  businesses.  In  evaluating
whether to act as a consultant  with a particular  company and whether to invest
in a specific  company,  SyndicationNet's  board of directors intends to apply a
general  analysis which would include,  but be not limited to, (i) an evaluation
of industry of a target company to determine the competition that exists in that
particular  industry;  (ii) an evaluation to determine if the target company has
the products, services and skills to successfully compete in its industry; (iii)
an evaluation of the target company's  management  skills and (iv) an evaluation
of  SyndicationNet's  equity position in a target company, if any, to review the
extent,  if any, that  SyndicationNet  will be able to exert  influence over the
direction and operations of the development stage company. As a condition to any
acquisition  or  development   agreement,   SyndicationNet  intends  to  require
representation  on the  company's  board of  directors  to ensure its ability to
provide active guidance to the company.  The board of directors has the ultimate
authority for any decision with regard to selecting  which  companies to consult
with and in which companies SyndicationNet might make an investment.

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

<PAGE>

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

      SyndicationNet   intends  to  accomplish   its  consulting  and  investing
activities by utilizing the combined and individual  experience of the following
individuals:  Mark Solomon will help accomplish  SyndicationNet's  activities by
utilizing his experience in business law and corporate compliance, Cynthia White
will help accomplish  SyndicationNet's activities by utilizing her experience in
accounting   and  fiscal  policy,   Wayne  Hartke  will  also  help   accomplish
SyndicationNet's  activities  by utilizing  his  experience  in business law, as
corporate counsel, in Federal communication licensing, satellite launch contract
negotiations, international crude oil purchases, development of coal properties,
acquisitions  and merger law and Internet  domain name  procurement,  and Howard
Siegal  will  help  accomplish  SyndicationNet's  activities  by  utilizing  his
experience in business law, tax law, and oil law.

      SyndicationNet   does  not  intend  to  identify  potential   acquisition,
investment and  consulting  activities  through the use of paid  advertisements,
phone  solicitation  or email  solicitation,  but intends to become aware of and
identify potential acquisition, investment and consulting activities through the
business  contacts  and  networking  of  Wayne  Hartke,   Mark  Solomon,   Brian
Sorrentino, Cynthia White, and Howard Siegel.

      SyndicationNet  has  entered  into  a  consulting  agreement  with  Source
Management whose principal,  Brian Sorrentino,  is a significant  shareholder of
SyndicationNet.  Source  Management  is to oversee  the  general  activities  of
SyndicationNet on a day to day basis,  develop and execute  SyndicationNet's and
Kemper's business plan, assist with general contract and business  negotiations,
project  management,  assist  in the  preparation  of  audits  and  registration
statements,  and to assist  SyndicationNet with the listing of its securities on
the OTC Bulletin Board.

      Although funds  generated by operations and sales of equity 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
SyndicationNet's  debt or equity or a combination  of both.  Without  additional
capital,  SyndicationNet  may not be able to continue as a going concern.  As of
the filing of this Report,  SyndicationNet  believes it has enough cash on hand,
assuming continuation of its current operations,  to operate for the next twelve
months  assuming it does not make any  acquisitions or investments or affect any
transactions.

WINDING DOWN OF THE BUSINESS OF SYNDICATIONNET'S SUBSIDIARY, KEMPER

      SyndicationNet currently has one wholly-owned subsidiary,  Kemper Pressure
Treated Forest Products,  Inc..  Historically;  Kemper was engaged in the retail
brokerage business of preservative  treated lumber such as utility poles, bridge
pilings,  timber and guardrail  posts.  The Company as of September 1, 2003, had
decided  to wind down its wood  brokerage  business  which  management  believed
provided  minimal  profits in  comparison  to increased  liabilities  related to
recent EPA enhanced  regulation  related to chemical treatment of wood products.
The Company has  redirected its business focus and intends to direct its efforts
towards its consulting business and/or the acquisition of operating  development
companies as outlined within it's declared business objectives.

RECENT EVENTS:

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 11% 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.

SUBSEQUENT EVENTS:

In the first quarter of 2004,  the Company  issued 355,000 shares and $52,000 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 $110,000 plus accrued
interest.

In the first quarter of 2004, the Company approved the offering of up to 150,000
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.


BACKGROUND

SyndicationNet.com, Inc. previously effected two reorganizations.

      Kemper Pressure Treated Forest Products,  Inc. is an operating Mississippi
corporation  formed in 1987.  On August 16,  1999,  the  shareholders  of Kemper
Pressure  Treated  Forest  Products   exchanged  all  their  outstanding  stock,
16,200,000  shares,  on a one-for-one  basis for shares of stock of  Life2K.com,
Inc., a Delaware  corporation  which had been  incorporated in Delaware on March
24, 1999 as Algonquin  Acquisition  Corporation and which had no operations,  no
revenues and one shareholder,  TPG Capital Corporation.  On August 12, 1999, in+
anticipation of the share exchange with Kemper Pressure Treated Forest Products,
Inc., Algonquin Acquisition Corporation changed its name to Life2K.com,  Inc. As
a result of the share exchange,  Kemper Pressure Treated Forest  Products,  Inc.
became a wholly-owned subsidiary of Life2K.com, Inc.

      On October 13, 2000, the  shareholders of Life2K.com,  Inc.  exchanged all
their  outstanding  stock for  shares  of  Generation  Acquisition  Corporation.
Generation Acquisition Corporation,  a Delaware corporation,  had filed with the
Securities

<PAGE>

and Exchange  Commission a  registration  statement on Form 10-SB,  had become a
reporting company under the Securities  Exchange Act of 1934, had no revenues or
operations and had one  shareholder.  At the time of the exchange,  the officers
and  directors  of  Life2K.com,  Inc.  became  the  officers  and  directors  of
Generation Acquisition Corporation. Simultaneously, Life2K.com, Inc. merged with
and  into   Generation   Acquisition   Corporation   and  changed  its  name  to
SyndicationNet.com, Inc.

      Kemper  Pressure  Treated Forest  Products,  Inc.  wanted to diversify its
operations and to become a  publicly-traded  company.  In order to diversify its
operations,  Kemper  determined to use Algonquin  Acquisition  Corporation  as a
Delaware  holding company,  of which Kemper would be a wholly-owned  subsidiary,
and which would make  acquisitions  of or engage in consulting  for companies in
other  industries.  Toward that end, Kemper combined with Algonquin,  which then
changed its name to Life2K.com, Inc. Algonquin Acquisition Corporation's purpose
in  combining  with  Kemper was to complete  its initial  purpose of locating an
operating  business  entity for the  combination  of that  target  company  with
Algonquin Acquisition Corporation.

      In   anticipation  of  registering  its  securities  for  public  trading,
Life2K.com,  Inc.  wanted to  familiarize  itself  with the  process  of being a
reporting  company  under the  Securities  and Exchange  Act of 1934,  and to be
exposed to its financial disciplines. Toward that end, Life2K.com, Inc. combined
with  Generation  Acquisition  Corporation,  which  then  changed  its  name  to
SyndicationNet.com,   Inc.  Generation  Acquisition   Corporation's  purpose  in
combining with Life2k.com,  Inc. was to complete its initial purpose of locating
an operating  business  entity for the  combination  of that target company with
Generation Acquisition Corporation.  SyndicationNet was pleased with the initial
transaction with Algonquin, controlled by TPG Capital, and so SyndicationNet was
comfortable  pursuing the additional  transaction  with  Generation  Acquisition
Corporation, also controlled by TPG Capital.

      At the time of the  transactions  described  above, the control persons of
Kemper  Pressure   Treated  Forest  Products  were  Dale  Hill,  who  controlled
approximately 66% of Kemper, and Brian Sorrentino,  who owned  approximately 34%
of Kemper. The controlling person of Algonquin  Acquisition  Corporation was its
sole  officer,  director  and  beneficial  shareholder,  James M.  Cassidy.  The
controlling  persons of Life2K.com,  Inc. were its directors Vance Hartke,  Mark
Griffith,  Cynthia White,  Mark Solomon,  Wayne Hartke and Howard Siegel and its
controlling shareholders Dale Hill and Brian Sorrentino.  The controlling person
of  Generation  Acquisition  Corporation  was its  sole  officer,  director  and
beneficial shareholder, James M. Cassidy.

      The terms of the transaction between Algonquin Acquisition Corporation and
Kemper Pressure Treated Forest Products and the transaction  between  Generation
Acquisition   Corporation   and  Life2K.com,   Inc.  were   negotiated   between
unaffiliated  parties with the  intention of making  SyndicationNet.com,  Inc. a
reporting   company  and  this  public   offering   of  its   securities.   Both
reorganizations  consisted of an exchange of stock.  While there was shareholder
approval,   there  were  no   fairness   opinions   issued  for  either  of  the
reorganizations.

THE MARKET

      SyndicationNet  believes  that the  effective  achievement  of its  public
status has provided access to the capital markets and the associated  investment
capital necessary to effect its declared  intention to engage in the acquisition
and merger elements of its business plan. As Internet-based network reliability,
speed and security continue to improve,  and as more businesses are connected to
the Internet,  traditional brick-and-mortar businesses are using the Internet to
conduct  e-commerce and to create new revenue  opportunities  by enhancing their
interactions  with new and  existing  customers.  Businesses  are also using the
Internet  to  increase   efficiency  in  their   operations   through   improved
communications, both internally and with suppliers and other business partners.

      SyndicationNet's  management  team believes that it can offer  development
stage companies strategic guidance regarding business model development,  market
positioning,  management  selection,  day-to-day  operational  support  and  the
introduction  to investors that start-up  companies  often need to fulfill their
business objectives by way of increased access to public equity markets.

MARKETING

      SyndicationNet,  primarily  through the marketing efforts of its executive
officers,  directors  and  consultants,  intends to locate B2B  Internet-related
companies and traditional  brick-and-mortar  businesses for which SyndicationNet
will act as a general  corporate  consultant  and intends to locate  development
stage  companies as acquisition  candidates.  SyndicationNet  does not intend to
concentrate its efforts on any particular industry.  SyndicationNet's management
team,  led by the son of recently  deceased  United States Senator Vance Hartke,
(former  President  of SYCI),  Wayne  Hartke and hopes to take  advantage of the
resources of its directors, specifically in the areas of accounting, e-commerce,
finance and politics,  to enable  SyndicationNet  to consult  with,  acquire and
integrate B2B e-commerce companies and traditional  brick-and-mortar businesses.
SyndicationNet  intends to actively explore  synergistic  opportunities  such as
cross marketing  efforts within the network of companies it will consult with or
acquire.

<PAGE>

STRATEGY  AND  OBJECTIVES

Investment  and  development  activities
-------------------------------------------

      SyndicationNet  believes  that it can add value to  development  stage B2B
e-commerce   Internet-related   companies  and  traditional   brick  and  mortar
businesses by providing  seed-capital and  SyndicationNet  may take advantage of
various potential  business  acquisition  opportunities  through the issuance of
SyndicationNet's securities.  SyndicationNet believes it can further assist them
in the following areas:

          -    to develop and implement  business  models that capitalize on the
               Internet's ability to provide solutions to traditional companies;

          -    to build a corporate  infrastructure including a management team,
               a  qualified   sales  and   marketing   department,   information
               technology, finance and business development;

          -    to assist  them in their  ability  to  manage  rapid  growth  and
               flexibility  to adopt to the changing  Internet  marketplace  and
               technology;

          -    to assist them in evaluating,  structuring and negotiating  joint
               ventures,  strategic  alliances,  joint marketing  agreements and
               other corporate transactions; and

          -    to advise them in matters related to corporate finance, financial
               reporting and accounting operations.

   SyndicationNet  believes  that its  management  team is qualified to identify
companies  that are  positioned  to  compete  successfully  in their  respective
industries.  SyndicationNet  intends to structure its acquisitions to permit the
acquired company's management and key personnel to retain an equity stake in the
company.   SyndicationNet   believes   that  it  has  the  ability  to  complete
acquisitions  and investments  quickly and efficiently.  SyndicationNet  intends
that after acquiring an interest in a development  company,  it will participate
in follow-on financing if needed.

     SyndicationNet  has no  proposed  activities  related  to the  offering  of
securities of any other company.

Agreement  with  HTRG  Consulting

On January 7, 2000 HTRG was retained by  SyndicationNet  to design,  develop and
implement  computer  software  programs  to automate  and  improve the  business
operations  of  SyndicationNet  and  Kemper.  HTRG was to analyze  the  business
operations of SyndicationNet and prepare written  recommendations and functional
design   software   to   automate   and   improve   those   operations.   HTRG's
responsibilities  also  included,  upon approval by  SyndicationNet,  the actual
development, testing, implementation and maintenance of the software programs in
accordance with the prototype  designs.  HTRG agreed to accept 100,000 shares of
SyndicationNet's  common  stock as  compensation  for any  software  design  and
development  services.  SyndicationNet  has focused its software  development on
accounting  programs  which  SyndicationNet  intends  to  use to  help  evaluate
prospect  acquisition  or merger  candidates as well as to institute  monitoring
programs  for those  companies.  SyndicationNet  also  expects  HTRG to  provide
computer  software programs that will provide  SyndicationNet  with spread sheet
analysis and pro forma  evaluations  on a project by project  basis of potential
target client companies and computer software programs that  SyndicationNet will
utilize in its acquisition program.

Resent  developments with the direction of the Company's  business focus has led
to the expansion of the contract  relationship  with HTRG and the Company.  HTRG
has a  real  estate  appraisal  division  that  specializes  in  commercial  and
residential real-estate. As such, on July 29th 2003, Thomas Gibbs an individual,
on behalf of HTRG Consulting,  L.L.C., a Maryland  corporation,  entered into an
expanded  contract  relationship  designed  to assist  SyndicationNet  with it's
real-estate needs.  SyndicationNet agreed to pay Thomas Gibbs the Consultant two
hundred and fifty thousand (250,000) fully paid and non-assessable common shares
of  SyndicationNet.com  stock,  to be  applied  against  costs  incurred  and/or
expenses paid by Mr. Gibbs on behalf of  SyndicationNet.  The primary consulting
services  to be  provided  by Mr.  Gibbs  shall be to assist  the  Company  with
analyzing various Real-Estate development projects.


Management  and  consulting  activities
---------------------------------------

   In  evaluating  whether to act as a  consultant  with a  particular  company,
SyndicationNet  intends to apply an analysis which includes,  but is not limited
to, the following factors:

   1.  Industry  evaluation to determine  inefficiencies  that may be alleviated
through Internet or e-commerce use and will evaluate the profit  potential,  the
size of the  market  opportunity  and  the  competition  that  exists  for  that
particular industry.

<PAGE>

   2. Target  company  evaluation  to  determine  if the target  company has the
products, services and skills to become successful in its industry.

   3.  Overall  quality  and  industry  expertise   evaluation  of  a  potential
acquisition  candidate in deciding  whether to acquire a target company.  If the
target company's  management skills are lacking, a determination will be made as
to whether a restructuring of its corporate  infrastructure  is feasible and, if
done so, whether it would be successful.

   4.  Evaluation of  SyndicationNet's  equity  position in a target company and
extent that  SyndicationNet  will be able to exert  influence over the direction
and operations of the development stage company.

   5. As a condition to any acquisition or development agreement, SyndicationNet
intends to require  representation on the company's board of directors to ensure
its ability to provide active guidance to the acquired company.

Relationship  between  SyndicationNet,  Tri-State  and  HCX
------------------------------------------------------------------------

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
greater than 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 is a greater than 5% shareholder of Tri-State and is a
less than 2%  shareholder  of our  Company..  Dale Hill,  is a greater  than 10%
shareholder of the Company and is also a less then 2% shareholder of Tri-State.

     With regard to the  relationships  between the negotiation and execution of
the consulting agreement between  SyndicationNet and investments in Tri-State by
Messrs.  Sorrentino,   Solomon  and  Green,  SyndicationNet  believes  that  its
consulting agreement was initially negotiated at an arms length transaction. Mr.
Green, an independent individual,  was the founder and original capital investor
in Tri-State and  negotiated the terms to hire  SyndicationNet  as a consultant.
Subsequently, Mr. Sorrentino, as an individual, was asked by Tri-State to act as
its development agent,  independent of its arrangement with SyndicationNet.  Mr.
Solomon, a director of SyndicationNet, later invested in Tri-State.

     The  relationship  between  Tri-  State and HCX is that of a  franchisor  /
franchisee. Tri-State has purchased from HCX contractual rights to develop

<PAGE>

franchised  hair coloring salon units in the  territories  of Maryland,  and the
District of Columbia.  As discussed further in this filing SyndicatioNet has now
moved into the acquisition phase with the HCX Tri-State Metro project.

Competition

   The  market to acquire  interests  in  development  stage  growth  companies,
Internet or  brick-and-mortar,  is highly competitive.  Many of SyndicationNet's
competitors may have more experience  identifying and acquiring equity interests
in  development  stage  companies  and  have  greater  financial,  research  and
management  resources  than  SyndicationNet.  In  addition,  SyndicationNet  may
encounter   substantial   competition   from  new  market   entrants.   Some  of
SyndicationNet's  current and future competitors may be significantly larger and
have greater name  recognition  than  SyndicationNet.  Many investment  oriented
entities have  significant  financial  resources which may be more attractive to
entrepreneurs of development stage companies than obtaining the SyndicationNet's
consulting, management skills and networking services. SyndicationNet may not be
able to compete effectively against such competitors in the future.

EMPLOYEES


     Other than the Company's  officers,  as of March 31st, 2004  SyndicationNet
and Kemper had no employees other than one consultant.  SyndicationNet's success
depends  to a large  extent  upon the  continued  services  of  SyndicationNet's
officers and directors. The loss of such personnel could have a material adverse
effect on SyndicationNet's business and its results of operations.



<PAGE>




                              GENERAL RISK FACTORS

SyndicationNet  will  need to  raise  additional  funds  in the  future  for its
operations and if it is unable to raise additional financing, SyndicationNet may
not be able to support its operations.

   SyndicationNet   will  need  additional  funds  to  develop  its  operations.
SyndicationNet may seek additional capital through

     an  offering  of  its  equity  securities,
     an  offering  of  debt  securities,  or
     by  obtaining  financing  through  a  bank  or  other  entity.

SyndicationNet has not established a limit as to the amount of debt it may incur
and  it has  not  adopted  a  ratio  of  its  equity  to a  debt  allowance.  If
SyndicationNet needs to obtain additional financing, the financing may not be





<PAGE>





available  from any  source,  or may not be  available  on terms  acceptable  to
SyndicationNet.  Any future  offering of securities  may not be  successful.  If
SyndicationNet is unable to obtain additional capital when needed SyndicationNet
may  not be able to  support  its  operations,  may  not be  able to  offer  its
consulting  services,  may  not be  able to  make  acquisitions  of  development
companies and may be forced to cease doing business.


SyndicationNet  may obtain additional  capital primarily through the issuance of
preferred stock which may limit the rights of current holders of  SyndicationNet
common stock.

   Without any  shareholder  vote or action,  SyndicationNet  may  designate and
issue additional shares of its preferred stock. The terms of any preferred stock
may include  priority  claims to assets and dividends and special  voting rights
which could limit the rights of current  shareholders of  SyndicationNet  common
stock.  The  designation  and issuance of preferred  stock  favorable to current
management or shareholders could make any possible takeover of SyndicationNet or
the removal of its management more  difficult.  It could defeat hostile bids for
control of  SyndicationNet  which bids might  have  provided  shareholders  with
premiums for their shares.


SyndicationNet  has a limited operating history and investors may not be able to
base an investment decision on SyndicationNet's operating history.

   SyndicationNet  has a limited  operating  history  upon which an investor may
evaluate  making an  investment  in  SyndicationNet.  At December 31, 2003,  the
Company had a net loss of $1,088,420  and its auditors  have raised  substantial
doubt about the Company's  ability to continue as a going concern.  Accordingly,
in reviewing the actual operating  results of  SyndicationNet,  an investor will
only be able to examine the operating results of  SyndicationNet's  wholly-owned
subsidiary in making an investment  decision.  While  SyndicationNet  intends to
acquire  businesses  in  exchange  for cash or the  issuance of  securities,  no
acquisitions   have  been   consummated  and  no  future   acquisitions  may  be
consummated.


Because SyndicationNet's  management team devotes a limited amount of their time
to  the  affairs  of  SyndicationNet,   SyndicationNet's  business  may  not  be
successful.

     SyndicationNet's   management   team  consists  of   individuals   who  are
concurrently  involved in other activities and careers and will be spending only
a limited amount of time on the affairs of  SyndicationNet.  SyndicationNet  may
not be able  to  successfully  implement  its  business  plan  or  continue  its
operations if its management team is unable to devote the time required.


SyndicationNet's  strategy may involve speculative investments which could cause
SyndicationNet  to lose some or all of its  invested  funds and could  cause the
price of SyndicationNet's stock to decline.

   SyndicationNet's  success  depends  on  its  ability  to  develop  or  select
companies  that will be  ultimately  successful.  There may be  factors  outside
SyndicationNet's  control  which  could  affect  the  success  of  the  acquired
companies.  SyndicationNet  intends to seek out companies in the early stages of
development with limited operating history,  little revenue and possible losses.
If SyndicationNet becomes affiliated with such entities and they do not succeed,
the value of SyndicationNet's  assets, its results of operations,  and the price
of SyndicationNet's common stock could decline.


As of December 31, 2003 there were 12,075,088 shares of  SyndicationNet's  total
outstanding  shares that are restricted  from  immediate  resale but may be sold
into the market in the near  future.  This could  cause the market  price of the
common stock to drop significantly, even if the business is doing well.

   There are  12,075,088  shares of common stock  outstanding as of December 31,
2003 of which 11,102,588 shares are restricted.



<PAGE>






An increase in the number of shares of SyndicationNet  available for public sale
without any increase to its  capitalization  could  decrease the market price of
its shares.

   An aggregate of 9,457,430 of the  outstanding  shares of  SyndicationNet  are
held by officers, directors,  affiliates and entities controlled by them and are
subject to the trading volume  limitations of Rule 144 including the shares held
by affiliates being registered in this registration statement.

Management and affiliates  own enough shares to control  shareholder  vote which
could limit the rights of existing or future shareholders.

   SyndicationNet's  executive  officers,  directors,  affiliates  and  entities
controlled by them own approximately 78.7% of the outstanding common stock. As a
result,  these executive officers and directors will control the vote on matters
that require stockholder  approval such as election of directors,  approval of a
corporate  merger,  increasing  or decreasing  the number of authorized  shares,
adopting   corporate   benefit   plans,   effecting  a  stock  split,   amending
SyndicationNet's  Certificate  of  Incorporation  or  other  material  corporate
actions.


SyndicationNet  does not have employment  agreements with any of its officers or
employees  and if  SyndicationNet  is  unable  to  retain  its  management  team
SyndicationNet's business operations may not be able to continue to operate.

   SyndicationNet's success in achieving its growth objectives is dependant to a
substantial  extent  upon  the  continuing  efforts  and  abilities  of its  key
management  personnel,  including the efforts of Wayne Hartke,  SyndicationNet's
President,  as well as other executive  officers and management.  SyndicationNet
does not have employment  agreements with any of its executive  officers and the
loss of their  services would deprive  SyndicationNet  of their needed legal and
business  contacts and experiences.  SyndicationNet  may not be able to maintain
and achieve its growth objectives should SyndicationNet lose any or all of these
individuals'  services.  SyndicationNet does not maintain key-man life insurance
for any of its officers.

If SyndicationNet is required to comply with the Investment  Company Act of 1940
then   SyndicationNet   will  incur  substantial   additional  expenses  and  if
SyndicationNet   does  not  comply  with  the   Investment   Company  Act,  then
SyndicationNet could be subject to liabilities.

   SyndicationNet's  ownership  interest in  companies  that it seeks to consult
with  and  acquire  could  result  in  SyndicationNet  being  classified  as  an
investment  company under the Investment  Company Act of 1940. If SyndicationNet
is required to register as an investment company, then it will incur substantial
additional expenses as the result of the Investment Company Act of 1940's record
keeping,  reporting,  voting,  proxy  disclosure  and other legal  requirements.
SyndicationNet  has obtained no formal  determination  from the  Securities  and
Exchange  Commission as to its status under the Investment  Company Act of 1940.
Any violation of the Investment Company Act of 1940 could subject SyndicationNet
to civil  or  criminal  liabilities.  In the  event  SyndicationNet  engages  in
business combinations which result in it holding passive investment interests in
a number of entities,  SyndicationNet  could be subject to regulation  under the
Investment  Company Act of 1940. Passive  investment  interests,  as used in the
Investment Company Act,  essentially means investments held by entities which do
not  provide  management  or  consulting  services  or are not  involved  in the
businesses  whose  securities are held. In such event,  SyndicationNet  would be
required  to register  as an  investment  company and could be expected to incur
significant  registration  and compliance  costs.  Restrictions  on transactions
between an investment  company and its affiliates  under the Investment  Company
Act of 1940 would make it difficult,  if not impossible,  for  SyndicationNet to
implement its business  strategy of actively  managing,  operating and promoting
collaboration  among  SyndicationNet's  to be  acquired  network  of  affiliated
entities.

<PAGE>

Penny  Stock  Regulation

Our common stock is a penny stock.  Penny stocks generally are equity securities
with a price of less than $5.00 per share other than  securities  registered  on
national  securities  exchanges or listed on the Nasdaq Stock  Market,  provided
that current price and volume  information  with respect to transactions in such
securities are provided by the exchange or system.  The penny stock rules impose
additional  sales  practice   requirements  on  broker-dealers   who  sell  such
securities to persons other than established  customers and accredited investors
(generally  those with assets in excess of $1,000,000 or annual income exceeding
$200,000,  or $300,000 together with their spouse).  For transactions covered by
these rules, the broker-dealer must make a special suitability determination for
the  purchase of such  securities  and have  received  the  purchaser's  written
consent  to  the  transaction  prior  to the  purchase.  Additionally,  for  any
transaction  involving  a penny  stock,  unless  exempt,  the rules  require the
delivery,  prior to the transaction,  of a disclosure schedule prescribed by the
SEC relating to the penny stock market. The broker-dealer also must disclose the
commissions payable to both the broker-dealer and the registered  representative
and current quotations for the securities.  Finally,  monthly statements must be
sent disclosing  recent price information on the limited market in penny stocks.
Because of these penny stock rules,  broker-dealers  may be  restricted in their
ability to sell SyndicationNet's common stock.



ITEM  2.  DESCRIPTION  OF  PROPERTY

Both SyndicationNet and its subsidiary,  Kemper, are headquartered in the Hartke
Building  located at 7637 Leesburg Pike,  Falls Church,  Virginia  22043.  Wayne
Hartke,  the president of  SyndicationNet  and the owner of the Hartke Building,
has granted  SyndicationNet  the use of office space in the Hartke Building on a
rent-free basis. SyndicationNet and Kemper project that such office space should
be sufficient for their anticipated needs for the foreseeable future.

   SyndicationNet's  telephone  number  is  202-467-2788  and its fax  number is
301-528-4238.

Transfer  Agent

   SyndicationNet's uses Pacific Stock Transfer as its transfer agent.

ITEM  3.  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.

     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  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     No  matter  was  submitted  to a vote  of  security  holders,  through  the
solicitation  of proxies or otherwise,  during the fourth  quarter of the fiscal
year covered by this report.






<PAGE>




                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     On  March  5,  2003,  the  Company's  common  stock  began  trading  on the
Over-the-Counter  Bulletin Board under the ticker symbol  "SYCI".  The following
table sets forth the range of high and low bid  quotations  of our common stock,
as reported on the OTC Bulletin  Board,  for the periods  indicated.  The prices
represent  inter-dealer  quotations,   which  do  not  include  retail  markups,
markdowns or commissions, and may not represent actual transactions.
                                  Common Stock
                                High Bid Low Bid
                         -----------      -----------
Second Quarter 2003       $1.15              $0.05
Third Quarter 2003        $0.05             $0.05
Fourth Quarter 2003       $2.45             $0.05

SECURITY  HOLDERS

     At  December  31,  2003 there  were  12,004,088  shares  our  common  stock
outstanding which were held by approximately 54 stockholders of record.

DIVIDEND  POLICY

         We have not paid  any  dividends  on our  common  stock,  and it is not
anticipated that any dividends will be paid in the foreseeable future. Our Board
of Directors intends to follow a policy of using retained  earnings,  if any, to
finance our growth.  The declaration and payment of dividends in the future will
be determined by our Board of Directors in light of  conditions  then  existing,
including our earnings,  if any, financial  condition,  capital requirements and
other factors.

Recent  Sales  of  Unregistered  Securities

     For the fourth  quarter of the year ended  December 31, 2003,  we issued an
aggregate of 1,172,338 shares of our common stock to nine individual,  including
our officers  and  directors,  as  consideration  for  services  rendered to the
Company.  Such shares are restricted and were all valued at $1.00 per share.  We
believe such issuance was exempt from  registration  pursuant to Section 4(2) of
the Securities Act of 1933.


ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

     The   following   discussion   is   intended  to  provide  an  analysis  of
SyndicationNet's financial condition and plan of operation and should be read in
conjunction with  SyndicationNet's  financial  statements and the notes thereto.
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  SyndicationNet,  trends  in the  results  of  SyndicationNet's  development,
anticipated   development  plans,   operating   expenses  and   SyndicationNet's
anticipated capital requirements and capital resources.  SyndicationNet's actual
results   could   differ   materially   from  the  results   discussed   in  the
forward-looking statements.




<PAGE>




     Although  SyndicationNet  believes that the  expectations  reflected in the
forward-looking  statements and the assumptions  upon which the  forward-looking
statements  are  based  are  reasonable,  it can  give no  assurance  that  such
expectations and assumptions will prove to be correct.


General

     SyndicationNet.com, Inc. is a holding 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.
SyndicationNet'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.

     SyndicationNet has historically  incurred losses. For the fiscal year ended
December 31, 2003, the Company had a net income (loss) of  $1,088,420.  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 SyndicationNet's debt or equity or
a combination of both.  Without  additional  capital,  SyndicationNet may not be
able to continue as a going concern.

     If  SyndicationNet  is only able to obtain  nominal  funding to finance its
acquisitions  and/or  investments,  Syndication will not be able to effectuate a
merger,  acquisition or investment until  SyndicationNet has sufficient funds to
do so which amount of funds needed will depend upon the type of transaction that
may or may not arise in the future.

     SyndicationNet's  future  revenues  and profits,  if any,  will depend upon
various factors,  including whether  SyndicationNet  will be able to effectively
evaluate  the overall  quality and industry  expertise of potential  acquisition
candidates,  whether  SyndicationNet will have the funds to provide seed capital
and mezzanine  financing to  brick-and-mortar,  e-commerce and  Internet-related
companies and whether  SyndicationNet  can develop and implement business models
that will enable growth companies to develop.  SyndicationNet may not be able to
effect any  acquisitions of or investments in development  stage companies if it
is unable to secure sufficient funds to finance its proposed acquisitions costs.


     SyndicationNet  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 SyndicationNet intends
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  SyndicationNet  first becomes involved with various  companies on a
consulting  capacity.  SyndicationNet'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.  SyndicationNet has
recently  decided to engage in the  acquisition  phase of its business  plan. To
that  end,  Syndication  expanded  its  relationship  with HCX  Tri-State  Metro
Territories  and on  November  7, 2003  executed a Letter of Intent  pursuant to
which  Syndication  would 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".


<PAGE>






FISCAL YEAR ENDED  DECEMBER 31, 2003 COMPARED TO FISCAL YEAR ENDED  DECEMBER 31,
2002

     For the year ended December 31, 2003, SyndicationNet's revenue decreased by
$3,146,720 to $5,809,786  from  $8,956,506 for the year ended December 31, 2002.
The decrease is  primarily  attributed  to the winding down of  SyndicationNet's
wholly owned subsidiary, Kemper Pressure Treated Forest Products, Inc.

     The General and  Administrative  Operating  Expenses  for the period  ended
December 31, 2003  increased by $178,954 to $215,492 from $36,538 for the period
ending December 31, 2002. The Company's total operating  expenses increases from
$37,448 at December 31, 2002 to  $1,222,830  for the fiscal year ended  December
31, 2003. These increase are primarily  attributed to the issuance of our common
stock as  consideration,  valued  at  $1.00  per  share,  related  to  exploring
acquisition candidates.

     The net income (loss) for the year ended  December 31, 2003 was  $1,088,420
compared  to net income of $21,306 for the year ended  December  31,  2002.  The
primary  reasons for the increase in the loss was due to the winding down of our
subsidiary's wood business.

     Total current assets at December 31, 2003 were $14.

     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.  It is the belief of  management  that as the Company moves
toward an active  trading  status the ability to raise capital by stock issuance
to effect its business plan is enhanced.

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



<PAGE>





OTHER:

Except for historical  information contained herein, the matters set forth above
are forward-looking statements that involve certain risks and uncertainties that
could  cause  actual  results  to  differ  from  those  in  the  forward-looking
statements.  Potential risks and uncertainties include such factors as the level
of  business  and  consumer  spending,  the  amount  of sales  of the  Company's
products, the competitive environment within the Company's industry, the ability
of the Company to continue to expand its operations, the level of costs incurred
in connection with the Company's expansion efforts,  economic conditions and the
financial  strength of the  Company's  customers  and  suppliers.  Investors are
directed to consider other risks and uncertainties  discussed in documents filed
by the Company with the Securities and Exchange Commission.

<PAGE>






                    SYNDICATION NET.COM, INC. AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003








<PAGE>

                                 C O N T E N T S


Independent Auditors' Report................................................ 3

Consolidated Balance Sheet.................................................. 4

Consolidated Statements of Operations....................................... 5

Consolidated Statements of Stockholders' Equity (Deficit)................... 6

Consolidated Statements of Cash Flows....................................... 7

Notes to the Consolidated Financial Statements.............................. 8


<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Syndication Net.com, Inc. and Subsidiary
Falls Church, Virginia

We have  audited the  accompanying  consolidated  balance  sheet of  Syndication
Net.com,   Inc.  and  Subsidiary  as  of  December  31,  2003  and  the  related
consolidated  statements of operations,  stockholders' equity (deficit) and cash
flows  for the years  ended  December  31,  2003 and  2002.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Syndication  Net.com,  Inc.  and  Subsidiary  as of  December  31,  2003 and the
consolidated  results  of their  operations  and their  cash flows for the years
ended  December  31,  2003 and 2002 in  conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As  discussed in Note 6 to the
consolidated  financial statements,  the Company has incurred significant losses
which have  resulted in an  accumulated  deficit and a deficit in  stockholders'
equity,  raising  substantial  doubt  about its  ability to  continue as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note 6. The  consolidated  financial  statements do not include any  adjustments
that might result from the outcome of this uncertainty.




HJ & Associates, LLC
Salt Lake City, Utah
April 12, 2004


<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                           Consolidated Balance Sheet

                                     ASSETS
                                     ------

                                                                 December 31,
                                                                     2003
                                                                 ------------

CURRENT ASSETS

  Cash                                                           $         14
  Accounts receivable, net (Note 1)                                         -
                                                                 ------------
   Total Current Assets                                                    14
                                                                 ------------

PROPERTY AND EQUIPMENT - NET (Note 2)                                       -
                                                                 ------------
   TOTAL ASSETS                                                  $         14
                                                                 ============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

CURRENT LIABILITIES

  Accounts payable                                               $    307,008
  Note payable - related party (Note 5)                               113,100
  Interest payable - related party (Note 5)                            32,965
  Note payable (Note 8)                                                30,000
  Interest payable                                                      5,295
  Accrued directors fees                                               12,000
                                                                 ------------
   Total Current Liabilities                                          500,368

COMMITMENTS AND CONTINGENCIES (Note 3)

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, 12,075,088 shares issued and outstanding                  1,207
  Additional paid-in capital                                        2,021,958
  Deferred fees                                                      (292,000)
  Accumulated deficit                                              (2,231,519)
                                                                 ------------

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

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          $         14
                                                                 ============

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

                                       4
<PAGE>


                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                      Consolidated Statements of Operations


                                                      For the Years Ended
                                                           December 31,
                                                   --------------------------
                                                       2003          2002
                                                   ------------  ------------

  CONSULTING REVENUE                               $      3,420  $     12,725
                                                   ------------  ------------

  OPERATING EXPENSES

  Depreciation                                                -           910
  Consulting fees                                     1,007,338             -
  General and administrative                            215,492        36,538
                                                   ------------  ------------
   Total Operating Expenses                           1,222,830        37,448
                                                   ------------  ------------
OPERATING INCOME                                     (1,219,410)      (24,723)
                                                   ------------  ------------
OTHER EXPENSES

  Interest expense                                       (4,000)      (12,789)
                                                   ------------  ------------
   Total Other Expenses                                  (4,000)      (12,789)
                                                   ------------  ------------
LOSS BEFORE INCOME TAXES AND DISCONTINUED
  OPERATIONS                                        (1,223,410)       (37,512)
                                                   ------------  ------------
  Income tax expense                                          -             -
                                                   ------------  ------------
LOSS BEFORE DISCONTINUED OPERATIONS                  (1,223,410)      (37,512)
                                                   ------------  ------------
INCOME FROM DISCONTINUED OPERATIONS (NOTE 9)

  Income from discontinued operations                   134,990        58,818
                                                   ------------  ------------
   Total Income from Discontinued Operations            134,990        58,818
                                                   ------------  ------------
NET INCOME (LOSS)                                  $ (1,088,420) $     21,306
                                                   ============  ============

BASIC INCOME (LOSS) PER SHARE

  Loss before discontinued operations              $      (0.10) $      (0.00)
  Income (loss) from discontinued operations               0.01          0.00
                                                   ------------  ------------
   Total Income (Loss) Per Share                   $      (0.09) $       0.00
                                                   ============  ============

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING                                        11,556,040    10,784,742
                                                   ============  ============

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

                                        5

<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
            Consolidated Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>
                                                          Common Stock           Additional
                                                ------------------------------     Paid-In         Deferred     Accumulated
                                                    Shares          Amount         Capital           Fees         Deficit
                                                ---------------  -------------  --------------  --------------  -------------

Balance, December 31, 2001                           10,781,750       $  1,078       $ 791,749           -      $(1,164,405)

<S>                                                  <C>                 <C>           <C>        <C>            <C>
Common stock issued for services
 at $1.00 per share                                      13,000              1          12,999           -                 -

Common stock issued for debt at
 $1.00 per share                                          1,000              -           1,000           -                 -

Net income for the year ended
 December 31, 2002                                            -              -               -           -            21,306
                                                ---------------  -------------  --------------  --------------  -------------
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)
                                                ===============  =============  ==============  ==============  =============
</TABLE>


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

                                        6
<PAGE>


                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows


                                                      For the Years Ended
                                                           December 31,
                                                   --------------------------
                                                       2003          2002
                                                   ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES

  Net Income (Loss)                                $ (1,088,420) $     21,306
  Adjustments to reconcile net income to net cash
   provided (used) in operating activities:
   Gain on release of debt                              (94,159)            -
   Depreciation                                               -           910
   Common stock issued for services                   1,161,338        13,000
  Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                 -       616,523
   (Decrease) in accounts payable                       (22,146)     (672,013)
   Increase in accrued expenses                          17,294        12,789
   Decrease in accrued expenses related party           (15,024)            -
                                                   ------------  ------------
     Net Cash Used in Operating Activities              (41,117)       (7,485)
                                                   ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES                          -        -
                                                   ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES

  Stock issued for cash to related parties                7,000             -
  Increase in notes payable                              40,000
  Payments on notes payable                             (10,000)            -
  Increase in notes payable - related party               4,100         4,000
                                                   ------------  ------------
     Net Cash Provided by Financing Activities           41,100         4,000
                                                   ------------  ------------
NET DECREASE IN CASH                                        (17)       (3,485)

CASH, BEGINNING OF YEAR                                      31         3,516
                                                   ------------  ------------
CASH, END OF YEAR                                  $         14  $         31
                                                   ============  ============

SUPPLEMENTAL CASH FLOW INFORMATION

Cash Payments For:

  Income taxes                                     $          -  $         -
  Interest                                         $     28,150  $          -

Non-Cash Financing Activities

  Stock issued for services                        $  1,161,338  $    13,000
  Stock issued in satisfaction of debt             $      6,000  $      1,000
  Cancellation of stock for services               $   (250,000) $          -


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

                                        7
<PAGE>


                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            a. Organization

            The  consolidated   financial  statements  presented  are  those  of
            Syndication Net.com, Inc. (formerly Life2K.com,  Inc.) (Syndication)
            and its  wholly-owned  subsidiary,  Kemper  Pressure  Treated Forest
            Products, Inc. (Kemper).  Collectively,  they are referred to herein
            as the "Company".  Syndication  was  incorporated  under the name of
            Generation  Acquisition  Corporation  (Generation) on March 25, 1999
            under the laws of the State of  Delaware to engage in any lawful act
            or activity.  Effective August 16, 1999,  Life2K.com,  Inc. (Life2K)
            issued  16,200,000  shares of its common stock and 60,000  shares of
            its preferred stock in exchange for the issued and outstanding stock
            of Kemper.  Effective October 13, 2000, pursuant to an Agreement and
            Plan of Organization between Generation Acquisition  Corporation and
            Life2K,  Generation Acquisition Corporation issued 10,387,750 shares
            of its outstanding  common stock for 100% of the outstanding  shares
            of Life2K.  As part of the  transaction,  Life2K was merged with and
            into Generation  Acquisition  Corporation,  Life2K was dissolved and
            Generation  Acquisition  Corporation changed its name to Syndication
            Net.com, Inc.

            Kemper was incorporated on December 28, 1987 under the State laws of
            Mississippi.  Kemper was organized to procure, buy, sell and harvest
            forest  products for treating  poles,  conventional  lumber and wood
            products, as well as preserve and treat wood and forest products for
            sale in wholesale and retail markets.

            On October 9, 1997, Kemper entered into an asset purchase  agreement
            and lease assignment  under which it  conditionally  sold all of its
            assets as well as reassigned its lease related to its  manufacturing
            enterprise.  From that time,  Kemper  has acted as a retail  broker,
            having eliminated virtually all of its manufacturing capacity.

            At the time of the  acquisition  of Kemper,  Life2K was  essentially
            inactive, with no operations and minimal assets.  Additionally,  the
            exchange of  Life2K's  common  stock for the common  stock of Kemper
            resulted in the former  stockholders of Kemper obtaining  control of
            Life2K.  Accordingly,   Kemper  became  the  continuing  entity  for
            accounting  purposes,  and the  transaction  was  accounted for as a
            recapitalization  of  Kemper  with no  adjustment  to the  basis  of
            Kemper's assets acquired or liabilities assumed. For legal purposes,
            Life2K was the surviving entity.

            At  the  time  of  the   acquisition  of  Life2K,   Syndication  was
            essentially  inactive,   with  no  operations  and  minimal  assets.
            Additionally,  the  exchange of  Syndication's  common stock for the
            common stock of Life2K resulted in the former stockholders of Life2K
            obtaining  control of  Syndication.  Accordingly,  Life2K became the
            continuing entity for accounting  purposes,  and the transaction was
            accounted for as a recapitalization  of Life2K with no adjustment to
            the basis of Life2K's  assets acquired or liabilities  assumed.  For
            legal purposes, Syndication was the surviving entity.


                                       8
<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

         b. Accounting Method

         The Company's  consolidated financial statements are prepared using the
         accrual  method of  accounting.  The  Company has elected a December 31
         year end.

         c. Cash and Cash Equivalents

         The Company considers all highly liquid  investments with a maturity of
         three months or less when purchased to be cash equivalents.

         d. Accounts Receivable

         Accounts  receivable  consist  of an  amount  due  from  one  customer.
         Accounts  receivable  are  shown  net of  the  allowance  for  doubtful
         accounts. The allowance was $35,000 at December 31, 2003.

         e. Basic Loss Per Share

         The  computations  of basic loss per share of common stock are based on
         the weighted  average  number of common shares  outstanding  during the
         period of the consolidated financial statements as follows:

                                                      For the Years Ended
                                                           December 31,
                                                   --------------------------
                                                       2003          2002
                                                   ------------  ------------

            Loss from operations                   $      (0.10) $      (0.00)
            Income from discontinued operations            0.01          0.00
                                                   ------------  ------------
               Total Income (Loss) Per Share       $      (0.09) $       0.00
                                                   ============  ============
            Weighted Average Number of Shares
               Outstanding                           11,556,040    10,784,742
                                                   ============  ============

                                       9
<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

         f. Recent Accounting Pronouncements

         During the year ended  December  31,  2003,  the  Company  adopted  the
         following accounting pronouncements:

         SFAS  NO.  143 -- In  August  2001,  the  FASB  issued  SFAS  No.  143,
         Accounting  for  Asset  Retirement  Obligations,  which  established  a
         uniform  methodology  for  accounting  for  estimated  reclamation  and
         abandonment  costs.  The  statement  was  effective  for  fiscal  years
         beginning  after June 15,  2002.  The  adoption of SFAS No. 143 did not
         have a material effect on the financial statements of the Company.

         SFAS NO. 145 -- On April 30, 2002,  the FASB issued FASB  Statement No.
         145 (SFAS  145),  "Rescission  of FASB  Statements  No. 4, 44,  and 64,
         Amendment of FASB  Statement No. 13, and Technical  Corrections."  SFAS
         145 rescinds both FASB Statement No. 4 (SFAS 4),  "Reporting  Gains and
         Losses from  Extinguishment of Debt," and the amendment to SFAS 4, FASB
         Statement  No. 64 (SFAS 64),  "Extinguishments  of Debt Made to Satisfy
         Sinking-Fund   Requirements."   Through  this   rescission,   SFAS  145
         eliminates the  requirement (in both SFAS 4 and SFAS 64) that gains and
         losses from the  extinguishment of debt be aggregated and, if material,
         classified  as an  extraordinary  item,  net of the related  income tax
         effect.  However,  an entity is not prohibited  from  classifying  such
         gains  and  losses  as  extraordinary  items,  so long as it meets  the
         criteria in paragraph 20 of Accounting Principles Board Opinion No. 30,
         Reporting the Results of  Operations  Reporting the Effects of Disposal
         of a Segment of a Business, and Extraordinary, Unusual and Infrequently
         Occurring Events and Transactions.  Further,  SFAS 145 amends paragraph
         14(a) of FASB Statement No. 13,  "Accounting for Leases",  to eliminate
         an inconsistency between the accounting for sale-leaseback transactions
         and certain lease  modifications  that have  economic  effects that are
         similar to sale-leaseback  transactions.  The amendment requires that a
         lease  modification  (1) results in  recognition of the gain or loss in
         the 9 financial  statements,  (2) is subject to FASB  Statement No. 66,
         "Accounting  for Sales of Real  Estate,"  if the  leased  asset is real
         estate  (including  integral  equipment),  and (3) is  subject  (in its
         entirety)  to the  sale-leaseback  rules  of  FASB  Statement  No.  98,
         "Accounting  for Leases:  Sale-Leaseback  Transactions  Involving  Real
         Estate, Sales-Type Leases of Real Estate, Definition of the Lease Term,
         and Initial Direct Costs of Direct Financing  Leases."  Generally,  FAS
         145 is effective for  transactions  occurring  after May 15, 2002.  The
         adoption  of SFAS 145 did not have a material  effect on the  financial
         statements of the Company.

         SFAS NO. 146 -- In June 2002, the FASB issued SFAS No. 146, "Accounting
         for  Exit or  Disposal  Activities"  (SFAS  146).  SFAS  146  addresses
         significant   issues  regarding  the  recognition,   measurement,   and
         reporting  of  costs  that  are  associated   with  exit  and  disposal
         activities,  including  restructuring  activities  that  are  currently
         accounted for under EITF No. 94-3,  "Liability  Recognition for Certain
         Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
         (including  Certain Costs Incurred in a  Restructuring)."  The scope of
         SFAS 146 also includes  costs related to terminating a contract that is
         not a capital lease and  termination  benefits  that  employees who are
         involuntarily  terminated receive under the terms of a one-time benefit
         arrangement that is not an ongoing benefit arrangement or an individual
         deferred-compensation  contract. SFAS 146 will be effective for exit or
         disposal  activities  that are  initiated  after  December 31, 2002 and
         early

                                       10
<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

##
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

         f. Recent Accounting Pronouncements (Continued)

         application  is  encouraged.  The  provisions  of EITF No.  94-3  shall
         continue  to apply for an exit  activity  initiated  under an exit plan
         that met the  criteria of EITF No.  94-3 prior to the  adoption of SFAS
         146.  The effect on adoption  of SFAS 146 will change on a  prospective
         basis the timing of when the restructuring  charges are recorded from a
         commitment  date  approach  to when  the  liability  is  incurred.  The
         adoption  of SFAS 146 did not have a material  effect on the  financial
         statements of the Company.

         SFAS NO. 147 -- In October  2002,  the Financial  Accounting  Standards
         Board (FASB) issued Statement of Financial  Accounting Standards (SFAS)
         No. 147,  "Acquisitions  of Certain  Financial  Institutions"  which is
         effective for  acquisitions on or after October 1, 2002. This statement
         provides  interpretive  guidance  on the  application  of the  purchase
         method  to   acquisitions   of  financial   institutions.   Except  for
         transactions  between two or more mutual  enterprises,  this  Statement
         removes  acquisitions of financial  institutions from the scope of both
         SFAS 72 and  Interpretation  9 and requires that those  transactions be
         accounted for in accordance with SFAS No. 141, "Business  Combinations"
         and No. 142,  "Goodwill and Other Intangible  Assets".  The adoption of
         SFAS No. 147 did not have a material effect on the financial statements
         of the Company.

         SFAS NO.  148 -- In  December  2002,  the  FASB  issued  SFAS No.  148,
         "Accounting for Stock Based  Compensation-Transition  and Disclosure-an
         amendment of FASB  Statement  No. 123" which is effective for financial
         statements issued for fiscal years ending after December 15, 2002. This
         Statement amends SFAS 123, Accounting for Stock-Based Compensation,  to
         provide alternative methods of transition for a voluntary change to the
         fair  value  based  method  of  accounting  for  stock-based   employee
         compensation.   In  addition,  this  Statement  amends  the  disclosure
         requirements  of SFAS  123 to  require  prominent  disclosures  in both
         annual and interim financial  statements about the method of accounting
         for  stock-based  compensation  and the  effect of the  method  used on
         reported results.  The adoption of SFAS No. 148 did not have a material
         effect on the financial statements of the Company.

         SFAS NO. 149 -- In April 2003, the FASB issued SFAS No. 149, "Amendment
         of Statement  133 on  Derivative  Instruments  and Hedging  Activities"
         which is effective  for contracts  entered into or modified  after June
         30, 2003 and for hedging relationships  designated after June 30, 2003.
         This statement amends and clarifies financial accounting for derivative
         instruments  embedded in other contracts  (collectively  referred to as
         derivatives)  and hedging  activities  under SFAS 133.  The adoption of
         SFAS No. 149 did not have a material effect on the financial statements
         of the Company.

         SFAS NO. 150 -- In May 2003, the FASB issued SFAS No. 150,  "Accounting
         for  Certain  Financial   Instruments  with   Characteristics  of  both
         Liabilities  and Equity" which is effective  for financial  instruments
         entered into or modified after May 31, 2003, and is otherwise effective
         at the beginning of the first interim period  beginning  after June 15,
         2003. This Statement establishes standards for how an issuer classifies
         and measures in its statement of financial  position certain  financial
         instruments with  characteristics  of both  liabilities and equity.  It
         requires that an issuer classify a financial instrument that is

                                       11
<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

         f. Recent Accounting Pronouncements (Continued)

         within  its scope as a  liability  (or an asset in some  circumstances)
         because that financial instrument embodies an obligation of the issuer.
         The  adoption  of SFAS No.  150 did not have a  material  effect on the
         financial statements of the Company.

         FASB  INTERPRETATION  NO. 45 -- "Guarantor's  Accounting and Disclosure
         Requirements   for  Guarantees,   Including   Indirect   Guarantees  of
         Indebtedness of Others - an Interpretation of FASB Statements No. 5, 57
         and 107". The initial recognition and initial measurement provisions of
         this  Interpretation  are to be  applied  prospectively  to  guarantees
         issued or modified after December 31, 2002. The disclosure requirements
         in the  Interpretation  were  effective  for  financial  statements  of
         interim or annual  periods ending after December 15, 2002. The adoption
         of FASB  Interpretation  No. 45 did not have a  material  effect on the
         financial statements of the Company.

         FASB  INTERPRETATION  NO. 46 -- In January  2003,  the FASB issued FASB
         Interpretation  No. 46 "Consolidation  of Variable Interest  Entities."
         FIN 46 provides  guidance on the  identification  of entities for which
         control is achieved  through  means other than through  voting  rights,
         variable  interest  entities,  and  how to  determine  when  and  which
         business  enterprises  should  consolidate  variable interest entities.
         This  interpretation  applies immediately to variable interest entities
         created  after January 31, 2003. It applies in the first fiscal year or
         interim  period  beginning  after June 15, 2003,  to variable  interest
         entities  in which an  enterprise  holds a  variable  interest  that it
         acquired before February 1, 2003. The adoption of FIN 46 did not have a
         material impact on the Company's financial statements.

         During the year ended  December  31,  2003,  the  Company  adopted  the
         following Emerging Issues Task Force Consensuses:  EITF Issue No. 00-21
         "Revenue Arrangements with Multiple Deliverables", EITF Issue No. 01 -8
         " Determining Whether an Arrangement  Contains a Lease", EITF Issue No.
         02-3 "Issues  Related to Accounting  for  Contracts  Involved in Energy
         Trading  and  Risk   Management   Activities",   EITF  Issue  No.  02-9
         "Accounting  by a Reseller for Certain  Consideration  Received  from a
         Vendor",  EITF Issue No. 02-17,  "Recognition of Customer  Relationship
         Intangible Assets Acquired in a Business  Combination",  EITF Issue No.
         02-18  "Accounting  for  Subsequent  Investments  in an Investee  after
         Suspension  of Equity  Method Loss  Recognition",  EITF Issue No. 03-1,
         "The Meaning of Other Than  Temporary  and its  Application  to Certain
         Instruments", EITF Issue No. 03-5, "Applicability of AICPA Statement of
         Position  9702,   `Software   Revenue   Recognition'   to  Non-Software
         Deliverables   in  an  Arrangement   Containing  More  Than  Incidental
         Software",  EITF Issue No. 03-7,  "Accounting for the Settlement of the
         Equity Settled Portion of a Convertible Debt Instrument That Permits or
         Requires the Conversion Spread to be Settled in Stock",  EITF Issue No.
         03-10,  "Application  of EITF  Issue No.  02-16 by  Resellers  to Sales
         Incentives Offered to Consumers by Manufacturers.


                                       12
<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

         g. Property and Equipment

         Property  and  equipment  is  recorded  at cost.  Major  additions  and
         improvements  are  capitalized.   The  cost  and  related   accumulated
         depreciation of equipment retired or sold are removed form the accounts
         and any differences  between the undepreciated  amount and the proceeds
         from  the  sale  are  recorded  as gain  or loss on sale of  equipment.
         Depreciation is computed using the  straight-line  method over a period
         of five years.

         h. Provision for Income Taxes

         Deferred taxes are provided on a liability  method whereby deferred tax
         assets  are  recognized  for  deductible   temporary   differences  and
         operating   loss  and  tax  credit   carryforwards   and  deferred  tax
         liabilities are recognized for taxable temporary differences. Temporary
         differences are the differences  between the reported amounts of assets
         and liabilities and their tax bases. Deferred tax assets are reduced by
         a valuation  allowance  when, in the opinion of management,  it is more
         likely  that not that some  portion or all of the  deferred  tax assets
         will not be realized.  Deferred tax assets and liabilities are adjusted
         for the  effects  of  changes  in tax  laws  and  rates  on the date of
         enactment.

         Net  deferred  tax assets  consist of the  following  components  as of
         December 31, 2003 and 2002:

                                                        2003          2002
                                                    ------------  ------------
         Deferred tax assets
            NOL Carryover                           $    405,300  $    642,400
            Accrued expenses                              12,900             -

         Deferred tax liabilities:                             -             -

         Valuation allowance                            (418,200)     (642,400)
                                                    ------------  ------------
         Net deferred tax asset                     $          -  $          -
                                                    ============  ============

         The  income  tax  provision  differs  from the  amount  of  income  tax
         determined  by  applying  the U.S.  federal  income  tax rate of 39% to
         pretax income from  continuing  operations for the years ended December
         31, 2003 and 2002 due to the following:

                                                        2003          2002
                                                    ------------  ------------
         Book income                                $    424,485  $      8,309
         Stock for services/options expense             (452,920)        5,070
         NOL                                                   -       (13,379)
         Valuation allowance                              28,435             -
                                                    ------------  ------------
                                                    $          -  $          -
                                                    ============  ============

                                       13
<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

         h. Provision for Income Taxes (Continued)

         At December 31, 2003, the Company had net operating loss  carryforwards
         of  approximately  $1,647,000 that may be offset against future taxable
         income  from  the year  2002  through  2022.  No tax  benefit  has been
         reported in the December  31, 2002  consolidated  financial  statements
         since the potential  tax benefit is offset by a valuation  allowance of
         the same amount.

         Due to the  change in  ownership  provisions  of the Tax  Reform Act of
         1986, net operating loss carryforwards for Federal income tax reporting
         purposes  are  subject  to  annual  limitations.  Should  a  change  in
         ownership occur, net operating loss  carryforwards may be limited as to
         use in the future.

         i. Principles of Consolidation

         The consolidated  financial statements include those of Syndication and
         its wholly-owned subsidiary, Kemper.

         All  material   intercompany   accounts  and  transactions   have  been
         eliminated.

         j. Estimates

         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States of America requires
         management to make estimates and  assumptions  that affect the reported
         amounts of assets and liabilities  and disclosure of contingent  assets
         and  liabilities  at the  date  of the  financial  statements  and  the
         reported amounts of revenues and expenses during the reporting  period.
         Actual results could differ from those estimates.

         k. Advertising

         The Company  follows the policy of charging the costs of advertising to
         expense as incurred.  Advertising  expense for the years ended December
         31, 2003 and 2002 was $-0- and $-0-, respectively.

         l. Revenue Recognition Policy

         The Company entered into a consulting agreement (Note 3) with Tri-State
         Metro Territories,  Inc.  (Tri-State).  The Company is to assist in the
         management,  development,  sales,  and  marketing of  Tri-State's  hair
         coloring salon units.  The Company  recognized this  consulting  income
         from Tri-State on a monthly basis for time actually  spent  consulting.
         The agreement  establishes the hourly billing rates.  Collectability is
         reasonably assured.

                                       14
<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

         m. Concentrations of Risk

         The Company has one major  customer for its  consulting  services which
         accounts for 100% of its  consulting  revenue.  A loss of this customer
         could affect the operating results of the Company.

NOTE 2 - PROPERTY AND EQUIPMENT

         Property and equipment consists of the following at December 31, 2003:

         Office equipment                                        $      4,550
         Accumulated depreciation                                      (4,550)
                                                                 ------------
         Net property and equipment                              $          -
                                                                 ============

         Depreciation expense for the years ended December 31, 2003 and 2002 was
         $0 and $910, respectively.

NOTE 3 - COMMITMENTS AND CONTINGENCIES

         On May 18,  1999,  the Company  entered  into an agreement to acquire a
         reporting United States  corporation with audited financial  statements
         showing no material  assets or  liabilities.  The Company agreed to pay
         $100,000 for its services in regard to the transaction.  On October 13,
         2000 this acquisition took place (Note 1.) The Company has paid a total
         of $65,000 and has accrued an additional $35,000 for legal fees.

         On April 7, 1999, the Company ratified its corporate service consulting
         agreement with Source Management  Services,  Inc.  (Source),  a related
         company  owned by a significant  shareholder.  Source is to oversee the
         general  activities of the Company on a day-to-day  basis,  develop and
         execute a business  plan,  and assist in other  ongoing  administrative
         issues. For the year ended December 31, 2002, the Company agreed to pay
         Source a total of $1,000. The Company has also agreed to award Source a
         bonus  of 5% of the  outstanding  shares  of stock  when the  Company's
         securities are traded on any United States stock exchange.  The Company
         became listed on the OTC Bulletin Board on March 5, 2003

         On  September  19,  2000,  the  Company  entered  into a  Services  and
         Consulting   Agreement   with   Tri-State   Metro   Territories,   Inc.
         (Tri-State), a business that sells franchised hair coloring salon units
         under the copyright name of "haircolorxpress." The Company was retained
         as Tri-State's  consultant to assist in the  development of management,
         sales and marketing of "haircolorxpress" franchised hair coloring salon
         units.  The Company received a total of $12,725 during 2002 as a result
         of the consulting agreement with Tri-State. The agreement is for a term
         of twenty years with up to four, five-year  extensions.  The Company is
         currently  in  negotiations   with  a  number  of  companies  that  are
         interested in entering into similar consulting agreements.

         On  November  26,  2001,  Barry Pope  ("Pope"),  individually  and as a
         shareholder of Worldwide Forest Products,  Inc. ("Worldwide") commenced
         an action against the

                                       15
<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 3 - COMMITMENTS AND CONTINGENCIES (Continued)

         Company, Brian Sorrentino,  Dale Hill, Worldwide Forest Products, Inc.,
         Kemper  Pressure  Treated  Forest  Products,  Inc.,  Life2k.com,  Inc.,
         Algonquin  Acquisition  Corp.,  Generation  Acquisition  Corp.,  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 the Company.

         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. In 1996, Pope entered into
         a consent order  settlement with Worldwide  arising from claims brought
         by Pope against the former President of Worldwide and Worldwide,  David
         Wise.  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 a 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 the 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. 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.  The Company believes that Pope's
         claim  is  without  merit  and  the  Company  has  engaged  counsel  to
         vigorously defend against the action.

         On November 10, 2003, the Company  entered into a Letter of Intent with
         Tri State Metor Territories,  LLC (Tri State) to acquire  substantially
         all of the assets of Tri State.  A major  shareholder of the Company is
         also a 10% shareholder and managing member in Tri State.

NOTE 4 - PREFERRED STOCK

         The  shareholders of the Company have authorized  20,000,000  shares of
         preferred stock with a par value of $0.0001. The terms of the preferred
         stock are to be determined when issued by the board of directors of the
         Company.

         On January 1, 2000, the remaining 60,000 Series A preferred shares were
         converted into common shares,  thus, at December 31, 2001, no preferred
         shares were outstanding.

                                       16
<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 5 - NOTES PAYABLE - RELATED PARTY

         Notes payable to related parties consisted of the following at December
         31, 2003:

         Note payable to a related party, due on demand, plus interest
          at 12% per annum, unsecured.                           $    113,100

         Less: Current Portion                                       (113,100)
                                                                 ------------
         Long-Term Notes Payable to Related Parties              $          -
                                                                 ============

         The aggregate principal  maturities of notes payable to related parties
         are as follows:

                     Year Ended
                     December 31,                                   Amount
                    -------------                                ------------
                         2004                                    $    113,100
                         2005                                               -
                         2006                                               -
                         2007                                               -
                  2008 and thereafter                                       -
                                                                 ------------
                         Total                                   $    113,100
                                                                 ============

         Interest  expense  for the year ended  December  31,  2003 and 2002 was
         $13,125 and $12,789, respectively.

NOTE 6 - GOING CONCERN

         The Company's  consolidated  financial  statements  are prepared  using
         generally accepted accounting  principles applicable to a going concern
         which  contemplates  the  realization  of  assets  and  liquidation  of
         liabilities  in  the  normal  course  of  business.   The  Company  has
         historically  incurred  significant  losses  which have  resulted in an
         accumulated  deficit of  $2,231,519  at December  31, 2003 which raises
         substantial  doubt about the  Company's  ability to continue as a going
         concern.

         The accompanying  consolidated  financial statements do not include any
         adjustments  relating  to  the  recoverability  and  classification  of
         liabilities 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 7 - COMMON STOCK

         During the year ended  December 31,  2003,  the Company  issued  70,000
         shares of common stock to related  parties for $7,000 cash or $0.10 per
         share to related parties.

                                       17
<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 7 - COMMON STOCK (Continued)

         During the year ended  December 31, 2003,  the Company  issued  710,000
         shares of common stock to various consultants and their attorney valued
         at $1.00 per share for  consulting  and legal  services to be performed
         pursuant to various  consulting  agreements.  As of December  31, 2003,
         $418,000 in services performed and $292,000 in unearned fees.

         On April 7, 1999, the Company ratified its corporate service consulting
         agreement with Source Management  Services,  Inc.  (Source),  a related
         company  owned by a significant  shareholder.  Source is to oversee the
         general  activities of the Company on a day-to-day  basis,  develop and
         execute a business  plan,  and assist in other  ongoing  administrative
         issues. For the year ended December 31, 2002, the Company agreed to pay
         Source a total of $1,000. The Company has also agreed to award Source a
         bonus  of 5% of the  outstanding  shares  of stock  when the  Company's
         securities are traded on any United States stock exchange.  The Company
         became  listed on the OTC Bulletin  Board on March 5, 2003. On March 5,
         2003, the Company had  10,795,750  shares  outstanding,  5% of which is
         539,788. As of September 30, 2003, the Company issued 571,338 shares of
         common stock to the Company's  consultant valued at $1.00 per share for
         the  conversion  of  related  party  debt of  $539,788  and  additional
         consulting fees of $31,550.

         During the year ended  December 31, 2003, the Company had issued 70,000
         shares of common stock to the President of the Company  valued at $1.00
         per share for services performed.

         During the year ended December 31, 2003, the Company had issued 108,000
         shares of common stock to the directors of the Company  valued at $1.00
         per share for $108,000 in services performed.

NOTE 8 - NOTE PAYABLE

         At  December  31,  2003,  the  Company  had one note  payable  totaling
         $30,000. This note is unsecured and due on demand. Interest is imported
         at 12% per annum. Interest expense for the year ended December 31, 2003
         was $1,095.

NOTE 9 - DISCONTINUED OPERATIONS

         In September  2003, the Company  decided to wind down its operations of
         wood  treatment.  This  decision  was based on minimal  margins and new
         legislation governing the use of certain chemicals.  The Company wanted
         to limit its exposure to any risks associated with the use of chemicals
         used in the  treatment  of  wood.  The  Company  wound  down  all  wood
         treatment operations in September 2003.



                                       18
<PAGE>

                    SYNDICATION NET. COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 9 - DISCONTINUED OPERATIONS (Continued)


                                                      For the Years Ended
                                                           December 31,
                                                   ------------  ------------
                                                       2003          2002
                                                   ------------  ------------
         WOOD TREATMENT REVENUE                    $  5,806,366  $  8,943,781

         COST OF SALES                                5,765,535     8,884,963
                                                   ------------  ------------
            Gross Margin                                 40,831        58,818
                                                   ------------  ------------
         EXPENSES

            General and administrative expense                -             -
                                                   ------------  ------------
               Total Expenses                                 -             -
                                                   ------------  ------------
         Income From Operations                          40,831        58,818
                                                   ------------  ------------
         OTHER INCOME (EXPENSE)

            Gain on release of debt                      94,159             -
                                                   ------------  ------------
               Total Other Income (Expense)              94,159             -
                                                   ------------  ------------
         NET INCOME FROM DISCONTINUED
          OPERATIONS                               $    134,990  $     58,818
                                                   ============  ============
         LOSS ON DISPOSAL OF SUBSIDIARY            $          -  $          -
                                                   ============  ============

NOTE 10 -   SUBSEQUENT EVENTS

         Subsequent  to December 31, 2003 the Company  issued  30,000 shares for
         legal services performed, valued at $1.00 per share.

         Subsequent to December 31, 2003,  the Company issued 355,000 shares and
         $52,500 in  exchanged  for 575 class "A" common  shares,  1,500  common
         shares in Tri-State and notes  receivable  with  principal  balances of
         $110,000 plus accrued interest.

         Subsequent to December 31, 2003,  the Company  approved the offering of
         150,000  units.  Each unit  consists  of one share of common  stock and
         three  warrants  to purchase  three  additional  common  shares with an
         exercise price of $0.10 per share.  As of the date of this filing,  the
         Company has issued 50,000 of the 150,000 units.

                                       19
<PAGE>

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
          FINANCIAL  DISCLOSURE

     There were no changes in or  disagreements  with  accountants on accounting
and financial disclosure for the period covered by this report.


                                    PART III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
             COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT



Name                     Age         Position
------------------- ------------- ---------------------------------


Wayne  Hartke            53          President and Director


Cynthia  White           33          Chief  Financial  Officer


Mark  Solomon            46          Director


Howard  B.  Siegel       58          Director



     The above named  officers and directors also serve  identical  positions as
officers and directors of Kemper.

     SyndicationNet's directors have been elected to serve until the next annual
meeting  of the  stockholders  of  SyndicationNet  and  until  their  respective
successors have been elected and qualified or until death, resignation,  removal
or disqualification. SyndicationNet's Certificate of Incorporation provides that
the number of directors to serve on the Board of Directors  may be  established,
from  time to time,  by  action  of the  Board of  Directors.  Vacancies  in the
existing  Board are filled by a majority vote of the remaining  directors on the
Board.  SyndicationNet's  executive  officers are  appointed by and serve at the
discretion of the Board.




<PAGE>






      WAYNE  HARTKE,  ESQ.  has served as a director  of  SyndicationNet  and of
Kemper  since  August 1999 and as our  President  since the death of his father,
Senator Vance Hartke.  Mr. Hartke  received his Bachelor of Arts degree from the
University  of  Pennsylvania  in 1970 and received his Juris Doctor in 1973 from
the California  Western  School of Law. Mr.  Hartke,  for at least the last five
years has been a partner  in the law firm of  Hartke & Hartke  located  in Falls
Church,  Virginia  and is  currently  admitted  to the bars of the  District  of
Columbia,  Virginia and  California.  Mr. Hartke served as corporate  counsel to
Norris Satellite Communications, Inc. where he participated in negotiations with
Sprint, Orbital Sciences Corporation,  Harris Corporation and Echostar regarding
satellite  launch   contracts.   Mr.  Hartke  also  has  experience  in  Federal
Communications Commission license applications, the development and sale of coal
properties,  international crude oil purchases and the acquisition and marketing
of Internet domain names.

      MARK  SOLOMON,  ESQ.  has served as Chairman of the Board of  Directors of
SyndicationNet  and of Kemper since August 1999. Mr. Solomon received a Bachelor
of Science  Degree from Nova  University  in 1976 and  received his Juris Doctor
from Nova  University  Law School in 1979.  For at least the last five years Mr.
Solomon  has been a  practicing  attorney  for Mark  Solomon,  P.A.,  located in
Florida, specializing in criminal law.

      CYNTHIA WHITE has served as the Chief Financial  Officer of SyndicationNet
and of Kemper since August 1999.  Since  October,  1991, Ms. White has owned The
Accelerated Group, Inc., an accounting firm located in Florida which specializes
in corporate and  individual  taxes,  audits,  financial  reporting and business
consultation.  From 1992 to 1993, Ms. White also served as the  Comptroller  for
Optoelectronics,  Inc. and prior to that she served as an accountant for Florida
Business  Services,  Inc. and the accounting  firm of James and Surman,  CPA. In
1992, Ms. White received her B.A. from Florida Atlantic  University with a major
in accounting. Ms. White also serves as the treasurer for the Boca Raton Society
for the Disabled, Inc.

<PAGE>

      HOWARD  S. SIEGEL has served as a director of SyndicationNet and of Kemper
since  August 1999. Mr. Siegel received his Juris Doctor in 1969 from St. Mary's
University  Law  School.  Since 1969, Mr. Siegel has been a practicing attorney.
For  the  past  five  years, Mr. Siegel has worked with the law office of Yuen &
Associates,  located  in Houston, Texas. Prior to working for Yuen & Associates,
Mr.  Siegel  was  employed  with  the  Internal  Revenue Service, Tenneco, Inc.,
Superior Oil Company and Braswell & Paterson. Mr. Siegel serves as a director of
Golden  Triangle  Industries, Inc. (GTII), a public company traded on the Nasdaq
exchange,  and  serves  as  a  director  for  Signature  Motor  Cars,  Inc,  a
privately-held  company.


DIRECTOR  COMPENSATION

     Directors  receive an annual issuance of 20,000 shares of  SyndicationNet's
common stock for serving as directors of SyndicationNet and are repaid for their
expenses incurred for serving as directors.

     SyndicationNet  pays  accounting  fees to the  Accelerated  Group,  Inc., a
private accounting firm owned by Cynthia White, SyndicationNet's Chief Financial
Officer. SyndicationNet believes that it has paid less than $12,000 annually for
the past three years as compensation for such accounting services.

EXECUTIVE  COMPENSATION

     Neither the officers nor directors of SyndicationNet have received any cash
compensation or cash bonus for services rendered during 2003, 2002 and 2001.




<PAGE>





                           SUMMARY COMPENSATION TABLE

                                   Long-Term Compensation
                                   -----------------------------

          Annual  Compensation      Awards     Payouts
           -------------------      ------     -------
Name  and                            Restricted
Principal                            Stock
Position(s)                        Year  Salary($)  Bonus($)  Other($)  Awards(#
                                   shares) Compensation
---------------   ----- -------- -------- ----------- -----------
Wayne Hartke       2003                                91,000
                   2002                                20,000
                   2001                                20,000


SyndicationNet  does not have any long term  compensation  plans or stock option
plans.

EMPLOYMENT  AGREEMENTS

    SyndicationNet  has not entered into  employment  agreements with any of its
officers or employees.  All key employees serve in their positions until further
action of the President of SyndicationNet or its Board of Directors.

     The  officers  and  directors  of  SyndicationNet  intend to devote time to
matters related to SyndicationNet approximately as follows:

Cynthia  White  -   5%  of  her  time     Mark  Solomon    -   15%  of his  time
Wayne  Hartke   -  20%  of  his  time     Howard  B.  Siegel  -  5% of  his time

CONSULTING  AGREEMENT

     SyndicationNet  ratified a corporate  services  consulting  agreement  that
Kemper  had  with  Source  Management   Services  ("Source   Management")  Brian
Sorrentino,  a significant  shareholder of SyndicationNet,  is the president and
sole director and  shareholder  of Source  Management.  Source  Management is to
oversee  the general  activities  of  SyndicationNet  and Kemper on a day to day
basis,  develop and execute  SyndicationNet's and Kemper's business plan, assist
in the preparation of audits, registration statements and for SyndicationNet the
listing of its securities on the OTC Bulletin Board. Specifically, the agreement
includes, but is not limited to, requiring Source Management

          -    to focus on the development and execution of the business plan in
               general  which calls for the  company to align  itself by pact or
               joint venture with larger more  established  organizations in the
               industry in an attempt to move from a production  based  supplier
               of wood  products to a broker based  supplier of finished  lumber
               goods,

          -    to  assist  in  the   arrangement  of  required  audits  for  the
               preparation of a registration statement,  oversee and prepare all
               documentation for a Rule 505 and/or a Rule 506 private placement,
               prepare all filings for a listing on the OTCBB



<PAGE>





          -    to act on behalf and legally bind and contractually  obligate the
               company to any and all  contracts,  that in his sole  discretion,
               are  necessary  and are interest of the pursuit of the  company's
               business plan.

     The  consulting  agreement  will  terminate  seven  years  from its date of
execution.  Early  termination of the contract  requires  two-thirds vote of the
outstanding  shares as  calculated  at the time that the motion to terminate the
agreement is carried by the existing Board of Directors.


FAMILY  RELATIONSHIPS

Currently there are no family  relationships among  SyndicationNet's  directors,
executive  officers or other persons  nominated or chosen to become  officers or
executive officers.




<PAGE>






ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

         The following  table sets forth,  as of December 31, 2003,  each person
known by the Company to be the  beneficial  owner of five percent or more of the
Company's common stock and the directors and officers of the Company.  Except as
noted,  the holder thereof has sole voting and investment  power with respect to
the shares shown.

                                              Shares of
                                            common stock
Name,  Position  and  Address            Beneficially  Owned (1)     Percent of
                                                                        Class
-----------------------------------     -------------------------    -----------

Cynthia  White                                 20,000                      (*)
Chief  Financial  Officer
7637  Leesburg  Pike
Falls  Church,  Virginia  22043

Mark  Solomon                                  94,000                      (*)
Director
901  South  Federal  Highway
Fort  Lauderdale,  Florida
22216

Wayne  Hartke                                 111,000                      (*)
Director
7637  Leesburg  Pike
Falls  Church,  Virginia  22043

Howard  B.  Siegel                            20,000                       (*)
Director
15902  South  Barker  Landing
Houston,  Texas  77079

Dale  Hill                                 5,097,168
42.4%
5056  West  grove  Drive
Dallas,  Texas  75248

Brian  Sorrentino                          4,110,262                      34.2%
Consultant
PO  Box  484
Damascus,  MD  20872

All  Officers  and  Directors
as  a  group  (4  persons)                9,457,430                       78.7%
___________________

*  Represent  less  than  1%  of  the  outstanding  shares  of  SyndicationNet

(1) Based upon  12,075,088  shares of  SyndicationNet's  common stock issued and
outstanding as of December 31, 2003.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     In 1999,  SyndicationNet  borrowed  an  aggregate  of  $105,000  from Brian
Sorrentino,  a greater than 5% shareholder of SyndicationNet's  common stock and
the  principal  of  Source  Management  Services.   SyndicationNet   executed  a
promissory  note for the loan amount at an interest  rate of 12% per annum.  The
loan, due March 3, 2000, has not been paid as of the date of this filing. In the
fiscal year ended December 31, 2002, Mr.  Sorrentino loaned an additional $4,100
to the Company so that the aggregate amount due to Mr. Sorrentino is $113,100.

<PAGE>

      The controlling person and founder of Generation  Acquisition  Corporation
was its beneficial shareholder, James M. Cassidy. At the time of the exchange of
stock with Life2K.com,  Inc., Generation Acquisition had 5,000,000 shares of its
common stock outstanding all of which were redeemed and cancelled except 250,000
retained by TPG Capital Corporation,  a corporation controlled by James Cassidy.
As part of the  transactions  SyndicationNet  has  agreed to pay TPG  Capital an
aggregate  of $100,000  for its  consulting  services of which  $65,000 has been
paid. In 2004, the Company,  in a dispute regarding the services rendered by TPG
Capital  Corporation,  has  instructed its transfer agent to cancel such 250,000
outstanding shares.

      SyndicationNet  pays  accounting fees to the  Accelerated  Group,  Inc., a
private accounting firm owned by Cynthia White, SyndicationNet's Chief Financial
Officer. SyndicationNet believes that it has paid less than $12,000 annually for
the past three years as compensation for such accounting services.

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".

<PAGE>

ITEM 13.  CONTROLS AND PROCEDURES

     (a) Evaluation of Disclosure Controls and Procedures.
             ------------------------------------------------

      Within  the 90 days prior to the date of this  Annual  Report for the year
ended December 31, 2003, we carried out an evaluation, under the supervision and
with the participation of our management,  including the company's  Chairman and
Chief  Executive   Officer  and  the  Principal   Financial   Officer,   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  pursuant to Rule 13a-14 of the Securities  Exchange Act of 1934 (the
"Exchange Act"), which disclosure controls and procedures are designed to insure
that  information  required to be  disclosed by a company in the reports that it
files under the  Exchange Act is recorded,  processed,  summarized  and reported
within required time periods specified by the SEC's rules and forms.  Based upon
that evaluation, the Chairman and the Principal Financial Officer concluded that
our disclosure  controls and procedures are effective in timely alerting them to
material  information  relating  to  the  company  (including  our  consolidated
subsidiaries) required to be included in the company's period SEC filings.

     (b) Changes in Internal Control.
             ---------------------------

     Subsequent to the date of such evaluation as described in subparagraph  (a)
above,  there were no  significant  changes in our  internal  controls  or other
factors that could significantly affect these controls, including any corrective
action with regard to significant deficiencies and material weaknesses.

<PAGE>

ITEM  14.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

         (a)  Exhibits

 (a)  Exhibits

     3.1      Certificate  of  Incorporation,  filed  with  the  registration
statement  of  Generation  Acquisition  Corporation  on  Form  10-SB  (file  No.
000-29701)  filed  with  the  Commission  and  incorporated  herein by reference

     3.2     Certificate  of  Ownership  and  Merger  previously  filed with the
Commission  as  an  exhibit  to  a  registration  statement  on  Form  SB2/A and
incorporated  by  reference

     3.3     By-Laws  of  the  Company, filed with the registration statement of
Generation Acquisition Corporation on Form 10-SB (file No. 000-29701) filed with
the  Commission  and  incorporated  herein  by  reference

     4.1     Agreement  and  Plan of Reorganization among Generation Acquisition
Corporation,  Life2K,  Inc.,  and the shareholders of Life2K, Inc. filed on Form
8-K with the Commission on November 6, 2000 and incorporated herein by reference

     4.2 Agreement and Plan of Merger between Generation Acquisition Corporation
and Life2K  Acquisition  Corporation  filed on Form 8-K with the  Commission  on
November 6, 2000 and incorporated herein by reference

     4.3 Consulting  agreement  between  SyndicationNet.com,  Inc. and Tri-State
Metro  Territories,  LLC dated September 19, 2000,  filed with the Commission as
Exhibit 4.3 in a registration  statement on Form SB-2 filed on February 13, 2001
and incorporated herein by reference

     10.1 Consulting  Agreement  between Kemper Pressure Treated Forest Products
Inc. and Source Management Services filed with the Commission as Exhibit 10.1 in
a registration  statement on Form SB-2 filed on October 5, 2001 and incorporated
herein by reference

     10.2 Consulting Agreement between SyndicationNet and HTRG Consulting,  Inc.
previously  filed with the Commission as an exhibit to a registration  statement
on Form SB2/A and incorporated by reference

     10.3     Asset  Purchase  Agreement between Kemper Pressure Treated Forest
Products, Inc. and Electric Mills Wood Preserving LLC, previously filed with the
Commission  as  an  exhibit  to  a  registration  statement  on  Form  SB2/A and
incorporated  by  reference

     10.4     Assignment  of  Lease  between  Kemper  Pressure  Treated  Forest
Products, Inc. and Electric Mills Wood Preserving LLC, previously filed with the
Commission  as  an  exhibit  to  a  registration  statement  on  Form  SB2/A and
incorporated  by  reference

31.1     Certification of Principal  Executive  Officer and Principal  Financial
         Officer Pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002.

32.1     Certification of Principal  Executive  Officer and Principal  Financial
         Officer Pursuant to 18 U.S.C.  1350, as adopted pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002.


     (b)  SyndicationNet  did not file any reports on Form 8-K during the fourth
 quarter ended December 31, 2003.

<PAGE>

ITEM 15.        PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

      The aggregate fees bills through April 12, 2004 by HJ & Associates LLC for
professional  services rendered for the audit of our annual financial statements
and review of the financial statements included in the quarterly reports on Form
10-QSB for fiscal year 2003 were $17,000.

      The aggregate fees billed by HJ & Associates LLC for professional services
rendered  for the audit of our  annual  financial  statements  and review of the
financial statements included in the quarterly reports on Form 10-QSB for fiscal
year 2002 were $14,147.

AUDIT RELATED FEES

      For the fiscal years ended December 31, 2003 and 2002,  there were no fees
billed for the audit or review of the financial statements that are not reported
above Audit Fees.

TAX FEES

      For the  fiscal  years  ended  2003  and  2002  the  fees  billed  for tax
compliance services and tax-planning advice provided were $-0-.

OTHER FEES

      For the fiscal  years  ended 2003 and 2002 there were no other fees billed
for services other than services described above.

<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                              SYNDICATION  NET.COM,  INC.

                               By /s/ Wayne Hartke
                                 ---------------------------
                                  Wayne Hartke
                                  President and Chief
                                  Executive Officer

                              By /s/ Cynthia White
                                ----------------------------
                                  Cynthia White
                                  Chief  Financial  Officer


Date: April 14, 2004


     Pursuant  to the  Securities  Exchange  Act of 1934,  this  report has been
signed below by the  following  persons on behalf of the  registrant  and in the
capacities and on the dates indicated.

NAME                               OFFICE                  DATE
--------------------            -------------        ------------------

/s/ Mark Solomon
-------------------
 Mark  Solomon                  Director               April 14, 2004

/s/ Wayne Hartke
-------------------
 Wayne  Hartke                  Director               April 14, 2004

/s/ Howard B. Siegel
------------------------
 Howard  B.  Siegel             Director               April 14, 2004